UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM 10-K
 
 

 
(MARK ONE)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 28, 2009
 
OR
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to _____________
 
Commission file number: 1-12696
 
Plantronics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
77-0207692
 
 
  (State or other jurisdiction of incorporation or organization) 
 
(I.R.S. Employer Identification Number)
 
 
 
345 Encinal Street, Santa Cruz, California
 
95060
 
 
 (Address of principal executive offices)
 
 (Zip Code)
 
 
(831) 426-5858
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
  Title of each class
 
 
Name of each exchange on which registered
 
 
 
COMMON STOCK, $.01 PAR VALUE
 
NEW YORK STOCK EXCHANGE
 
         
         
 
PREFERRED SHARE PURCHASE RIGHTS
 
NEW YORK STOCK EXCHANGE
 
 
Securities registered pursuant to Section 12(g) of the Act:
NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes x No ¨
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes ¨ No x
 



 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K  is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one).
 
Large Accelerated Filer x
Accelerated Filer ¨
   
Non-accelerated Filer ¨ (Do not check if a smaller reporting company)
Smaller Reporting Company ¨  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨ No x
 
The aggregate market value of the common stock held by non-affiliates of the Registrant, based upon the closing price of $22.60 for shares of the Registrant's common stock on September 26, 2008, the last business day of the registrant’s most recently completed second fiscal quarter as reported by the New York Stock Exchange, was approximately $1,104,192,709.  In calculating such aggregate market value, shares of common stock owned of record or beneficially by officers, directors, and persons known to the Registrant to own more than five percent of the Registrant's voting securities as of September 26, 2008 (other than such persons of whom the Registrant became aware only through the filing of a Schedule 13G filed with the Securities and Exchange Commission) were excluded because such persons may be deemed to be affiliates. This determination of affiliate status is for purposes of this calculation only and is not conclusive.
 
As of April 25, 2009, 48,891,819 shares of common stock were outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 2009 Annual Meeting of Stockholders to be held on July 29, 2009 are incorporated by reference into Part III of this Annual Report on Form 10-K.
 
 


 
Pl antron ics, Inc.
FORM 10-K
For the Year Ended March 31, 2009
TABLE OF CONTENTS
 
Part I.
 
Page
Item 1.
1
    Item 1A.
13
   Item 1B.
26
Item 2.
26
Item 3.
27
Item 4.
27
Part II.
   
Item 5.
28
Item 6.
30
Item 7.
32
   Item 7A.
58
Item 8.
60
Item 9.
99
   Item 9A.
99
  Item 9B.
99
Part III.
   
Item 10.
100
Item 11.
100
Item 12.
100
Item 13.
101
Item 14.
101
Part IV.
   
Item 15.
102
  
104
 
Plantronics, the Plantronics logo design, Altec Lansing, Clarity, CS70N, inMotion, and Sound Innovation are trademarks or registered trademarks of Plantronics, Inc.

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

Apple and iPod are trademarks of Apple Inc., registered in the U.S. and other countries.

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.

 


PART I
 
This Annual Report on Form 10-K is filed with respect to our fiscal year 2009.  Each of our fiscal years ends on the Saturday closest to the last day of March.  Fiscal year 2009 ended on March 28, 2009, fiscal year 2008 ended on March 29, 2008, and fiscal year 2007 ended on March 31, 2007.  Each fiscal year consisted of 52 weeks.   For purposes of consistent presentation, we have indicated in this report that each fiscal year ended "March 31" of the given year, even though the actual fiscal year end may have been on a different date.
 
CERTAIN FORWARD-LOOKING INFORMATION
 
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These statements may generally be identified by the use of such words as "expect," "anticipate," "believe," "intend," "plan," "will," or "shall," and are based on current expectations and entail various risks and uncertainties.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors, including, but not limited to the factors discussed in the subsection entitled "Risk Factors" in Item 1A of this Form 10-K.  This Annual Report on Form 10-K and our Annual Report to Stockholders should be read in conjunction with these risk factors.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
 
ITEM 1. BUSI NESS
 
COMPANY BACKGROUND
 
Plantronics, Inc. (“Plantronics,” “the Company,” “we”, “our,” or “us”) is a leading worldwide designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, and accessories for the business and consumer markets under the Plantronics brand.  We are also a leading manufacturer and marketer of high quality docking audio products, computer and home entertainment sound systems, and a line of headphones for personal digital media under our Altec Lansing brand. In addition, we manufacture and market, under our Clarity brand, specialty telephone products, such as telephones for the hearing impaired, and other related products for people with special communication needs.  

We ship a broad range of communications products to over 80 countries through a worldwide network of distributors, retailers, wireless carriers, original equipment manufacturers (“OEMs”), and telephony service providers.  We have well-developed distribution channels in North America, Europe, Australia and New Zealand, where use of our products is widespread.  Our distribution channels in other regions of the world are less mature, and while we primarily serve the contact center markets in those regions, we are expanding into the office, mobile and entertainment, digital audio, and specialty telephone markets in additional international locations.
 
Plantronics was founded and incorporated in the State of California in 1961 and initially became a public company in 1977.  We then became a private company in a leveraged buyout in 1989 and subsequently reincorporated in the State of Delaware.  In 1994, Plantronics again became a public company listed on the New York Stock Exchange under the ticker symbol “PLT”.
 
Plantronics acquired the Walker Equipment Corporation and Ameriphone, Inc. in 1986 and 2002, respectively.  In January 2004, we changed the name of our Walker and Ameriphone businesses to Clarity.  Clarity is a leading supplier of telephones with advanced sound processing, notification systems, assisted listening devices and other communications devices for the hearing-impaired markets.
 
On April 4, 2005, Plantronics acquired Octiv, Inc., which we renamed Volume Logic, Inc., (“Volume Logic”). Volume Logic’s intellectual property provides enhancements for both the digital music and telephony audio experiences.
 
On August 18, 2005, Plantronics acquired Altec Lansing Technologies, Inc. (“Altec Lansing”), a market leader in docking and personal computer (“PC”) audio systems.  The acquisition of Altec Lansing enabled us to combine our expertise in voice communication with Altec Lansing’s expertise in music entertainment to meet the full audio needs of the consumer in their personal and professional lives.  Altec Lansing, which is now a division of Plantronics, designs and manufactures digital PC audio systems for PCs and docking audio devices in all price ranges that complement the style and electronics of the most advanced PCs, televisions, iPods and other MP3 players, docking audio devices, smartphones, and entertainment centers.
 
Our business is organized into two reportable segments:  the Audio Communications Group (“ACG”) and the Audio Entertainment Group (“AEG”).


 
·
Audio Communications Group :  Our ACG segment is our core business and is engaged in the design, manufacture, marketing and sales of headsets for business and consumer applications, and other specialty products.  We make headsets for use in offices and contact centers, with mobile and cordless phones, and with computers and gaming consoles.  Plantronics headsets are communications tools, providing freedom to use your hands while staying “connected,” freedom to move around, and freedom from using keyboards by enhancing speech recognition capabilities.  We apply a variety of technologies to develop high quality products to meet the needs of our customers, whether it is for communications or personal entertainment.  Plantronics headsets are widely used with cell phones, in contact centers, in the office, in the home, for computer applications such as Unified Communications (“UC”), Voice over Internet Protocol (“VoIP”), for gaming, and for other specialty applications.  Our major product categories include Office and Contact Center (“OCC”) , which includes corded and cordless communication headsets, audio processors and telephone systems; Mobile , which includes Bluetooth and corded products for mobile phone applications; Gaming and Computer Audio , which includes PC and gaming headsets; and Clarity , which includes specialty products marketed for hearing impaired individuals.  All products developed and managed by ACG are included in this segment and are generally sold under the Plantronics and Clarity brands.
 
 
·
Audio Entertainment Group: Our AEG segment is engaged in the design, manufacture, sales and marketing of audio solutions and related technologies.  We offer docking audio products, computer and digital audio systems, headphones and microphones for personal digital media, and digital radio frequency audio systems.  Our major  product categories include Docking Audio , which includes all speakers whether USB, AC or battery-powered that work with portable digital players, such as Apple iPod and other MP3 players; PC Audio , which includes self-powered speaker systems used for computers and other multi-media application systems; and Other , which includes all of our personal audio (headphones) and home audio systems.  All products developed and managed by AEG are included in this segment.  Such products are generally sold under the Altec Lansing brand and/or the inMotion sub-brand.

In the second quarter of fiscal 2008, the Company transitioned the responsibility and management of the Altec Lansing branded PC headsets from AEG to ACG, and as a result, effective July 1, 2007, the revenue and resulting gross profit from all PC headsets is included in the ACG reporting segment within the Gaming and Computer Audio category.   

We provide access free of charge through a link on our website (www.plantronics.com), to the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission: our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13 (a) or 15(d) of the Securities Exchange Act of 1934.
 
Our principal executive offices are located at 345 Encinal Street, Santa Cruz, CA, 95060.  Our telephone number is (831) 426-5858.  Our internet address is www.plantronics.com .  Our Investor Relations website, which contains, among other things, documents regarding our corporate governance and our Board committee charters, is also accessible through www.plantronics.com .
 
BUSINESS SEGMENTS AND MARKET INFORMATION

In fiscal 2009, our ACG segment accounted for $674.6 million of our net revenues and our AEG segment accounted for $91.0 million of our net revenues.  Further information on our segments, as required by Statement of Financial Accounting Standards No. 131 (“Disclosures about Segments of an Enterprise and Related Information”) and Item 101(b) of Regulation S-K, can be found in the Consolidated Financial Statements and related notes herein.
 
The following are discussions of the industry background, the key markets and product offerings for both our ACG and AEG segments.
  
AUDIO COMMUNICATIONS GROUP
 
General Industry Background
 
ACG operates predominantly in the consumer electronics market and focuses on the design, manufacture and distribution of headsets for business and consumer applications, and other specialty products for the hearing impaired.  Our ACG segment targets enhanced communications for offices and contact centers, mobile and cordless phones, and computers and gaming consoles.  We offer our products primarily under two brands – Plantronics  and Clarity , although we also offer music-first headsets under the Altec Lansing brand.


On a long-term basis, the demand for headsets has grown in both our traditional markets, such as the enterprise markets, as well as in the consumer market.  In each of these markets, the trend towards wireless products has been a significant factor.  In fiscal 2009, the impact of the global recession caused demand to decrease.  However, we believe that the long-term trend will resume as the global recession eases and eventually is replaced by economic growth.

Our headset products enhance communications by providing the following benefits:

·
better sound quality that provides clearer conversations on both ends of a call through a variety of features and technologies, including noise-canceling microphones, Digital Signal Processing (“DSP”), and more;
 
·
wireless freedom allowing people to take and make calls as they move freely around their office or home without cords or cables;
 
·
multi-tasking benefits that allow people to use a computer, a Personal Data Assistant (“PDA”) or other device, take notes and organize files while talking hands free;
 
·
contributing to greater driving safety and enabling a motor vehicle operator to comply with hands-free legislation by having both hands free to drive while talking on a cell phone;
 
·
voice command and control that let people take advantage of voice dialing and/or other voice-based features to make communications and the human/electronic interface more natural and convenient;
 
·
providing ergonomic relief from repetitive stress injuries and discomfort associated with placing a telephone handset between the shoulder and neck;
 
·
providing greater comfort and convenience than a telephone alone on longer calls;
 
·
enabling emerging UC integration and PC and VoIP applications, including speech recognition, Internet telephony and gaming;
 
·
providing a convenient means for connecting between various applications and voice networks, whether that be between land line and mobile phones, or between PC-based communications and other networks; and
 
·
providing greater privacy than speakerphones, and with wireless products, the ability to move from public to private space when required.
 
The proliferation of desktop computing makes communications headsets a product of choice in many occupations because they permit the user to be more efficient in an ergonomically comfortable environment.  Growing awareness of driver safety and impending or already existing hands-free legislation requiring mandatory hands-free devices for cell phone communications in cars, has led to increased headset adoption for cell phone users.  The increased adoption of new and existing technologies, such as UC, Bluetooth , VoIP, Digital Enhanced Cordless Telecommunications (“DECT ”), and DSP, each of which is described below, also contributed to the increase in demand for telephone headsets in the following ways:

 
·
UC is the integration of voice and video-based communications systems enhanced with software applications and IP networks.  It may include the integration of devices and media associated with a variety of business workflows and applications, including e-mail , instant messaging, presence, audio, video and web conferencing and unified messaging.  UC seeks to provide seamless connectivity and user experience for enterprise workers regardless of their location and environment, improving the overall business efficiency and providing more effective collaboration among an increasingly distributed workforce.
 
 
·
Bluetooth wireless technology is a short-range communications technology intended to replace the cables connecting portable and/or fixed devices while maintaining high levels of security.  The key features of Bluetooth technology are robustness, low power and low cost.  The Bluetooth specification defines a uniform structure for a wide range of devices to connect and communicate with each other.   Bluetooth technology has achieved global acceptance such that any Bluetooth enabled device, almost anywhere in the world, can connect to other Bluetooth enabled devices in proximity.
 
 
·
VoIP is a technology that allows a person to make telephone calls using a broadband Internet connection instead of a regular (or analog) phone line.  VoIP converts the voice signal from a person’s telephone into a digital signal that travels over the Internet and then converts it back at the other end so that the caller can speak to anyone with a regular (or analog) phone line.


 
·
DECT is a technology that optimizes audio quality, lowers interference with other wireless devices, and is digitally encrypted for maximum call security.

 
·
DSP is a technology that delivers acoustic protection and optimal sound quality through noise reduction, echo cancellation, and other algorithms to improve both transmit and receive quality.
 
Markets
 
Our ACG products are designed to meet the needs of specific markets and applications such as offices (ranging from enterprise to home offices), contact centers, mobile devices (such as cell phones and PDAs), computer and gaming, residential and other specialty applications.  These markets and applications are increasingly overlapping as work styles and lifestyles change, and people use devices for multiple applications such as communication, music, and video entertainment.  We serve these markets through our following product groups:
 
Office and Contact Center
 
The office market comprises our largest revenue stream with a broad range of communications headsets, including high-end, ergonomically designed headsets, audio processors, and telephone systems.  Growth in this market comes from three main factors:
 
 
·
the adoption of wireless solutions and the freedom they allow;

 
·
increasing deployment of UC systems; and
 
 
·
a growing awareness of the benefits of headsets.
 
The contact center market is our second largest revenue stream and most mature market.  We believe that the long-term outlook for the contact center is one of modest growth.   We expect that contact centers will increasingly adopt VoIP technology to help improve productivity and reduce costs.  We develop headsets specifically tailored to VoIP applications and, as VoIP adoption increases, we believe that we will continue to lead in new product performance.
 
Mobile
 
Mobile represents our largest unit volume market and provides a significant opportunity for growth, especially now that we have largely completed the transition from corded to Bluetooth products for mobile phone applications.  Use of headsets is growing worldwide, particularly due to continued Bluetooth technology adoption and hands-free legislation for cell phones.  As headsets become more mainstream, users are becoming more fashion conscious and style has become as important as functionality and technology.  Our mobile headsets merge technological innovations with style.
 
Entertainment and Computer Audio
 
Entertainment and Computer Audio headsets, whether they are used for interactive on-line gaming or switching between music and phone calls for multi-functional devices, represent an emerging market opportunity for us.
 
We believe that a number of fundamental factors are likely to increase our customers’ need for PC-compatible headsets in the future, including the convergence of telephony and entertainment, internet multimedia applications such as streaming audio and video, VoIP, gaming, and video conferencing.  As devices providing these users’ needs converge, our headsets may need to be PC-compatible, cell phone compatible, MP3 compatible or various combinations of these.  We are monitoring our product roadmap to meet these potential future customer requirements.
 
Home and Home Office (“H2O”)
 
Home and Home Office represents an emerging market.  Telephone usage in these environments often requires mobility, the performance of multiple tasks, and work-at-home lifestyles.  We expect the use of headsets in this market to increase with the growth in home offices, remote workers, and professionals working from home.


Specialty Products
 
Our specialty products address the unique needs of various consumer groups, one of which is the increasing number of people suffering from hearing loss worldwide.  Clarity offers a comprehensive range of communications products that serve customers with mild, moderate, and severe hearing loss as well as the deaf community.  Our distribution of these products includes specialized distributors, retail, government programs, audiologists and other health care professionals.

AUDIO ENTERTAINMENT GROUP
 
General Industry Background
 
AEG operates predominantly in the consumer electronics market and focuses on the design, manufacture and distribution of a wide range of products, such as docking audio systems, multimedia speakers, headphones, and other audio products.  Our AEG segment targets advanced audio solutions for personal computers, video gaming, personal audio, MP3 players and home theater.  We offer our products primarily under two brands – Altec Lansing   and   inMotion.
 
The consumer electronics market is undergoing a significant transformation where, as a result of digital technology and increased availability of digital content, a variety of once isolated market segments, including televisions, DVD players, stereos, CD players, cameras and PCs are converging to create a market for new network devices.  This change is driving the demand for new high-end, flexible digital solutions in home theater, video gaming and personal audio.  Higher portability, connectivity and wireless technology are other industry trends, especially in the mobile markets, that require high-end audio solutions.  Our success in this market will depend on our ability to develop and provide innovative solutions that maximize the audio functions of devices such as MP3 players, such as the Apple iPod, satellite radio and music enabled cellular phones, including the Apple iPhone.  To this end, the inMotion product line provides a portable audio system for MP3 players, including the iPod and iPhone, CDs, and other portable audio players.  The major manufacturers in this changing and demanding industry require certain key competencies, which are:
 
 
·
leadership in innovation;
 
 
·
a powerful brand; and
 
 
·
global distribution.
 
Because our AEG products are primarily consumer goods sold in the retail channel, the holiday sales in the December quarter typically account for a seasonal spike in net revenues.
 
In fiscal 2009, our AEG segment was adversely impacted by continued pressures from strong competition, declines in foreign exchange rates and weak economic conditions.  These are the key factor s affecting revenue as well as gross margin for our AEG segment and the Company as a whole .  We substantially completed the refreshment of the AEG product line in fiscal 2009 but did not achieve the anticipated results due to a weaker than expected holiday season and the economic decline due to the global recession.   We are evaluating various alternatives to achieve profitability for AEG and project the segment will generate relatively small losses in the first half of fiscal 2010 and should be profitable in the second half of fiscal 2010 based on new products with lower costs comprising most of the sales mix by the second half of the fiscal year.  

Markets
 
Docking Audio
 
Our Docking Audio market provides the largest revenue source in the AEG business, and includes all speakers whether USB, AC or battery-powered that work with portable digital players, such as iPod or MP3 players under the inMotion brand, and also portable speakers for use with other audio solutions such as music enabled cellular phones.  We believe there is a significant growth opportunity for us driven by the growth of the MP3 player and cellular markets.  Our future growth in this market depends on the growth of the MP3 player market, our ability to successfully attach to new generations of MP3 players, and the design and development of competitively priced products that keep up with this rapidly developing and highly competitive market.


PC Audio
 
Our second largest overall market in the AEG business in terms of revenue is the PC Audio market, first identified with the PC-speaker.  PC Audio, or “active powered” products are defined as self-powered speaker systems used for computers and other multi-media application systems.  Typical applications of PC Audio products include PC audio, gaming, and home theater.  We believe there are opportunities for this market to grow if we:
 
 
·
continue efforts to maintain our strength in this category domestically, while expanding into international markets; and
 
 
·
introduce new products that incorporate breakthrough technologies and designs.

Other
 
The remainder of the AEG products, which represent a small portion of total AEG net revenues, include a wide array of headphone products for portable stereos, CD players, MP3 players and other audio devices, and home audio and home theater products.

In the second quarter of fiscal 2008, the Company transitioned the responsibility and management of Altec Lansing branded PC headsets from the AEG segment to the ACG segment, and as a result, effective July 1, 2007, the revenue and resulting gross profit from all PC headsets is included in the ACG reporting segment within the Gaming and Computer Audio category.   

FOREIGN OPERATIONS
 
In fiscal 2007, 2008 and 2009 net revenues outside the U.S. accounted for approximately 39%, 39% and 38%, respectively, of our total net revenues.  Revenues derived from foreign sales generally are subject to additional risks such as fluctuations in exchange rates, increased tariffs, the imposition of other trade barriers, and potential currency restrictions.  In fiscal 2009, we continued to engage in hedging activities to limit our transaction and economic exposures, and to mitigate our exchange rate risks.  We hedged a portion of our positions in the Euro and the Great Britain Pound, which constitute the most significant portion of our currency exposure.  Further information regarding our foreign operations, as required by Item 101(d) of Regulation S-K, can be found in the Consolidated Financial Statements and related notes herein.
 
COMPETITION
 
The market for our products is very competitive and some of our competitors have significant financial resources, as well as production, marketing, engineering and other capabilities to develop, manufacture, market and sell their products.
 
In the ACG segment, one of our primary competitors is GN Netcom, a subsidiary of GN Great Nordic Ltd., a Danish telecommunications conglomerate, who competes with us in the office, contact center, and mobile markets and on a limited scale, in the PC market.  In addition, Motorola, Logitech, and Aliph are significant competitors in the consumer headset market and Sennheiser Communications is a competitor in the computer, office, and contact center markets.  We also believe there may be increased competition from the major cell phone device makers such as Nokia, Motorola, Sony, Samsung and Apple.
 
We believe the principal factors for ACG to be successful and competitive in each of its markets are the following:
 
 
·
our understanding of emerging markets and new technologies, such as UC, and our ability to react quickly to the opportunities that they provide;
 
 
·
our ability to bring to market products that deliver on performance, product design, style, comfort, features, sound quality, simplicity, price and reliability;
 
 
·
maintenance of our brand name recognition and reputation;
 
 
·
superior customer service, support and warranty terms; and
 
  
 
·
effective and efficient distribution channels that allow us to meet delivery schedules.


In the AEG segment, our major competitors include Bose, Apple, Logitech, Creative Labs, iHome, and Harman International.  AEG predominantly serves the consumer electronics market.  This market is principally served by the retail channel, and, to a lesser extent, through certain OEMs.  We are experiencing a new dynamic in the consumer electronics industry driven by the digital evolution that is influencing the way consumers look for solutions to their musical entertainment needs.  Our key competition is coming from new and existing solution providers that offer a convenient, cost effective and lifestyle-compatible method of delivering content when people want it, where they want it, and how they want it.

We believe the principal factors for AEG to be successful and competitive in each of its markets are the following:
 
 
·
our understanding of changing market trends, consumer needs, technologies and our ability to capitalize on the opportunities resulting from these market changes;
 
 
·
bringing to market well-differentiated products that perform well against competitive offerings, price, style, brand, and effective displays in retail settings;
 
 
·
efficient and cost-effective supply chain processes; and
 
 
·
excellent channel service and support with a reputation for quality.
 
We believe that we have competed successfully with respect to these factors with our ACG products; however, we have not recently competed successfully with our AEG products.   We substantially completed the refreshment of the AEG product line in fiscal 2009 but did not achieve the anticipated results due to a weaker than expected holiday season and the economic decline due to the global recession.   We are evaluating various alternatives to achieve profitability for AEG and project the segment will generate relatively small losses in the first half of fiscal 2010 and should be profitable in the second half of fiscal 2010 based on new products with lower costs comprising most of the sales mix by the second half of the fiscal year.  

RESEARCH AND DEVELOPMENT
 
We believe that the future success of our business depends upon our ability to enhance our existing products, to develop compelling new products, to develop cost effective products, to qualify these products with our customers, to successfully introduce these products to existing and new markets on a timely basis, and to commence and sustain volume production to meet customer demands.
 
During fiscal 2009, we developed innovative products that enabled us to better address changing customer demands and emerging market trends.  Specifically, we introduced a number of new products, which featured new technologies to address both the ACG and AEG market trends.  Our goal is to bring the right products to market at the right time, and we will continue to improve our development processes during fiscal 2010.
 
Our core R&D focus in fiscal 2010 is on UC which will require incremental investments in firmware and software engineering to ensure the broad compatibility of our products in the enterprise systems with which they will be deployed.  We are also investing in this area with the goal of increasing the value-add of our products and offerings.  We expect to reduce the level of internal staffing and the related expense in Bluetooth new product development and rely to a greater extent on development partners.  We will also continue our efforts to improve the efficiency of our development processes through strategic architecting, common platforms, increased use of software tools, and better training.
 
The success of new product introductions is dependent on a number of factors, including appropriate new product selection, timely completion and introduction of new product designs, cost-effective manufacturing of such products, quality of new products, the acceptance of new technologies such as Bluetooth , and general market acceptance of new products.  Traditionally, the technology of telephone headsets has evolved slowly, and our product life cycles have historically been relatively long.  The next generation products usually include stylistic changes and quality improvements, but these products are based on technology that is similar to our existing products. Our newer emerging technology products, particularly in the mobile and computer markets, are exhibiting shorter life cycles more similar to the consumer electronics market and are consequently more sensitive to market trends and fashion.  With the acquisition of Altec Lansing, we have increased our consumer business in the electronics markets.  We believe that changes in technology will come at a faster pace.  In addition, to avoid product obsolescence, we will continue to monitor technological changes in telephony, as well as users' demands for new technologies.


During fiscal 2007, 2008 and 2009, we incurred approximately $71.9 million, $77.0 million and $72.1 million, respectively, in research, development and engineering expenses.  Historically, we have conducted most of our research and development with an in-house staff, with limited use of contractors.  Key locations for our research and development staff are our facilities in the United States (“U.S.”), Mexico, China, and the United Kingdom.  During the fourth quarter of fiscal 2006, we opened a design facility in Suzhou, China, co-located with our other Asia Pacific hub operations, which focused primarily on ACG products.  In March 2009, we announced our plans to outsource the production of our Bluetooth products in China.  As a result, our manufacturing facility in Suzhou, China will be closed, and we are currently in the process of putting the facility and the related land rights up for sale.  Our intention is for Bluetooth research and development, supply chain management as well as sales, marketing and administrative support functions, which are all part of our Asia Pacific hub, to continue to be led from our Suzhou facility until our Suzhou facility is sold, at which time, our employees will be relocated to a new nearby location better suited for their continuing responsibilities.  In the second half of fiscal 2008 and the first half of fiscal 2009, in conjunction with our restructuring of AEG’s China operations, we moved AEG’s research and development facilities which had been located in Dongguan, China and Hong Kong to a new site located in Shenzhen, China.
 
SALES AND DISTRIBUTION
 
We maintain a direct sales force worldwide to provide ongoing customer support and service globally. We use commissioned manufacturers' representatives to assist in selling through the retail channel.  We have substantially integrated our sales organization between our two business segments.

We have a well-established, multi-level worldwide distribution network to support our customers’ needs.  To more efficiently and effectively service customer orders, we have substantially integrated our distribution processes for our ACG and AEG businesses in order to take advantages of synergies, which has resulted in a reduced number of distribution centers.  We are continuing to evaluate our logistics processes, and are in the process of implementing new strategies to further reduce our transportation costs.  Currently, we have distribution centers located in the following locations:

 
·
Tijuana, Mexico, which provides logistics services for products destined for customers in the U.S., Canada, Asia Pacific, and Latin America regions;
 
·
Etten-Leur, Netherlands, which provides logistics services for products shipped to customers in our Europe, Middle East and Africa market;
 
·
Milford, Pennsylvania, which provides logistics services for products which are primarily shipped to customers in the US;
 
·
Hong Kong, which provides logistics services for products which are shipped to our Tijuana, Mexico, Milford, Pennsylvania and Netherlands distribution centers as well as to customers located in Asia;
 
·
Suzhou, China, which provides logistics services for products which are shipped within Mainland China;
 
·
Melbourne, Australia, which provides logistics services for products which are shipped to the retail channel in Australia and New Zealand;
 
·
Sao Paulo, Brazil, which provides logistics services for products which are shipped to customers within Brazil; and
 
·
Tokyo, Japan, which provides logistics services for products which are shipped to customers within Japan.

We use third party warehouses in Etten-Leur, Netherlands as well as in Hong Kong, Australia, Brazil and Japan.  We operate all other warehouse facilities.

Our commercial distributors include headset specialists, national wholesalers, and regional wholesalers.  The wholesalers typically offer a wide variety of products from multiple vendors to both resellers and end users.  Our commercial distribution channel generally maintains inventory of our products.
 
Our retail channel consists of (1) consumer electronics retailers, consumer products retailers, office supply distributors; (2) catalog and mail order companies; (3) mass merchants; (4) warehouse clubs; and (5) wireless carrier stores.  Our AEG products are predominantly distributed through retailers.  In addition, ACG headsets are sold through retailers who sell headsets to corporate customers, small businesses, and to individuals who use them for a variety of personal and professional purposes.  Revenues from this channel are cyclical, with our third fiscal quarter typically being the strongest quarter due to holiday seasonality.  Our retail channel also maintains a substantial inventory of our products, and a substantial amount of our domestic retail partners manage inventories of both ACG and AEG products on consignment.  

We have a broad, diverse group of customers whose businesses are located throughout the world.  Our principal customers are distributors, retailers, carriers, and OEMs.  Our commercial distributors and retailers represent our first and second largest sales channels in terms of net revenues, respectively.  Our two business segments share many of the same customers.  No customer accounted for more than 10% of our consolidated net revenues in fiscal 2007, 2008 or 2009.


Our telephony OEMs and manufacturers of automatic call distributor systems and other telecommunications and computer equipment providers also utilize our headsets.  Contact center equipment OEMs do not typically manufacture their own peripheral products and, therefore, distribute our headsets under their own private label, or as a Plantronics-branded product.  Mobile OEMs include both manufacturers of cell phones and wireless carriers.  Wireless carriers do not manufacture headsets, but distribute our headsets as a Plantronics-branded product or under their own private label.  Mobile OEMs, on the other hand, generally require their own design and will sell products under their private label.  

Our telephony service provider channel is comprised of telephone service providers that purchase headsets from us for use by their own agents.  Certain service providers also resell headsets to their customers.

Computer OEMs include both manufacturers of computer hardware (including PCs and specialized components and accessories for PCs) and software.  Most computer OEMs do not manufacture headsets but look for manufacturers such as Plantronics to supply headsets that can be used with their products.

We also make direct sales as a General Services Administration (“GSA”) contractor to certain government agencies, including NASA and the FAA.  In addition, certain distributors are authorized resellers under a GSA schedule price list and sell our products to government customers pursuant to that agreement.  These sales did not comprise a significant portion of our net revenues in fiscal 2009.

Our products may also be purchased directly from our website at www.plantronics.com .
 
BACKLOG
 
Our backlog of unfilled orders was $28.0 million at March 31, 2009 compared to $35.5 million at March 31, 2008.  We include all purchase orders scheduled for delivery over the next 12 months in backlog.  For both segments of our business, we have a “book and ship” business model whereby we fulfill the majority of our orders within 48 hours of our receipt of the order.  Our backlog is occasionally subject to cancellation or rescheduling by the customer on short notice with little or no penalty.  Because of our “book and ship” model, as well as the uncertainty of order cancellations or rescheduling, we do not believe our backlog as of any particular date is indicative of actual sales for any future period and, therefore, should not be used as a measure of future revenue.
 
MANUFACTURING AND SOURCES OF MATERIALS
 
Manufacturing operations for our ACG products consist primarily of assembly and testing.  We have two main manufacturing facilities, which are located in Tijuana, Mexico and Suzhou, China.  In March 2009, we entered into an agreement with an existing third party contract manufacturer to outsource the manufacturing of our Bluetooth products in China which will result in the discontinuance of manufacturing of our Bluetooth products at the Suzhou, China facility in fiscal 2010.  We have a substantially smaller assembly operation in California, and our assembly operation in the United Kingdom which was closed during fiscal 2009.  In addition, we outsource the manufacturing of a limited number of our products to third parties, typically in China and other countries in Asia.  

Prior to the fourth quarter of fiscal 2008, approximately half of our AEG products were manufactured at a facility in Dongguan, China, and the remainder of the products were outsourced to a limited number of third party contract manufacturers who are predominantly located in China.  We shut down our Dongguan, China facility at the end of the third quarter of fiscal 2008 and, in fiscal 2009, we principally outsourced production to third party manufacturers in China along with the limited use of our Suzhou, China facility.  

We purchase the components for our ACG products, including proprietary semi-custom integrated circuits, amplifier boards and other electrical components, primarily from suppliers in Asia, Mexico, the U.S., and Europe.  We purchase the components for our AEG products from suppliers in China, which was managed from our procurement office in Shenzhen, China.  The majority of our components and sub-assemblies used in our manufacturing operations are obtained, or are reasonably available, from dual-source suppliers, although we do have a certain number of sole-source suppliers.    
   
As a result of our restructuring activities in fiscal 2008 in Hong Kong and China for our AEG products and in fiscal 2009 in China and Mexico for our ACG products, we expect to be able to reduce manufacturing costs as well as costs associated with procurement activities.


We procure materials to meet forecasted customer requirements.  Special products and certain large orders are quoted for delivery after receipt of orders at specific lead times.  We maintain minimum levels of finished goods based on market demand in addition to inventories of raw materials, work in process, and sub-assemblies and components.  We write-down inventory items determined to be either excess or obsolete.
 
ENVIRONMENTAL MATTERS
 
We have complied with the European Union and other Directives on the Restrictions of the use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and on Waste Electrical and Electronic Equipment requirements.  Additionally, we are compliant with the RoHS initiatives in China and Korea.
 
We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process.  We believe that our current manufacturing operations comply in all material respects with applicable environmental laws and regulations.  However, it is possible that future environmental legislation may be enacted or current environmental legislation may be interpreted to create environmental liability with respect to our facilities, operations, or products.
 
INTELLECTUAL PROPERTY
 
We maintain a program of seeking patent protection for our technologies when we believe it is commercially appropriate.  As of March 31, 2009, we had 475 worldwide patents in force, expiring between 2009 and 2033.  

Our success will depend in part on our ability to obtain patents and preserve other intellectual property rights covering the design and operation of our products.  We intend to continue to seek patents on our inventions when commercially appropriate.  The process of seeking patent protection can be lengthy and expensive, and there can be no assurance that patents will be issued for currently pending or future applications or that our existing patents or any new patents issued will be of sufficient scope or strength or provide meaningful protection or any commercial advantage to us.  We may be subject to, or may initiate, litigation or patent office interference proceedings, which may require significant financial and management resources.  The failure to obtain necessary licenses or other rights or the advent of litigation arising out of any such intellectual property claims could have a material adverse effect on our operations.
 
We own trademark registrations in the U.S. and a number of other countries with respect to the Plantronics, Clarity and Altec Lansing trademarks as well as the names of many of our products and product features.  We currently have U.S. and foreign trademark applications pending in connection with certain new products and product features.  We also attempt to protect our trade secrets and other proprietary information through comprehensive security measures, including agreements with customers and suppliers, and proprietary information agreements with employees and consultants.  We may seek copyright protection where we believe it is applicable.  We own a number of domain name registrations and intend to seek more as appropriate.  There can be no assurance that our existing or future copyright registrations, trademarks, trade secrets or domain names will be of sufficient scope or strength or provide meaningful protection or any commercial advantage to us.
 
EMPLOYEES
 
On March 31, 2009, we employed approximately 3,600 people worldwide, including approximately 1,900 and 700 employees at our manufacturing facilities in Tijuana, Mexico and Suzhou, China, respectively.  To our knowledge, no employees are currently covered by collective bargaining agreements.  We experienced a brief work stoppage in our Suzhou, China plant as a result of our March 2009 restructuring announcement that we will be discontinuing Bluetooth production at this location in fiscal 2010.  That stoppage was resolved, and we believe that in China, and throughout the world, our employee relations are good.  


Set forth below is certain information regarding the executive officers of Plantronics and their ages as of March 31, 2009.
 
NAME
 
AGE
 
POSITION
Ken Kannappan
 
49
 
President and Chief Executive Officer
Clay Hausmann
 
37
 
Vice President, Corporate Marketing
Don Houston
 
54
 
Senior Vice President, Sales
Barry Margerum
 
57
 
Chief Strategy Officer
Vicki Marion
 
55
 
President, Audio Entertainment Group
Renee Niemi
 
44
 
Vice President, General Manager, Mobile & Entertainment
Mike Perkins
 
50
 
Vice President, Product Development & Technology
Barbara Scherer
 
53
 
Senior Vice President, Finance & Administration and Chief Financial Officer
Joyce Shimizu
 
54
 
Vice President, General Manager Home & Home Office
Carsten Trads
 
53
 
President, Clarity Equipment
Philip Vanhoutte
 
53
 
Managing Director, Europe, Middle East & Africa
Larry Wuerz
 
51
 
Senior Vice President, Worldwide Operations
Chuck Yort
 
50
 
Vice President, General Manager, Business to Business Solutions
 
Mr. Kannappan joined Plantronics in 1995 as Vice President of Sales and was promoted to various positions prior to being named President and Chief Operating Officer in March 1998.  In 1999, he was promoted to Chief Executive Officer and appointed to the Board of Directors.  Prior to joining Plantronics, Mr. Kannappan was Senior Vice President of Investment Banking for Kidder, Peabody & Co. Incorporated, where he was employed from 1985 to1995.  Mr. Kannappan has a Bachelor of Arts degree in Economics from Yale University and a Master of Business Administration from Stanford University.  Mr. Kannappan is also a Director of Mattson Technology, Inc., a supplier of advanced process equipment for the semiconductor industry.
 
Mr. Hausmann joined Plantronics in 2005 as Vice President, Corporate Communications and was promoted to Vice President, Corporate Marketing in 2006.  Prior to joining Plantronics, Mr. Hausmann served as Managing Director of the San Francisco and Los Angeles Offices of Ogilvy Public Relations Worldwide.  Mr. Hausmann has a Bachelor of Arts degree in Broadcast Journalism from the S.I. Newhouse School of Public Communications at Syracuse University.

Mr. Houston joined Plantronics in 1996 as Vice President of Sales and was promoted to Senior Vice President of Sales in 1998.  From 1995 through 1996, Mr. Houston served as Vice President of Worldwide Sales for Proxima Corporation, a designer, developer, manufacturer and marketer of multi-media projection products.  From 1985 to 1995, Mr. Houston held a number of positions at Calcomp, Inc., which is engaged in the business of manufacturing computer peripherals for the CAD and graphic market, including Regional Sales Manager and Vice President of Sales, Service and Marketing.  Prior to 1985, Mr. Houston held various sales and marketing management positions with IBM Corporation.  Mr. Houston graduated from the University of Arizona with a Bachelor of Science degree in Business/Marketing.
 
Mr. Margerum joined Plantronics in 1994 as Vice President of Marketing and was promoted in 1996 to President and General Manager of the Computer and Mobile Systems Group.  In 1997, he left Plantronics to become President and CEO of Euphonix, Inc., a public company in the high-end audio equipment space.  In 2000, he re-joined Plantronics and in 2004 became Vice President of Strategy and Business Development and in 2008, he was named Chief Strategy Officer.  Prior to joining Plantronics, from 1989 to 1994, Mr. Margerum was CEO of Mitem Corporation, a middleware software company.  From 1980 to 1989, he was Vice President of Marketing for GRiD Systems Corporation, a laptop computer manufacturer, where he held a variety of marketing and sales positions.  Mr. Margerum also worked for Apple, Inc. and IBM Corporation.  Mr. Margerum holds a Bachelor of Science in Engineering from Princeton University and a Master of Business Administration from Stanford University.

Ms. Marion joined Plantronics in 2007 as President of the Audio Entertainment Group.  Prior to joining Plantronics, Ms. Marion was an angel investor, director and advisor for Rivet International from 2006 to 2007.  She held CEO positions at Viadux, Inc. from 2001 to 2006 and also at Jabra Corporation from 1996 to 2001.  Ms. Marion also held senior management positions at IRT Corporation from 1987 to 1995.  Ms. Marion holds a Bachelor of Arts in Economics from Stanford University.

Ms. Niemi joined Plantronics in 2005 with nearly 21 years experience in the mobile computing and communications industries.  Prior to joining Plantronics, Ms. Niemi held senior positions with companies such as Visto Corporation, Mobilesys, Inc., Xircom and NEC Technologies and was most recently at Danger, Inc.  Ms. Niemi also spent close to seven years at Xircom, Inc. where she served as Vice President of Worldwide Marketing, responsible for branding, product strategy, market development, e-commerce, and marketing.  Ms. Niemi graduated from Santa Clara University with a Bachelor of Science degree in Electrical Engineering.  She also earned a certificate in General Management for High Technology from Stanford University’s IEEE Joint Program.


Mr. Perkins joined Plantronics in 2008 as Vice President, Product Development and Technology.  Prior to joining Plantronics, he held various positions at HP including Vice President/General Manager of HP’s Voodoo Business Unit and several Research and Development Vice President roles in HP’s locations in California, Grenoble, France and Bristol, England.  Prior to his positions at HP, he was the Senior Vice President Research and Development at LeapFrog Enterprises from 2002 to 2005.   Mr. Perkins holds a Bachelor of Science degree in Applied Mechanics and Biomedical Engineering from the University of California at San Diego.

Ms. Scherer joined Plantronics in 1997 as Vice President of Finance & Administration and Chief Financial Officer.  In 1998, Ms. Scherer was promoted to Senior Vice President of Finance & Administration and Chief Financial Officer.  Prior to joining Plantronics, Ms. Scherer held various executive management positions in the data storage industry, principally with Micropolis Corporation, did strategic planning with the Boston Consulting Group, and was a member of the corporate finance team at ARCO.  Ms. Scherer has Bachelor degrees in Economics and in Environmental Studies from the University of California, Santa Barbara and received a Master of Business Administration from the Yale School of Organization and Management.  Ms. Scherer is also a Director of Keithley Instruments Inc, a supplier of measurement and testing devices.
 
Ms. Shimizu joined Plantronics in 1983 and in 2005 was named Vice President, General Manager of the Home and Home Office Business Group.  Prior to this promotion, she had served as our Vice President of Strategic Portfolio and Product Management since 2003.  She also previously served as our President of the Mobile Communications product group.  From 1995 to 1999, Ms. Shimizu was the Senior Marketing Director for the Computer and Mobile Systems product group, the predecessor to the Mobile Communications product group.  Ms. Shimizu held various positions prior to 1995 in our marketing and sales organizations. Ms. Shimizu received a Bachelor's degree in Japanese from the University of California, Los Angeles and a Master of Business Administration from the Monterey Institute of International Studies.
 
Mr. Trads joined Clarity (formerly Walker-Ameriphone) in 2003 as President.  From 1994 until joining Plantronics, Mr. Trads held various positions within GN ReSound, a manufacturer of hearing aids and audiological measurement equipment.  From 1998 to 2003, Mr. Trads served as President of GN ReSounds’ North American operation and from 1994 until 1998 he served as a Senior Vice President at its headquarters in Copenhagen, Denmark, where he was a member of the executive management committee and the global management group and also led the sales and marketing organization.  From 1991 to 1994, Mr. Trads was Vice President of Sales and Marketing for Dancall Radio A/S, a manufacturer of cell phones and cordless phones.  From 1985 to 1991, he held management positions in the distribution and marketing divisions of Bang and Olufsen Group, a global manufacturer of consumer electronics.  Mr. Trads holds a degree in Business Administration and Management from the Copenhagen Business School in Denmark.
 
Mr. Vanhoutte joined Plantronics in 2003 as Managing Director of Europe, Middle East and Africa (“EMEA”).  From 2001 until 2003, he served as Corporate Vice President of Marketing at Sony Ericsson Mobile Communications.  From 2000 to 2001, Mr. Vanhoutte served as Vice President of Strategic Market Development at Ericsson’s Personal Communications Division.  From 1998 until 2000, he served as Senior Vice President of Products, Marketing and Sales at MCI WorldCom’s International Division in London.  From 1994 until 1998, Mr. Vanhoutte held various marketing and general management positions at Dell Computer Corporation including, General Manager for the Business Systems Division in the U.S., Managing Director for Dell Direct in the United Kingdom and Ireland, and Vice President of Products, Marketing & Services for EMEA.  Beginning in 1991, he worked for Nokia Data as Vice President of Marketing, which was merged into Fujitsu-ICL Systems Inc. where he continued as Vice President of Marketing, Personal Systems and Client-Server Division until 1994.  From 1985 until 1991, Mr. Vanhoutte worked in various European marketing and division manager roles with Wang Laboratories.  He started his career at Arthur Andersen’s Benelux Information Consulting Division in 1977 where he specialized in structured programming and office automation.  Mr. Vanhoutte studied Applied Economics and Engineering at the University of Leuven, Belgium.

Mr. Wuerz joined Plantronics in 2007 as Senior Vice President of Worldwide Operations.  Prior to Plantronics, Mr. Wuerz spent 28 years at Hewlett-Packard (“HP”) where he held several senior positions.  Most recently, Mr. Wuerz was the Worldwide Vice President of Operations and Supply Chain for the Desktop Personal Computer organization, including consumer, commercial and workstation PCs. Prior to this role, Mr. Wuerz held the same title for HP’s Consumer Desktop Personal Computer organization.  In addition to Mr. Wuerz’s operations roles at HP, he also held senior positions in other functional areas, including Research and Development and Human Resources.  Mr. Wuerz holds a Master of Science in Electrical Engineering degree from Stanford University and a Bachelor of Science in Electrical Engineering from the University of Missouri – Rolla.


Mr. Yort joined Plantronics in 2005 as Vice President and General Manager of Business-to-Business Solutions.  Prior to joining Plantronics, Mr. Yort was Vice President of Business Development at Venturi Wireless, where he led strategic relations with mobile wireless carriers and infrastructure players.  Before Venturi, he was the Vice President of Business Development and Marketing at PolyFuel, Inc., a pioneer in direct methanol fuel cell-powered products.  From 1998 to 2000, Mr. Yort directed Palm, Inc.’s enterprise business as its general manager.  He has also held management positions at 3Com, HP and Inmac.  Mr. Yort has a Master of Business Administration from Stanford University's Graduate School of Business and a Bachelor of Science in Engineering degree and a Bachelor of Arts degree from Princeton University.
 
Executive officers serve at the discretion of the Board of Directors.  There are no family relationships between any of the directors and executive officers of Plantronics.
 
ITEM 1A. RISK FAC TORS
 
Investors in our stock should carefully consider the following risk factors in connection with any investment in our stock.  Our stock price will reflect the performance of our business relative to, among other things, our competition, expectations of securities analysts or investors, and general economic market conditions and industry conditions.  Our business, financial condition and results of operations could be materially adversely affected if any of the following risks occur.  Accordingly, the trading price of our stock could decline, and investors could lose all or part of their investment.
 
Economic conditions could continue to materially adversely affect the Company.

Our operations and performance depend significantly on worldwide economic conditions.  Uncertainty about current global economic conditions poses a risk as consumers and businesses have postponed spending in response to tighter credit, negative financial news and/or declines in income or asset values, which have had a material negative effect on demand for our products.  Other factors that have influenced demand include volatility in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors affecting consumer spending behavior.  These and other economic factors have had a material adverse effect on demand for our products and on our financial condition and operating results and may continue to have such an effect in the future.

The current financial turmoil affecting the banking system and financial markets and the possibility that additional financial institutions may consolidate or go out of business has resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit, currency, and equity markets.  There could be a number of follow-on effects from the credit crisis on our business, including the insolvency of key suppliers or their inability to obtain credit to finance development and/or manufacture products resulting in product delays,; inability of customers, including channel partners, to obtain credit to finance purchases of our products; and insolvencies of our customers and/or channel partners.

Other effects may include the failure of derivative counterparties and other financial institutions negatively impacting our treasury operations.  Other income and expense also could vary materially from expectations depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from revaluations of debt and equity securities and other investments; interest rates; cash balances; and changes in fair value of derivative instruments. The current volatility in the financial markets and overall economic uncertainty increase the risk the actual amounts realized in the future on our financial instruments could differ significantly from the fair values currently assigned to them.

As a result of the worldwide economic conditions described above, revenue in all portions of our business has declined in the fourth quarter of fiscal 2009.  We currently believe that revenue in fiscal 2010 will be lower than in fiscal 2009.   If conditions deteriorate further, our forecasted demand may not materialize to the levels we require to achieve our anticipated financial results, which could in turn have a material adverse effect on our revenue, profitability and the market price of our stock.  

A significant portion of our profits comes from the contact center market.  We have experienced a significant decline in that market and a further decline in demand will materially adversely affect our results.  The economic conditions described above have resulted in a reduction in the establishment of new contact centers and in capital investments to expand or upgrade existing centers, and this has negatively affected our business.  We are not able to predict when economic conditions will improve or when an increase in the establishment of new contact centers or an increase in capital investments in contact centers may occur.  Because of our reliance on the contact center market, we have been more affected by changes in the rate of contact center establishment and expansion and the communications products used by contact center agents than would a company serving a broader market.  Any further decrease in the demand for contact centers and related headset products will cause a further decrease in the demand for our products, which will materially adversely affect our business, financial condition and results of operations.


In the office market, voluntary turnover and new hiring typically lead to an increase in office product sales due to the purchase of equipment for new employees.  However, as a result of the global recession, the sales of our office products have declined because our customers are cutting costs, reducing hiring and/or laying-off employees.  This decrease in sales of office products has made it difficult to generate the revenue and margin necessary to achieve our targeted financial results.

In addition, as a result of the economic slowdown, we have received returns from our retailers of products in excess of our historical experience rates.  If product returns continue at such levels or increase, our revenues will be negatively impacted since returns net against revenue.  Failure to meet our anticipated demand projections has created excess levels of inventory, which has resulted in additional reserves for excess and obsolete inventory, negatively impacting our financial results.

During the third quarter of fiscal 2009, as a result of the effect of the current economic conditions on the business, an impairment review was triggered which resulted in an impairment charge in our AEG reporting segment of $54.7 million of goodwill, $58.7 million of intangible assets and $4.1 million of property, plant and equipment.  We performed our annual impairment review of goodwill and purchased intangible assets with indefinite lives in the fourth quarter of fiscal 2009 which did not indicate any further impairment of goodwill or intangible assets.  However, if forecasted gross profit growth rates are not achieved due to further declines in the current economic conditions, it is reasonably possible that we could incur additional impairment charges as a result of our next annual impairment tests in the fourth quarter of fiscal 2010 or that an impairment review may be triggered for the remaining intangible assets which could require an additional impairment charge in the future.  We will continue to evaluate the recoverability of the carrying amount of our goodwill and long-lived assets on an ongoing basis, and we may incur substantial impairment charges, which would adversely affect our financial results.  There can be no assurance that the outcome of such reviews in the future will not result in substantial impairment charges.

Our operating results are difficult to predict, and fluctuations may cause volatility in the trading price of our common stock.

Given the nature of the markets in which we compete, our revenues and profitability are difficult to predict for many reasons, including the following:
 
 
·
Our operating results are highly dependent on the volume and timing of orders received during the quarter, which are difficult to forecast.  Customers generally order on an as-needed basis, and we typically do not obtain firm, long-term purchase commitments from our customers.  As a result, our revenues in any quarter depend primarily on orders booked and shipped in that quarter.
 
 
·
We incur a large portion of our costs in advance of sales orders because we must plan research and production, order components and enter into development, sales and marketing, and other operating commitments prior to obtaining firm commitments from our customers.  In the event we acquire too much inventory for certain products, the risk of future inventory write-downs increases.  In the event we have inadequate inventory to meet the demand for particular products, we may miss significant revenue opportunities or incur significant expenses such as air freight, expediting shipments, and other negative variances in our manufacturing processes as we attempt to make up for the shortfall.  When a significant portion of our revenue is derived from new products, forecasting the appropriate volumes of production is even more difficult.
 
 
·
In the ACG segment, our prices and gross margins are generally lower for sales to Business-to-Consumer (“B2C”) customers compared to sales to our Business-to-Business (“B2B”) customers.  In addition, our prices and gross margins can vary significantly by product line as well as within product lines.  Therefore, our profitability depends, in part, on the mix of our B2B to B2C customers as well as our product mix.  In the AEG segment, our prices and gross margins are generally lower for our PC Audio products than for our Docking Audio products; therefore, our profitability depends, in part, on our mix of PC Audio to Docking Audio products.  The size and timing of our product mix and opportunities in these markets are difficult to predict.
 
 
·
We have substantially refreshed our AEG product line; however, market adoption of new products is difficult to predict.
 
 
·
A significant portion of our annual retail sales for AEG generally occurs in the third fiscal quarter, thereby increasing the difficulty of predicting revenues and profitability from quarter to quarter and in managing inventory levels.
 
Fluctuations in our operating results may cause volatility in the trading price of our common stock.


Our consumer business has had and may continue to have an adverse effect on our financial condition.

Our consumer business which primarily consists of our AEG segment, Bluetooth headsets and computer and gaming headsets has been and will continue to be significantly impacted by the weak retail environment which could negatively impact our revenue, gross profit and operating results.  The risks faced in connection with this include the following:
 
 
·
we believe that the turnaround for AEG is largely dependent on the market success of its new product portfolio.  We placed some of the products within our new portfolio beginning in the Fall of 2008 which continued through the end of fiscal 2009 and will continue through fiscal 2010, although ongoing product refreshes on a routine basis after that will also be required.  The development of these new products may not evolve as anticipated.  There can be no assurance that these new products will be successful and, during the time we are developing the new products, our competitors are selling products to our customers and increasing their market share;
 
 
·
competition may continue to increase in the retail markets more than we expect;
 
 
·
meeting the spring and fall market windows for consumer products;
 
 
·
difficulties retaining or obtaining shelf space for consumer products in our sales channel;
 
 
·
difficulties retaining or improving the brand recognition associated with the Altec Lansing brand during the turnaround;
 
 
·
difficulties in achieving a sufficient gross margin and uncertainties in the demand for consumer audio products in the current economic environment; and
 
 
·
the global downturn in the economy has lessened the amount spent generally by consumers decreasing the demand for our consumer products.
 
If we do not match production to demand, we may lose business or our gross margins could be materially adversely affected.

Our industry is characterized by rapid technological change, frequent new product introductions, short-term customer commitments and rapid changes in demand.  We determine production levels based on our forecasts of demand for our products.  Actual demand for our products depends on many factors, which makes it difficult to forecast.  We have experienced differences between our actual and our forecasted demand in the past and expect differences to arise in the future.

Some of our products utilize long-lead time parts which are available from a limited set of vendors.  The combined effects of variability of demand among the customer base and significant long-lead time of single sourced materials has historically contributed to significant inventory write-downs, particularly in inventory for consumer products.  For B2B products, long life-cycles periodically necessitate last-time buys of raw materials which may be used over the course of several years.  We routinely review inventory for usage potential, including fulfillment of customer warranty obligations and spare part requirements.  We write down to net realizable value the excess and obsolete (“E&O”) inventory.  We evaluate the future realizable value of inventories and impact on gross margins, taking into consideration product life cycles, technological and product changes, demand visibility and other market conditions.  We believe our current process for writing down inventory appropriately balances the risk in the marketplace with a fair representation of the realizable value of our inventory.

In view of the uncertainties inherent in the global recession, it is particularly difficult to make accurate forecasts in this business environment.  Significant unanticipated fluctuations in supply or demand and the global trend towards consignment of products could cause the following operating problems, among others:

 
·
If forecasted demand does not develop, we could have excess inventory and excess capacity.  Over-forecast of demand could result in higher inventories of finished products, components and sub-assemblies.  In addition, because our retail customers have pronounced seasonality, we must build inventory well in advance of the December quarter in order to stock up for the anticipated future demand.  If we were unable to sell these inventories, we would have to write off some or all of our inventories of excess products and unusable components and sub-assemblies.  Excess manufacturing capacity could lead to higher production costs and lower margins.

 
·
If demand increases beyond that forecasted, we would have to rapidly increase production.  We currently depend on suppliers to provide additional volumes of components and sub-assemblies, and we are experiencing greater dependence on single source suppliers; therefore, we might not be able to increase production rapidly enough to meet unexpected demand.  There could be short-term losses of sales while we are trying to increase production.


 
·
The production and distribution of Bluetooth and other wireless headsets presents many significant manufacturing, marketing and other operational risks and uncertainties:

 
·
our dependence on third parties to supply key components, many of which have long lead times;
 
·
our ability to forecast demand for the variety of new products within this product category for which relevant data is incomplete or unavailable; and
 
·
longer lead times with suppliers than commitments from some of our customers.

 
·
If we are unable to deliver products on time to meet the market window of our retail customers, we will lose opportunities to increase revenues and profits, or we may incur penalties for late delivery.  We may also be unable to sell these finished goods, which would result in excess or obsolete inventory.

Any of the foregoing problems could materially and adversely affect our business, financial condition and results of operations.

We sell our products through various channels of distribution that can be volatile, and failure to establish and maintain successful relationships with our channel partners could materially adversely affect our business, financial condition or results of operations.  We have experienced the bankruptcy of certain customers and further bankruptcies or financial difficulties of our customers may occur.

We sell substantially all of our products through distributors, retailers, OEMs and telephony service providers.  Our existing relationships with these parties are not exclusive and can be terminated by either party without cause.  Our channel partners also sell or can potentially sell products offered by our competitors.  To the extent that our competitors offer our channel partners more favorable terms or more compelling products, such partners may decline to carry, de-emphasize or discontinue carrying our products.  In the future, we may not be able to retain or attract a sufficient number of qualified channel partners.  Further, such partners may not recommend or may stop recommending our products.  In the future, our OEMs or potential OEMs may elect to manufacture their own products that are similar to those we currently sell to them.  The inability to establish or maintain successful relationships with distributors, OEMs, retailers and telephony service providers or to expand our distribution channels could materially adversely affect our business, financial condition or results of operations.  Finally, as a result of the global recession we have experienced the bankruptcy of certain customers, and it is not possible to predict whether additional bankruptcies of our customers may occur.

As a result of the evolution of our B2C business, our customer mix is changing, and certain retailers, OEMs and wireless carriers are becoming more significant.  This greater reliance on certain large channel partners could increase the volatility of our revenues and earnings.  In particular, we have several large customers whose order patterns are difficult to predict.  Offers and promotions by these customers may result in significant fluctuations of their purchasing activities over time.  If we are unable to anticipate the purchase requirements of these customers, our revenues may be adversely affected, or we may be exposed to large volumes of inventory that cannot be immediately resold to other customers.

We have strong competitors and expect to face additional competition in the future.  If we are unable to compete effectively, our results of operations may be adversely affected.

All of our markets are intensely competitive.  We could experience a decline in average selling prices, competition on sales terms and conditions or continual performance, technical and feature enhancements from our competitors in the retail market.  Also, aggressive industry pricing practices have resulted in downward pressure on margins from both our primary competitors as well as from less established brands.

Currently, our single largest competitor is GN Store Nord A/S (“GN”), a Danish telecommunications conglomerate with whom we experience price competition in the business markets.  Motorola is a significant competitor in the consumer headset market, primarily in the mobile Bluetooth market, and has a brand name that is very well known and supported with significant marketing investments.  Motorola also benefits from the ability to bundle other offerings with its headsets.  We are also experiencing competition from other consumer electronics companies that currently manufacture and sell mobile phones or computer peripheral equipment.  These competitors generally are larger, offer broader product lines, bundle or integrate with other products’ communications headset tops and bases manufactured by them or others, offer products containing bases that are incompatible with our headset tops and have substantially greater financial, marketing and other resources than we do.
 
16


Competitors in audio devices vary by product line.  The most competitive product line is headsets for cell phones where we compete with Motorola, Nokia, GN’s Jabra brand, Sony Ericsson, Samsung, Aliph’s Jawbone brand, and Belkin among many others.  Many of these competitors have substantially greater resources than we have, and each of them has established market positions in this business.  In the PC and office and contact center markets, the largest competitor is GN, as well as Sennheiser Communications.  For PC and gaming headset applications, our primary competitor is Logitech.  In the Audio Entertainment business, competitors include Bose, Apple, Logitech, Creative Labs, iHome, and Harman International.

Our product markets are intensely competitive, and market leadership changes frequently as a result of new products, designs and pricing.  We are facing additional competition from companies, principally located in the Asia Pacific region, which offer very low cost headset products, including products that are modeled on or are direct copies of our products.  These new competitors are offering very low cost products which results in pricing pressure in the market.  If market prices are substantially reduced by such new entrants into the headset market, our business, financial condition or results of operations could be materially adversely affected.

If we do not continue to distinguish our products, particularly our retail products, through distinctive, technologically advanced features and design, as well as continue to build and strengthen our brand recognition, our business could be harmed.   If we do not otherwise compete effectively, demand for our products could decline, our gross margins could decrease, we could lose market share, and our revenues and earnings could decline.

The success of our business depends heavily on our ability to effectively market our products, and our business could be materially adversely affected if markets do not develop as we expect.
 
We compete in the business market for the sale of our office and contact center products.  We believe that our greatest long-term opportunity for profit growth in ACG is in the office market, and our foremost strategic objective for this segment is to increase headset adoption.  To this end, we are investing in creating new products that are more appealing in functionality and design as well as targeting certain vertical segments to increase sales.  We continue to believe that the implementation of UC technologies by large corporations will be a significant long-term driver of office headset adoption, and, as a result, a key long-term driver of revenue and product growth.  Despite weak economic conditions, trial deployments of UC solutions and headsets continue to grow, with some evidence that the cost savings and productivity enhancements derived from UC are driving the expansion of existing deployments in both the U.S. and Europe. We can give no assurance that significant growth in UC will occur during the recession or thereafter.  However, we believe that we are well positioned in the UC market and that our competitive position continues to improve.
 
Our ability to realize our UC plans and to achieve the financial results projected to arise from UC adoption could be adversely affected by the following factors: (i) the risk that, as UC becomes more widely adopted, 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 such as Microsoft, Avaya, IBM and Cisco, and we have a limited ability to influence such providers with respect to the functionality of their platforms, their rate of deployment, and their willingness to integrate their platforms with our solutions; (iii) the development of UC solutions is technically complex and this may delay or obstruct our ability to introduce solutions to the market on a timely basis and that are cost effective, feature rich, stable and attractive to our customers; (iv) as UC becomes more widely adopted we anticipate that competition for market share will increase, and some competitors may have superior technical and economic resources, and (v) UC solutions may not be adopted with the breadth and speed in the marketplace that we currently anticipate.
 
If these investments do not generate incremental revenue, our business could be materially affected.  We are also experiencing a more aggressive and competitive environment with respect to price in our business markets, leading to increased order volatility which puts pressure on profitability and could result in a loss of market share if we do not respond effectively.

We also compete in the consumer market for the sale of our mobile, computer audio, gaming, Altec Lansing and Clarity products.  We believe that effective product promotion is highly relevant in the consumer market, which is dominated by large brands that have significant consumer mindshare.  We have invested in marketing initiatives to raise awareness and consideration of the Plantronics’ products.  We believe this will help increase preference for Plantronics and promote headset adoption overall.  The consumer market is characterized by relatively rapid product obsolescence, and we are at risk if we do not have the right products at the right time to meet consumer needs.  In addition, some of our competitors have significant brand recognition, and we are experiencing more competition in pricing actions, which can result in significant losses and excess inventory.

If we are unable to stimulate growth in our business, if our costs to stimulate demand do not generate incremental profit, or if we experience significant price competition, our business, financial condition, results of operations and cash flows could suffer.  In addition, failure to effectively market our products to customers could lead to lower and more volatile revenue and earnings, excess inventory and the inability to recover the associated development costs, any of which could also have a material adverse effect on our business, financial condition, results of operations and cash flows.


Our business will be materially adversely affected if we are not able to develop, manufacture and market new products in response to changing customer requirements and new technologies.

The market for our products is characterized by rapidly changing technology, evolving industry standards, short product life cycles and frequent new product introductions.  As a result, we must continually introduce new products and technologies and enhance existing products in order to remain competitive, particularly with respect to our AEG business.

The technology used in our products is evolving more rapidly now than it has historically, and we anticipate that this trend may accelerate.  Historically, the technology used in lightweight communications headsets and speakers has evolved slowly.  New products have primarily offered stylistic changes and quality improvements rather than significant new technologies.  Our increasing reliance and focus on the consumer market has resulted in a growing portion of our products incorporating new technologies, experiencing shorter lifecycles and a need to offer deeper product lines.  We believe this is particularly true for our newer emerging technology products especially in the speaker, mobile, computer, residential and certain parts of the office markets.  In particular, we anticipate a trend towards more integrated solutions that combine audio, video, and software functionality, while currently our focus is limited to audio products.

We are also experiencing a trend away from corded headsets to cordless products.  In general, our corded headsets have had higher gross margins than our cordless products, but the margin on cordless headsets is trending higher.  In addition, we expect that office phones will begin to incorporate Bluetooth functionality, which would open the market to consumer Bluetooth headsets and reduce the demand for our traditional office telephony headsets and adapters as well as impacting potential revenues from our own wireless headset systems, resulting in lost revenue and lower margins.  Should we not be able to maintain the higher margins on our cordless products that we recently achieved, our revenue and profits will decrease.

In addition, innovative technologies such as UC have moved the platform for certain of our products from our customers’ closed proprietary systems to open platforms such as the PC.  In turn, the PC has become more open as a result of such technologies as cloud computing and open source code development.  As a result, we are exposed to the risk that current and potential competitors could enter our markets and commoditize our products by offering similar products.

The success of our products depends on several factors, including our ability to:
 
 
·
anticipate technology and market trends;
 
 
·
develop innovative new products and enhancements on a timely basis;
 
 
·
distinguish our products from those of our competitors;
 
 
·
create industrial design that appeals to our customers and end-users;
 
 
·
manufacture and deliver high-quality products in sufficient volumes; and
 
 
·
price our products competitively.
 
If we are unable to develop, manufacture, market and introduce enhanced or new products in a timely manner in response to changing market conditions or customer requirements, including changing fashion trends and styles, it will materially adversely affect our business, financial condition and results of operations.  Furthermore, as we develop new generations of products more quickly, we expect that the pace of product obsolescence will increase concurrently.  The disposition of inventories of excess or obsolete products may result in reductions to our operating margins and materially adversely affect our earnings and results of operations.

We depend on original design manufacturers and contract manufacturers who may not have adequate capacity to fulfill our needs or may not meet our quality and delivery objectives which could have an adverse effect on our business.

Original design manufacturers and contract manufacturers produce key portions of our product lines for us, including all of our Bluetooth products and most of our AEG products.  Our reliance on these original design manufacturers and contract manufacturers involves significant risks, including reduced control over quality and logistics management, the potential lack of adequate capacity and loss of services.  Financial instability of our manufacturers or contractors resulting from the global recession or otherwise could result in our having to find new suppliers, which could increase our costs and delay our product deliveries. These manufacturers and contractors may also choose to discontinue building our products for a variety of reasons.  Consequently, we may experience delays in the timeliness, quality and adequacy of product deliveries, any of which could harm our business and operating results.


We recently announced that we will outsource the manufacturing of all of our Bluetooth headsets to GoerTek, Inc., which is an existing supplier located in Weifang, China.  As a result, we plan to stop manufacturing in our Suzhou, China facility in the first half of fiscal 2010.  The manufacturing of our Bluetooth products will therefore be dependent upon GoerTek to deliver timely the quantities of products that we demand and to meet our quality standards.  In the event that GoerTek is unable to meet our requirements or becomes unable to remain in business as a result of the global recession or otherwise, our Bluetooth business could be severely and materially affected as it may be difficult to ramp-up a new manufacturer on a timely and cost effective basis.

Prices of certain raw materials, components and sub-assemblies may rise or fall depending upon global market conditions.

We have experienced volatility in costs from our suppliers, particularly in light of the price fluctuations of oil and other products in the U.S. and around the world.  We may continue to experience volatility which could affect profitability and/or market share.  If we experience cost increases and are unable to pass these on to our customers or to achieve operating efficiencies that offset these increases, our business, financial condition and results of operations may be materially and adversely affected.

The failure of our suppliers to provide quality components or services in a timely manner could adversely affect our results.

Our growth and ability to meet customer demand depends in part on our ability to obtain timely deliveries of raw materials, components, sub-assemblies and products from our suppliers.  We buy raw materials, components and sub-assemblies from a variety of suppliers and assemble them into finished products.  We also have certain of our products manufactured for us by third party suppliers.  The cost, quality, and availability of such goods are essential to the successful production and sale of our products.  Obtaining raw materials, components, sub-assemblies and finished products entails various risks, including the following:

 
·
Rapid increases in production levels to meet unanticipated demand for our products could result in higher costs for components and sub-assemblies, increased expenditures for freight to expedite delivery of required materials, and higher overtime costs and other expenses.  These higher expenditures could lower our profit margins.  Further, if production is increased rapidly, there may be decreased manufacturing yields, which may also lower our margins.

 
·
We obtain certain raw materials, sub-assemblies, components and products from single suppliers, including all of our Bluetooth products from GoerTek, Inc.  Alternate sources for these items are not readily available.  Any failure of our suppliers to remain in business, to provide us with the quantity of components or products that we need or to purchase the raw materials, subcomponents and parts required by them to produce and provide to us the components or products we need could materially adversely affect our business, financial condition and results of operations.

 
·
Although we generally use standard raw materials, parts and components for our products, the high development costs associated with emerging wireless technologies requires us to work with only a single source of silicon chip-sets on any particular new product.  We, or our supplier(s) of chip-sets, may experience challenges in designing, developing and manufacturing components in these new technologies which could affect our ability to meet market schedules.  Due to our dependence on single suppliers for certain chip sets, we could experience higher prices, a delay in development of the chip-set, or the inability to meet our customer demand for these new products.  Additionally, these suppliers or other suppliers may enter into bankruptcy, discontinue production of the parts we depend on or may not be able to produce due to financial difficulties or to the global recession.  If this occurs, we may have difficulty obtaining sufficient product to meet our needs.  This could cause us to fail to meet customer expectations.  If customers turn to our competitors to meet their needs, there could be a long-term adverse impact on our revenues and profitability.  Our business, operating results and financial condition could therefore be materially adversely affected as a result of these factors.

 
·
Because of the lead times required to obtain certain raw materials, sub-assemblies, components and products from certain foreign suppliers, we may not be able to react quickly to changes in demand, potentially resulting in either excess inventories of such goods or shortages of the raw materials, sub-assemblies, components and products.  Lead times are particularly long on silicon-based components incorporating radio frequency and digital signal processing technologies and such components are an increasingly important part of our product costs.  In particular, many B2C customer orders have shorter lead times than the component lead times, making it increasingly necessary to carry more inventory in anticipation of those orders, which may not materialize.  Failure in the future to match the timing of purchases of raw materials, sub-assemblies, components and products to demand could increase our inventories and/or decrease our revenues and could materially adversely affect our business, financial condition and results of operations.


 
·
Most of our suppliers are not obligated to continue to provide us with raw materials, components and sub-assemblies.  Rather, we buy most of our raw materials, components and subassemblies on a purchase order basis.  If our suppliers experience increased demand or shortages, it could affect deliveries to us.  In turn, this would affect our ability to manufacture and sell products that are dependent on those raw materials, components and subassemblies.  Any such shortages would materially adversely affect our business, financial condition and results of operations.

We have significant foreign manufacturing operations that are inherently risky, and a significant amount of our revenues are generated internationally.

We have a manufacturing facility in Tijuana, Mexico and a design and manufacturing facility in Suzhou, China.  In our Suzhou, China location, we intend to stop our manufacturing operations in fiscal 2010.  We also have suppliers and other vendors throughout Asia, including GoerTek, Inc. who will be the sole manufacturer of our Bluetooth products located in Weifang, China.  We also generate a significant amount of our revenues from foreign customers.  The inherent risks of international operations could materially adversely affect our business, financial condition and results of operations.

The types of risks faced in connection with international operations and sales include, among others:
 
 
·
fluctuations in foreign exchange rates;
 
 
·
cultural differences in the conduct of business;
 
 
·
greater difficulty in accounts receivable collection and longer collection periods;
 
 
·
the impact of the global recession;
 
 
·
reduced protection for intellectual property rights in some countries;
 
 
·
unexpected changes in regulatory requirements;
 
 
·
tariffs and other trade barriers;
 
 
·
political conditions, civil unrest or criminal activities within each country;
 
 
·
the management and operation of an enterprise spread over various countries;
 
 
·
the burden and administrative costs of complying with a wide variety of foreign laws and regulations; and
 
 
·
currency restrictions.
 
We are exposed to fluctuations in foreign currency exchange rates which may adversely affect our gross profit and profitability.

Fluctuations in foreign currency exchange rates impact our revenues and profitability because we report our financial statements in U.S. dollars, whereas a significant portion of our sales to customers are transacted in other currencies, particularly the Euro and Great Britain Pound (“GBP”).  Furthermore, fluctuations in foreign currencies impact our global pricing strategy resulting in our lowering or raising selling prices in one or more currencies in order to avoid disparity with U.S. dollar prices and to respond to currency-driven competitive pricing actions.  We also have significant manufacturing operations in Mexico and fluctuations in the currency exchange rate can impact our gross profit and profitability.  During the last half of fiscal 2009, we experienced an unfavorable impact on our net income primarily as a result of the weakening of the Euro and GBP against the U.S. dollar.  Currency exchange rates are difficult to predict, and we may not be able to predict changes in exchange rates in the future.  We hedge a portion of our Euro and GBP forecasted revenue exposure for the future 12 month period, which partially offset the impact of a stronger dollar during part of fiscal 2009.  However, over time, the current exchange rates or a further increase in the value of the U.S. dollar relative to the Euro or the GBP could negatively impact our revenues, gross profit and profitability in the future.

We have intangible assets and goodwill recorded on our balance sheet and we have recently recognized an impairment loss.  If the carrying value of our goodwill or intangible assets is not recoverable, a further impairment loss may be recognized, which would adversely affect our financial results.

As a result of the acquisition of Altec Lansing and Volume Logic in fiscal 2006, we recorded a significant amount of goodwill and intangible assets on our balance sheet.


During the third quarter of fiscal 2009, as a result of the effect of the current economic conditions on the business, an impairment review was triggered which resulted in an impairment of $54.7 million of goodwill, $58.7 million of intangible assets related to the purchase of Altec Lansing and $4.1 million of AEG property, plant and equipment.

We completed our annual review of goodwill and purchased intangible assets with indefinite lives for impairment during the fourth quarter of fiscal 2009 which indicated that there was no further impairment of goodwill or intangible assets.  Given the current economic environment and the uncertainties regarding the impact on the business, there can be no assurance that the estimates and assumptions regarding the duration of the current economic downturn, or the period or strength of recovery, made for purposes of testing the goodwill and indefinite lived intangible assets for impairment during the third and fourth quarter of fiscal 2009 will prove to be accurate predictions of the future.  If the assumptions regarding forecasted revenue or margin growth rates of the AEG reporting unit are not achieved or if certain alternatives being evaluated by management to improve the profitability of the AEG segment do not materialize, it is reasonably possible we may be required to record additional impairment charges related to the Altec Lansing trademark and trade name in future periods, whether in connection with our next annual impairment review in the fourth quarter of fiscal 2010 or prior to that if indicators of impairment exist.  It is also reasonably possible that an impairment review may be triggered for the remaining intangible assets associated with Altec Lansing.  The net book value of these intangible assets as of March 31, 2009 was $21.9 million.  It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.
 
Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and results of operations.

We have significant operations in various tax jurisdictions throughout the world, and a substantial portion of our taxable income historically has been generated in jurisdictions outside of the U.S.  Currently, some of our operations are taxed at rates substantially lower than U.S. tax rates.  If our income in these lower tax jurisdictions were no longer to qualify for these lower tax rates, if the applicable tax laws were rescinded or changed, or if the mix of our earnings shifts from lower rate jurisdictions to higher rate jurisdictions, our operating results could be materially adversely affected.  While we are looking at opportunities to reduce our tax rate, there is no assurance that our tax planning strategies will be successful.  In addition, many of these strategies will require a period of time to implement.  Moreover, if U.S. or other foreign tax authorities change applicable foreign tax laws or successfully challenge the manner in which our profits are currently recognized, our overall taxes could increase, and our business, cash flow, financial condition and results of operations could be materially adversely affected.

The provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), clarifies the accounting for uncertainty in income tax positions.  This interpretation requires that we recognize in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained which has the potential to add more variability to our future effective tax rates.
 
We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs.

There are multiple initiatives in several jurisdictions regarding the removal of certain potential environmentally sensitive materials from our products to comply with the European Union (“EU”) and other Directives on the Restrictions of the use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and on Waste Electrical and Electronic Equipment (“WEEE”).  In certain jurisdictions the RoHS legislation was enacted as of July 1, 2006; however, other jurisdictions have delayed implementation.  While we believe that we will have the resources and ability to fully meet the requirements of the RoHS and WEEE directives universally, if unusual occurrences arise, or, if we are wrong in our assessment of what it will take to fully comply, there is a risk that we will not be able to comply with the legislation as passed by the EU member states or other global jurisdictions.  If this were to happen, a material negative effect on our financial results may occur.

We are subject to various federal, state, local and foreign environmental laws and regulations on a global basis, including those governing the use, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process.  Although we believe that our current manufacturing operations comply in all material respects with applicable environmental laws and regulations, it is possible that future environmental legislation may be enacted or current environmental legislation may be interpreted in any given country to create environmental liability with respect to our facilities, operations, or products.  To the extent that we incur claims for environmental matters exceeding reserves or insurance for environmental liability, our operating results could be negatively impacted.


Our products are subject to various regulatory requirements, and changes in such regulatory requirements may adversely impact our gross margins as we comply with such changes or reduce our ability to generate revenues if we are unable to comply.

Our products must meet the requirements set by regulatory authorities in the numerous jurisdictions in which we sell them.  For example, certain of our office and contact center products must meet certain standards to work with local phone systems.  Certain of our wireless office and mobile products must work within existing frequency ranges permitted in various jurisdictions.  As regulations and local laws change, we must modify our products to address those changes.  Regulatory restrictions may increase the costs to design, manufacture and sell our products, resulting in a decrease in our margins or a decrease in demand for our products if the costs are passed along.  Compliance with regulatory restrictions may impact the technical quality and capabilities of our products reducing their marketability.

We have intellectual property rights that could be infringed by others, and we may infringe on the intellectual property rights of others.

Our success depends in part on our ability to protect our copyrights, patents, trademarks, trade dress, trade secrets, and other intellectual property, including our rights to certain domain names.  We rely primarily on a combination of nondisclosure agreements and other contractual provisions as well as patent, trademark, trade secret, and copyright laws to protect our proprietary rights.  Effective trademark, patent, copyright, and trade secret protection may not be available in every country in which our products and media properties are distributed to customers.  The process of seeking intellectual property protection can be lengthy and expensive.  Patents may not be issued in response to our applications, and any patents that may be issued may be invalidated, circumvented or challenged by others.  If we are required to enforce our intellectual property or other proprietary rights through litigation, the costs and diversion of management's attention could be substantial.  In addition, the rights granted under any intellectual property may not provide us competitive advantages or be adequate to safeguard and maintain our proprietary rights. Moreover, the laws of certain countries do not protect our proprietary rights to the same extent as do the laws of the U.S.  If we do not enforce and protect our intellectual property rights, it could materially adversely affect our business, financial condition and results of operations.
 
Patents, copyrights, trademarks and trade secrets are owned by individuals or entities who may make claims or commence litigation based on allegations of infringement or other violations of intellectual property rights.  As we have grown, the intellectual property rights claims against us have increased.  There has also been a general trend of increasing intellectual property assertion against corporations that make and sell products.  Our products and technologies may be subject to certain third-party claims and, regardless of the merits of the claim, intellectual property claims are often time-consuming and expensive to litigate settle or otherwise resolve.  In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue the manufacture and distribution of products that are found to be in violation of another party’s rights.  We also may have to obtain, or renew on less favorable terms, licenses to manufacture and distribute our products, which may significantly increase our operating expenses.  In addition, many of our agreements with our distributors and resellers require us to indemnify them for certain third-party intellectual property infringement claims.  Discharging our indemnity obligations may involve time-consuming and expensive litigation, may result in substantial settlements or damages awards, may result in our products being enjoined, and may result in the loss of a distribution channel or retail partner.

We are exposed to potential lawsuits alleging defects in our products and/or other claims related to the use of our products.

The use of our products exposes us to the risk of product liability and hearing loss claims.  These claims have in the past been, and are currently being, asserted against us.  None of the previously resolved claims have materially affected our business, financial condition or results of operations, nor do we believe that any of the pending claims will have such an effect.  Although we maintain product liability insurance, the coverage provided under our policies could be unavailable or insufficient to cover the full amount of any such claim.  Therefore, successful product liability or hearing loss claims brought against us could have a material adverse effect upon our business, financial condition and results of operations.

Our mobile headsets are used with mobile telephones.  There has been continuing public controversy over whether the radio frequency emissions from mobile telephones are harmful to users of mobile phones.   We believe that there is no conclusive proof of any health hazard from the use of mobile telephones but research in this area is incomplete.  We have tested our headsets through independent laboratories and have found that use of our corded headsets reduces radio frequency emissions at the user's head to virtually zero. Our Bluetooth and other wireless headsets emit significantly less powerful radio frequency emissions than mobile phones.  However, if research establishes a health hazard from the use of mobile telephones or public controversy grows even in the absence of conclusive research findings, there could be an adverse impact on the demand for mobile phones, which reduces demand for headset products.  Likewise, should research establish a link between radio frequency emissions and wireless headsets and public concern in this area grows, demand for our wireless headsets could be reduced creating a material adverse effect on our financial results.


There is also continuing and increasing public controversy over the use of mobile telephones by operators of motor vehicles.  While we believe that our products enhance driver safety by permitting a motor vehicle operator to generally be able to keep both hands free to operate the vehicle, there is no certainty that this is the case, and we may be subject to claims arising from allegations that use of a mobile telephone and headset contributed to a motor vehicle accident.  We maintain product liability insurance and general liability insurance that we believe would cover any such claims.  However, the coverage provided under our policies could be unavailable or insufficient to cover the full amount of any such claim.  Therefore, successful product liability claims brought against us could have a material adverse effect upon our business, financial condition and results of operations.

Our stock price may be volatile and the value of your investment in Plantronics stock could be diminished.

The market price for our common stock may continue to be affected by a number of factors, including:
 
 
·
uncertain economic conditions, including the length and severity of the domestic and global recession, inflationary pressures, and the decline in investor confidence in the market place;
 
 
·
changes in our published forecasts of future results of operations;
 
 
·
quarterly variations in our or our competitors' results of operations and changes in market share;
 
 
·
the announcement of new products or product enhancements by us or our competitors;
 
 
·
further deterioration of the current economy could impact our decision to declare future dividends;
 
 
·
the loss of services of one or more of our executive officers or other key employees;
 
 
·
changes in earnings estimates or recommendations by securities analysts;
 
 
·
developments in our industry;
 
 
·
sales of substantial numbers of shares of our common stock in the public market;
 
 
·
our ability to successfully complete the product refresh for the Altec Lansing products and turn around the AEG business;
 
 
·
general economic, political, and market conditions, including market volatility; and
 
 
·
other factors unrelated to our operating performance or the operating performance of our competitors.
 
We may be required to record further impairment charges in future quarters as a result of the decline in value of our investments in auction rate securities.

We hold a variety of auction rate securities (“ARS”) primarily comprised of interest bearing state sponsored student loan revenue bonds guaranteed by the Department of Education.  These ARS investments are designed to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, typically every 7 or 35 days.  However, the uncertainties in the credit markets have affected all of our holdings, and, as a consequence, these investments are not currently liquid.  As a result, we will not be able to access these funds until a future auction of these investments is successful, the underlying securities are redeemed by the issuer, or a buyer is found outside of the auction process.  Maturity dates for these ARS investments range from 2029 to 2039.

The valuation of our investment portfolio is subject to uncertainties that are difficult to predict.  Factors that may impact its valuation include changes to credit rating, interest rate changes, and general liquidity in the Student Loan Market.
 
In November 2008, we accepted an agreement (the “Agreement”) from UBS AG (“UBS”), the investment provider for our $28.0 million par value ARS portfolio, granting us certain rights relating to our ARS (the “Rights”).  The Rights permit us to require UBS to purchase our ARS at par value, which is defined as the price equal to the liquidation preference of the ARS plus accrued but unpaid dividends or interest, at any time during the period from June 30, 2010 to July 2, 2012.  Conversely, UBS has the right, in its discretion, to purchase or sell the ARS at any time until July 2, 2012, so long as we receive payment at par value upon any sale or liquidation.  We expect to sell our ARS under the Rights.  However, if we do not exercise the Rights before July 2, 2012, they will expire and UBS will have no further rights or obligation to buy the ARS.  So long as we hold the Rights, the ARS will continue to accrue interest as determined by the auction process of the terms of the ARS.  UBS’s obligations under the Rights are not secured and do not require UBS to obtain any financing to support its performance obligations under the Rights.  UBS has disclaimed any assurance that it will have sufficient financial resources to satisfy its obligations under the Rights.


In connection with the acceptance of the UBS offer in November 2008, we transferred our ARS from long-term investments available-for-sale to long-term trading securities.  The transfer to trading securities reflects management’s intent to exercise the Rights option during the period June 30, 2010 to July 3, 2012.  Prior to the Agreement with UBS, the intent was to hold the ARS until the market recovered.  At the time of transfer, we recognized a loss on the ARS of approximately $4.0 million in Interest and other income (expense), net in the third quarter of fiscal 2009, an increase of $1.1 million from the unrealized loss of $2.9 million recorded in Accumulated other comprehensive income (loss) within Stockholders’ Equity as of March 31, 2008.   In the fourth quarter of fiscal 2009, an additional unrealized loss of $0.3 million was recorded in Interest and other income (expense), net which was offset by a $0.3 million unrealized gain on the Rights.

Although we currently have the ability to hold these ARS investments until a recovery of the auction process, until maturity or until purchased by UBS, if the current market conditions deteriorate further, a recovery in market values does not occur or UBS does not purchase, we may incur further other-than-temporary impairment charges resulting in realized losses in our statement of operations, which would reduce net income.

War, terrorism, public health issues or other business interruptions could disrupt supply, delivery or demand of products, which could negatively affect our operations and performance.

War, terrorism, public health issues or other business interruptions whether in the U.S. or abroad, have caused or could cause damage or disruption to international commerce by creating economic and political uncertainties that may have a strong negative impact on the global economy, our company, and our suppliers or customers.  Our major business operations are subject to interruption by earthquake, flood or other natural disasters, fire, power shortages, terrorist attacks, and other hostile acts, public health issues, and other events beyond our control.  Our corporate headquarters, information technology, manufacturing, certain research and development activities, and other critical business operations, are located near major seismic faults or flood zones.  While we are partially insured for earthquake-related losses or floods, our operating results and financial condition could be materially affected in the event of a major earthquake or other natural or manmade disaster.

We have a production facility in Mexico, which is one of the countries that has been most affected by the H1N1 “swine flu” virus.  We have not experienced any disruption in our operations as a result of the emergence of the swine flu virus.  However, the manufacturing and distribution of our products in Mexico could be severely impacted if the Mexican government were to close or quarantine our facilities in Mexico or if we had to temporarily close our facilities due to an outbreak of the swine flu or a similar disease or epidemic.  Concerns related to the swine flu have not been limited to Mexico, and swine flu or other epidemics could also affect our other facilities.  In addition, these factors could also affect our suppliers, leading to a shortage of components, or our customers, leading to a reduction in their demand for our products.

Although it is impossible to predict the occurrences or consequences of any of the events described above, such events could significantly disrupt our operations.  In addition, should major public health issues, including pandemics, arise, we could be negatively impacted by the need for more stringent employee travel restrictions, limitations in the availability of freight services, governmental actions limiting the movement of products between various regions, delays in production ramps of new products, and disruptions in the operations of our manufacturing vendors and component suppliers.  Our operating results and financial condition could be adversely affected by these events.

Our business could be materially adversely affected if we lose the benefit of the services of key personnel.

Our success depends to a large extent upon the services of a limited number of executive officers and other key employees.  The unanticipated loss of the services of one or more of our executive officers or key employees could have a material adverse effect upon our business, financial condition and results of operations.

We also believe that our future success will depend in large part upon our ability to attract and retain additional highly skilled technical, management, sales and marketing personnel.  Competition for such personnel is intense.  We may not be successful in attracting and retaining such personnel, and our failure to do so could have a material adverse effect on our business, operating results or financial condition.

We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting.  We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements.


We have and will continue to incur significant expenses and management resources for Section 404 compliance on an ongoing basis.  In the event that our chief executive officer, chief financial officer or independent registered public accounting firm determines in the future that our internal control over financial reporting is not effective as defined under Section 404, investor perceptions may be adversely affected and could cause a decline in the market price of our stock.

Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent a third party from acquiring us, which could decrease the value of our stock.

Our Board of Directors has the authority to issue preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting and conversion rights, of those shares without any further vote or action by the stockholders.  The issuance of our preferred stock could have the effect of making it more difficult for a third party to acquire us.  In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which could also have the effect of delaying or preventing our acquisition by a third party.  Further, certain provisions of our Certificate of Incorporation and bylaws could delay or make more difficult a merger, tender offer or proxy contest, which could adversely affect the market price of our common stock.

In 2002, our Board of Directors adopted a stockholder rights plan, pursuant to which we distributed one right for each outstanding share of common stock held by stockholders of record as of April 12, 2002.  Because the rights may substantially dilute the stock ownership of a person or group attempting to take us over without the approval of our Board of Directors, the plan could make it more difficult for a third party to acquire us, or a significant percentage of our outstanding capital stock, without first negotiating with our Board of Directors regarding such acquisition.


ITEM 1B. UNR ESOL VED STAFF COMMENTS
 
None.
 
ITEM 2. PRO PER TIES
 
Our principal executive offices are located in Santa Cruz, California.  Our facilities are located throughout the Americas, Europe, and Asia.  The table below lists the major facilities owned or leased as of March 31, 2009:

Location
Square Footage
Lease/Own
Primary Use
Audio Communications Group
     
Chattanooga, Tennessee
16,650
Lease
Light Assembly, Sales and Marketing, Engineering, Administration
Hoofddorp, Netherlands
14,788
Lease
Administrative
San Diego, California
10,248
Lease
Industrial and Office Space
Santa Cruz, California
79,253
Own
Light Assembly, Sales and Marketing, Engineering, Administration
Santa Cruz, California
44,183
Own
Light Assembly, Sales, Engineering, Administration
Santa Cruz, California
39,892
Own
Light Assembly, Sales, Engineering, Administration
Santa Cruz, California
18,250
Lease
Light Assembly, Sales, Engineering, Administration
Santa Cruz, California
20,325
Lease
Light Assembly, Sales, Engineering, Administration
Shenzhen, China
23,250
Lease
Engineering, Administration and Design Center
Suzhou, P.R. China 1
145,732
Own
Assembly
Suzhou, P.R.China
64,051
Own
Engineering, Administration and Design Center
Tijuana, Mexico
95,980
Lease
Engineering, Assembly, Administration
Tijuana, Mexico
61,785
Lease
Engineering, Assembly
Tijuana, Mexico
289,589
Lease
Logistic and Distribution Center
Tijuana, Mexico
53,732
Lease
Engineering, Assembly, Design Center
Wootton Basset, UK
21,824
Own
Light Assembly, Sales, Engineering, Administration
Wootton Basset, UK
15,970
Own
Light Assembly, Sales, Engineering, Administration
Wootton Basset, UK
5,445
Lease
Sales and Marketing
Audio Entertainment Group
     
Milford, Pennsylvania
187,000
Own
Sales and Marketing, Engineering, Administration, Distribution

 
We believe that our existing properties are suitable and generally adequate for our current business; however, future growth may require that we obtain additional space.

1
In March 2009, we announced our plans to outsource the production of our Bluetooth products in China.  As a result, our facility in Suzhou, China will be closed, and we are currently in the process of putting the facility and the related land rights up for sale.  Our intention is for Bluetooth research and development, supply chain management as well as sales, marketing and administrative support functions, which are all part of our Asia Pacific hub, to continue to be led from our Suzhou facility until our Suzhou facility is sold, at which time, our employees will be relocated to a new nearby location better suited for their continuing responsibilities.


ITEM 3. LEGAL PR OCEE DINGS
 
Six class action lawsuits have been filed against the Company alleging that our Bluetooth headsets may cause noise-induced hearing loss. Shannon Wars et al. vs. Plantronics, Inc. was filed on November 14, 2006 in the U.S. District Court for the Eastern District of Texas.   Lori Raines, et al. vs. Plantronics, Inc. was filed on October 20, 2006 in the U.S. District Court, Central District of California.   Kyle Edwards, et al vs. Plantronics, Inc. was filed on October 17, 2006 in the U.S. District Court, Middle District of Florida.   Ralph Cook vs. Plantronics, Inc. was filed on February 8, 2007 in the U.S. District Court for the Eastern District of Virginia.   Randy Pierce vs. Plantronics, Inc. was filed on January 10, 2007 in the U.S. District Court for the Eastern District of Arkansas.   Bruce Schiller, et al vs. Plantronics, Inc. was filed on October 10, 2006 in the Superior Court of the State of California in and for the County of Los Angeles.  The complaints state that they do not seek damages for personal injury to any individual.  These complaints seek various remedies, including injunctive relief requiring the Company to include certain additional warnings with its Bluetooth headsets and to redesign the headsets to limit the volume produced, or, alternatively, to provide the user with the ability to determine the level of sound emitted from the headset.  Plaintiffs also seek unspecified general, special, and punitive damages, as well as restitution.  The federal cases have been consolidated for all pre-trial purposes in the U.S. District Court for the Central District of Los Angeles before Judge Fischer.  The California State Court case was dismissed by the plaintiffs.  The parties agreed in principle to settle their claims.  The Court granted preliminary approval of their proposed nationwide settlement.  The parties are in process of providing notice of the proposed settlement to the nationwide class.  Objections to and opt outs of the settlement are being received.  The Court is scheduled to hear the objections in early July 2009.  We anticipate that the settlement will be approved in the second quarter of fiscal 2010.  We believe that any loss related to these proceedings would not be material and have adequately reserved for these costs in the consolidated financial statements.

In addition, we are presently engaged in various legal actions arising in the normal course of our business.  We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results.  However, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations or cash flows.

 
ITEM 4. SUBMISSION OF MA TTER S TO A VOTE OF SECURITY HOLDERS
 
None.


PART II
 
ITEM 5. MARKET FOR REG ISTR ANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES
 
Price Range of Common Stock
 
Our common stock is publicly traded on the New York Stock Exchange.  The following table sets forth the low and high sales prices as reported by an independent source, under the symbol PLT, for each period indicated.

   
Low
   
High
 
Fiscal 2008
           
First Quarter
  $ 22.82     $ 26.22  
Second Quarter
    25.77       29.92  
Third Quarter
    22.32       32.71  
Fourth Quarter
    17.82       26.00  
Fiscal 2009
               
First Quarter
  $ 18.89     $ 25.18  
Second Quarter
    20.69       26.06  
Third Quarter
    9.89       22.52  
Fourth Quarter
    7.84       14.06  

 
Cash Dividends
 
In fiscal 2008 and 2009, we declared quarterly cash dividends of $0.05 per share resulting in total dividends declared of $9.7 million and $9.8 million in each year, respectively.
 
On May 5, 2009, the Company announced that the Board of Directors had declared the Company’s twentieth quarterly cash dividend of $0.05 per share of the Company’s common stock, payable on June 10, 2009 to stockholders of record on May 20, 2009. 

As of March 31, 2009, we had a credit agreement with a major bank containing covenants that would limit our ability to pay cash dividends on shares of our common stock except under certain conditions.  However, effective April 1, 2009, we terminated the credit agreement as we believe we have sufficient cash on hand along with anticipated cash flow to meet future operational requirements.   Therefore, we are no longer subject to any covenants that limit our ability to declare and pay dividends.  The actual declaration of future dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee of the Board of Directors of Plantronics each quarter after its review of our financial performance.


Share Repurchase Programs
 
At March 31, 2007, we had no remaining shares of common stock authorized for repurchase under previous repurchase programs.  On January 25, 2008, the Board of Directors authorized the repurchase of 1,000,000 shares of common stock under which the Company may purchase shares in the open market from time to time.  During fiscal 2008 and 2009, we repurchased 1,000,000 shares of our common stock under this repurchase plan in the open market at a total cost of $18.3 million and an average price of $18.30 per share.  On November 10, 2008, the Board of Directors authorized a new plan to repurchase 1,000,000 shares of common stock.  During fiscal 2009, we repurchased 89,000 shares of our common stock under this plan in the open market at a total cost of $1.0 million and an average price of $11.54 per share.  As of March 31, 2009, there were 911,000 remaining shares authorized for repurchase.  
 
The following table presents a month-to-month summary of the stock purchase activity in the fourth quarter of fiscal 2009:
 
               
Total Number of
   
Maximum Number
 
               
Shares Purchased
   
of Shares that May
 
               
as Part of Publicly
   
Yet Be Purchased
 
   
Total Number of
   
Average Price
   
Announced Plans
   
Under the Plans
 
   
Shares Purchased
   
Paid per Share
   
or Programs
   
or Programs
 
                         
December 28, 2008 to January 24, 2009
    26,700     $ 11.93       26,700       926,700  
January 25, 2009 to February 28, 2009
    15,700     $ 10.86       15,700       911,000  
March 1, 2009 to March 28, 2009
    -     $ -       -       911,000  
 
See Note 11 of our Notes to Consolidated Financial Statements for more information regarding our stock repurchase programs.
 
As of April 25, 2009, there were approximately 80 holders of record of our common stock.  Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.


ITEM 6. SELECTED FINANCIAL DATA
 
SELECTED FINANCIAL DATA
 
The following selected financial information has been derived from our audited consolidated financial statements.  The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and notes thereto included in Item 8 of this Form 10-K in order to fully understand factors that may affect the comparability of the information presented below.
 
   
Fiscal Year Ended March 31,
 
   
2005
     
2006 1
     
2007 2
 
 
 
2008 2,3,4
     
2009 2,3,4,5,6
 
   
(in thousands, except earnings (loss) per share)
 
STATEMENT OF OPERATIONS DATA:
                                     
Net revenues
  $ 559,995     $ 750,394     $ 800,154     $ 856,286     $ 765,619  
Net income (loss)
  $ 97,520     $ 81,150     $ 50,143     $ 68,395     $ (64,899 )
                                         
Basic net income (loss) per common share
  $ 2.02     $ 1.72     $ 1.06     $ 1.42     $ (1.34 )
Diluted net income (loss) per common share
  $ 1.92     $ 1.66     $ 1.04     $ 1.39     $ (1.34 )
Cash dividends declared per common share
  $ 0.15     $ 0.20     $ 0.20     $ 0.20     $ 0.20  
Shares used in basic per share calculations
    48,249       47,120       47,361       48,232       48,589  
Shares used in diluted per share calculations
    50,821       48,788       48,020       49,090       48,589  
                                         
BALANCE SHEET DATA:
                                       
Cash, cash equivalents, and short-term investments
  $ 242,814     $ 76,732     $ 103,365     $ 163,091     $ 218,180  
Total assets
  $ 487,929     $ 612,249     $ 651,304     $ 741,393     $ 633,120  
Long-term liabilities
  $ 2,930     $ 1,453     $ 696     $ 14,989     $ 13,698  
Total stockholders' equity
  $ 405,719     $ 435,621     $ 496,807     $ 578,620     $ 525,367  

 
1
On August 18, 2005, we completed the acquisition of Altec Lansing, a privately-held Pennsylvania corporation for a cash purchase price including acquisition costs of approximately $165 million.  The results of operations of Altec Lansing have been included in our consolidated results of operations subsequent to the acquisition on August 18, 2005.  
 
2
We began recognizing the provisions of SFAS No. 123(R) beginning in fiscal 2007; as a result, $16.9 million, $16.0 million  and $15.7 million in stock-based compensation expense has been included in our consolidated results of operations for the years ended March 31, 2007, 2008 and 2009, respectively .  See Note 11 of the Consolidated Financial Statements and related notes, included elsewhere, herein.
 
3
In November 2007, we announced plans to close AEG’s manufacturing facility in Dongguan, China, to shut down a related Hong Kong research and development, sales and procurement office and to consolidate procurement, research and development activities for AEG in the Shenzhen, China site.  As a result of these activities, $3.6 million and $0.1 million in restructuring and other related charges has been included in our consolidated results of operations for the years ended March 31, 2008 and 2009, respectively.  See Note 8 of the Consolidated Financial Statements and related notes, included elsewhere, herein.

4
In the first quarter of fiscal 2008, we adopted the provisions of FIN 48; as a result, the liability of $13.5 million for uncertain tax provisions not expected to be paid within the next twelve months was reclassified to long-term income taxes payable.  See Note 14 of the Consolidated Financial Statements and related notes, included elsewhere, herein.

5
In the third quarter of fiscal 2009, we recorded non-cash impairment charges in the amount of $ 11 7.5 million which consisted of $54.7 million related to the goodwill arising from the purchase of Altec Lansing in August 2005, $58.7 million related to intangible assets primarily associated with the Altec Lansing trademark and trade name and $4.1 million related to property, plant and equipment related to the AEG segment. See Notes 6 and 7 of the Consolidated Financial Statements and related notes, included elsewhere, herein.


6
During fiscal 2009, we announced several restructuring plans which included reductions in force in both AEG and ACG’s operations including the planned closure of ACG’s Suzhou, China Bluetooth manufacturing facility in fiscal 2010.  As a result of these activities, $12.0 million in restructuring and other related charges has been included in our consolidated results of operations for the year ended March 31, 2009.  See Note 8 of the Consolidated Financial Statements and related notes, included elsewhere, herein.


ITEM 7.  MANAGEMENT'S DIS CUSS ION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
We are a leading worldwide designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, and accessories for the business and consumer markets under the Plantronics brand.  We are also a leading manufacturer and marketer of high quality docking audio products, computer and home entertainment sound systems, and a line of headphones for personal digital media under our Altec Lansing brand.  In addition, we manufacture and market, under our Clarity brand, specialty telephone products, such as telephones for the hearing impaired, and other related products for people with special communication needs.

We ship a broad range of products to over 80 countries through a worldwide network of distributors, original equipment manufacturers (“OEMs”), wireless carriers, retailers, and telephony service providers.  We have well-developed distribution channels in North America, Europe, Australia and New Zealand, where use of our products is widespread.  Our distribution channels in other regions of the world are less mature, and, while we primarily serve the contact center markets in those regions, we are expanding into the office, mobile and entertainment, digital audio, and specialty telephone markets in additional international locations.
 
Consolidated net revenues in fiscal 2009 were $765.6 million, which is a decrease of 11% from fiscal 2008 net revenues which were $856.3 million.  The year-over-year decrease was primarily attributable to the global recession, resulting in a decrease in demand for our products.  We had an operating loss of $81.2 million in fiscal 2009 as compared to an operating income of $79.4 million in fiscal 2008, a decrease to $160.6 million, primarily due to a $117.5 million impairment charge in the third quarter of fiscal 2009 related to certain AEG goodwill and long-lived assets along with a decrease in gross margin which was the result of the decreased revenue due to the weakened global economy and restructuring and other related charges of $12.1 million related to various actions taken in efforts to reduce our cost structure and adapt to the current economic conditions.
 
In our ACG segment, the $73.3 million decrease in net revenues for fiscal 2009 was primarily due to lower OCC product revenues of $90.3 million driven by a weakened economy due to the global recession offset in part by an increase of $15.5 million in sales of mobile headsets.  The mobile headset growth was driven by increased  Bluetooth  retail placements from an improved product portfolio and demand attributable to certain hands-free driving laws that went into effect in the U.S. in fiscal 2009.

Wireless products represent an opportunity for growth both in the office market and for mobile applications.  The office wireless market, in particular, represents a strong opportunity for profitable growth over many years.  However, due to weak economic conditions during fiscal 2009, office wireless net revenues decreased by $43.0 million or 17% in fiscal 2009 compared to fiscal 2008.  In the Mobile market, particularly for consumer applications, margins are typically lower than for our enterprise applications due to the level of competition and pricing pressures.  Our strategy for improving the profitability of mobile consumer products is to differentiate our products from our competitors and to provide compelling solutions under our brand with regard to features, design, ease of use, and performance. Also, to further improve Bluetooth profitability, we announced a restructuring plan in the March 2009 to close ACG’s Suzhou, China manufacturing operations in fiscal 2010 in order to outsource manufacturing of our Bluetooth products to an existing supplier in China.

In our AEG segment, net revenues decreased from $108.4 million in fiscal 2008 to $91.0 million in fiscal 2009, and the operating loss increased from $35.8 million to $142.6 million for the corresponding period due to a $117.5 million non-cash impairment charge on goodwill and long-lived assets.

We focused on cost reductions in the AEG segment and completed the closure of AEG’s manufacturing operations in Dongguan, China and relocated the research and development activities previously in Dongguan, China to Shenzhen, China as part of the 2008 restructuring plan.  We have outsourced most of AEG manufacturing to a network of qualified contract manufacturers already in place and do a limited amount of manufacturing of AEG products in our plant in Suzhou, China.  We also closed AEG’s sales and procurement office in Hong Kong and consolidated the sales, procurement and research and development activities into our Shenzhen, China location.  Additionally, we completed the consolidation of our selling, general and administrative functions for most of our Asia Pacific operations into our Suzhou, China facility.  We implemented further restructuring plans in fiscal 2009 which included reductions in force in AEG’s operations in Milford, Pennsylvania, Luxemburg and Shenzhen, China along with reductions in ACG’s China and US locations.
 
 

 
 
Throughout fiscal 2009, we remained focused on our long-term strategy to capitalize on the opportunities in the office and mobile markets and be well-positioned for Unified Communications ("UC").  While staying focused on our long-term strategy, we also made decisions to broadly reduce spending in light of the global recession and its impact on our market and near-term revenue potential.  We believe we now have the right balance between short and long-term considerations and that we will maintain, if not increase, our relative competitive position through the economic downturn and its eventual recovery.
 
Looking forward into fiscal 2010, we are focused on the following key corporate goals to maximize long-term shareholder value:
 
 
·
Be profitable and cash flow positive  We announced and implemented several restructuring plans in fiscal 2009 along with other cost cutting measures, including management salary reductions, to significantly decrease our operating expenses and overall cost structure.  We also began reducing inventory in the second half of fiscal 2009 and have plans for improved inventory management and lower capital expenditures and operating expenses in fiscal 2010 than in fiscal 2009.  We believe our cost structure is now aligned with current market conditions and supports our plans to be profitable and cash flow positive in fiscal 2010;  however, we will monitor and realign our cost structure as needed to match the actual economic conditions.
 
 
·
Establish strong Unified Communications market position for future growth.   We will continue to focus on Unified Communications technologies as we believe the implementation of UC by large corporations will be a significant long-term driver of office headset adoption, and as a result, a key long-term driver of revenue and profit growth.
 
 
·
Improve return on invested capital.   We are focused on increasing our profits and reducing our net assets with the goal of improving our return on invested capital.  Initiatives designed to reduce capital include the transition to an outsourced original design manufacturer model for Bluetooth which will reduce inventory and ultimately enable us to sell our plant in China; a broad-based tightening of capital expenditures which we believe will yield a 50% reduction in capital expenditures globally in fiscal 2010 compared to fiscal 2009; and leveraging the investments we have made in supply chain management systems to reduce inventory and improve inventory turns.
 
We intend for the following discussion of our financial condition and results of operations to provide information that will assist in understanding our financial statements and therefore, this discussion should be read in conjunction with the financial statements and accompanying notes.    


ANNUAL RESULTS OF OPERATIONS
 
The following tables set forth, for the periods indicated, the consolidated statements of operations data and data by segment.  The financial information and the ensuing discussion should be read in conjunction with the accompanying consolidated financial statements and notes thereto.
 
Consolidated
                                   
                                     
(in thousands)
 
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
                                     
Net revenues
  $ 800,154       100.0 %   $ 856,286       100.0 %   $ 765,619       100.0 %
Cost of revenues
    491,339       61.4 %     507,181       59.2 %     469,591       61.3 %
Gross profit
    308,815       38.6 %     349,105       40.8 %     296,028       38.7 %
                                                 
Operating expense:
                                               
Research, development and engineering
    71,895       9.0 %     76,982       9.0 %     72,061       9.4 %
Selling, general and administrative
    182,108       22.7 %     189,156       22.1 %     175,601       22.9 %
Restructuring and other related charges
    -       0.0 %     3,584       0.4 %     12,074       1.6 %
Impairment of goodwill and long-lived assets
    -       0.0 %     -       0.0 %     117,464       15.4 %
Gain on sale of land
    (2,637 )     (0.3 )%     -       0.0 %     -       0.0 %
Total operating expenses
    251,366       31.4 %     269,722       31.5 %     377,200       49.3 %
                                                 
Operating income (loss)
    57,449       7.2 %     79,383       9.3 %     (81,172 )     (10.6 )%
                                                 
Interest and other income (expense), net
    4,089       0.5 %     5,854       0.7 %     (3,544 )     (0.5 )%
Income (Loss) before income taxes
    61,538       7.7 %     85,237       10.0 %     (84,716 )     (11.1 )%
Income tax expense (benefit)
    11,395       1.4 %     16,842       2.0 %     (19,817 )     (2.6 )%
Net income (loss)
  $ 50,143       6.3 %   $ 68,395       8.0 %   $ (64,899 )     (8.5 )%

Audio Communications Group
                                   
                                     
(in thousands)
 
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
                                     
Net revenues
  $ 676,514       100.0 %   $ 747,935       100.0 %   $ 674,590       100.0 %
Cost of revenues
    381,034       56.3 %     403,863       54.0 %     382,659       56.7 %
Gross profit
    295,480       43.7 %     344,072       46.0 %     291,931       43.3 %
                                                 
Operating expense:
                                               
Research, development and engineering
    61,583       9.1 %     65,733       8.8 %     63,840       9.5 %
Selling, general and administrative
    151,857       22.5 %     163,173       21.8 %     155,678       23.1 %
Restructuring and other related charges
    -       0.0 %     -       0.0 %     10,952       1.6 %
Gain on sale of land
    (2,637 )     (0.4 )%     -       0.0 %     -       0.0 %
Total operating expenses
    210,803       31.2 %     228,906       30.6 %     230,470       34.2 %
Operating income
  $ 84,677       12.5 %   $ 115,166       15.4 %   $ 61,461       9.1 %
 

Audio Entertainment Group

(in thousands)
 
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
                                     
Net revenues
  $ 123,640       100.0 %   $ 108,351       100.0 %   $ 91,029       100.0 %
Cost of revenues
    110,305       89.2 %     103,318       95.4 %     86,932       95.5 %
Gross profit
    13,335       10.8 %     5,033       4.6 %     4,097       4.5 %
                                                 
Operating expense:
                                               
Research, development and engineering
    10,312       8.3 %     11,249       10.4 %     8,221       9.0 %
Selling, general and administrative
    30,251       24.5 %     25,983       23.9 %     19,923       21.9 %
Restructuring and other related charges
    -       0.0 %     3,584       3.3 %     1,122       1.2 %
Impairment of goodwill and long-lived assets
    -       0.0 %     -       0.0 %     117,464       129.0 %
Total operating expenses
    40,563       32.8 %     40,816       37.6 %     146,730       161.1 %
Operating loss
  $ (27,228 )     (22.0 )%   $ (35,783 )     (33.0 )%   $ (142,633 )     (156.6 )%



Net Revenues
 
Audio Communications Group
 
   
Fiscal Year Ended
             
Fiscal Year Ended
             
   
March 31,
 
March 31,
   
Increase
 
March 31,
 
March 31,
   
Increase
 
(in thousands)
 
2007
 
2008
   
(Decrease)
 
2008
 
2009
   
(Decrease)
 
                                           
Net revenues from unaffiliated customers:
                                                 
Office and Contact Center
    $ 475,323     $ 519,958     $ 44,635       9.4 %   $ 519,958     $ 429,669     $ (90,289 )     (17.4 )%
Mobile
      146,859       171,880       25,021       17.0 %     171,880       187,419       15,539       9.0 %
Gaming and Computer Audio
      30,162       33,612       3,450       11.4 %     33,612       34,052       440       1.3 %
Clarity
      24,170       22,485       (1,685 )     (7.0 )%     22,485       23,450       965       4.3 %
Total segment net revenues
    $ 676,514     $ 747,935     $ 71,421       10.6 %   $ 747,935     $ 674,590     $ (73,345 )     (9.8 )%

Audio Entertainment Group

   
Fiscal Year Ended
             
Fiscal Year Ended
             
   
March 31,
 
March 31,
   
Increase
 
March 31,
 
March 31,
   
Increase
 
(in thousands)
 
2007
 
2008
   
(Decrease)
 
2008
 
2009
   
(Decrease)
 
                                           
Net revenues from unaffiliated customers:
                                                 
Docking Audio
    $ 61,068     $ 55,399     $ (5,669 )     (9.3 )%   $ 55,399     $ 46,204     $ (9,195 )     (16.6 )%
PC Audio
      52,496       45,828       (6,668 )     (12.7 )%     45,828       38,884       (6,944 )     (15.2 )%
Other
      10,076       7,124       (2,952 )     (29.3 )%     7,124       5,941       (1,183 )     (16.6 )%
Total segment net revenues
    $ 123,640     $ 108,351     $ (15,289 )     (12.4 )%   $ 108,351     $ 91,029     $ (17,322 )     (16.0 )%


Our consolidated net revenues decreased in fiscal 2009 as compared to fiscal 2008 primarily due to the impact of global economic weakness due to the global recession.  ACG, which accounted for 88% of the consolidated net revenues for fiscal 2009, primarily decreased due to lower OCC product revenues driven by a weakened economy offset in part by an increase in sales of Mobile headsets due to an improved product portfolio and demand attributable to certain hands-free driving laws going into effect in the U.S. in fiscal 2009.  In the third quarter of fiscal 2009, we began shipping the next generation of AEG products with the goal of creating a competitive portfolio to increase revenues and improve profitability and market share.  However, due to the weakened global economy in fiscal 2009, we did not benefit from these new products as we anticipated.  We are evaluating various alternatives to achieve profitability for AEG and project the segment will generate relatively small losses in the first half of fiscal 2010 and should be profitable in the second half of fiscal 2010 based on new products with lower costs comprising most of the sales mix by the second half of the fiscal year.  While we have experienced significant foreign exchange fluctuations on our net revenues during the first half of the fiscal year, the overall foreign exchange impact for the entire fiscal year was not material.

Our consolidated net revenues increased in fiscal 2008 as compared to fiscal 2007 entirely due to growth in ACG net revenues, which accounted for approximately 87% of consolidated net revenues in fiscal 2008.  The increase in ACG net revenues is primarily due to increased sales of our office wireless headset systems and mobile Bluetooth headsets.  ACG unit volumes increased from fiscal 2007 to 2008 primarily as a result of increased mobile Bluetooth  sales.  In fiscal 2008, we also benefited from the weaker U.S. dollar as a portion of our sales are denominated in Euros and Great Britain Pounds.  AEG net revenues accounted for approximately 13% of consolidated net revenues in fiscal 2008.  In comparison to fiscal 2007, AEG net revenues decreased as we were in a product transition phase and had not yet introduced our new product portfolio.

Net revenues may vary due to the timing of the introduction of new products, seasonality, discounts and other incentives and channel mix.

ACG

Our Office and Contact Center (“OCC”) products represent our largest source of revenues while our Mobile products represent our largest unit volumes.  There has been a growing trend toward wireless products and a corresponding shift away from our corded products.  As a percentage of consolidated ACG net revenues, wireless products represented 51%, 55% and 58% for fiscal 2007, 2008 and 2009, respectively.  


Primary fluctuations in the net revenues of ACG in fiscal 2009 compared to fiscal 2008 were as follows:

 
·
OCC product net revenues decreased by $90.3 million as a result of weak economic conditions.
 
·
Mobile product net revenues increased by $15.5 million primarily due to increased retail placements as a result of an improved product portfolio as well as demand attributable to hands-free driving legislation enacted in several states in the U.S. in fiscal year 2009. Within this category of products, Bluetooth product revenue grew $23.1 million partially offset by a decline of $7.6 million in corded product revenues.
 
.
Gaming and Computer Audio increased by $0.4 million due to the strength of the product portfolio, primarily in the U.S. retail market.
 
.
Clarity increased by $1.0 million primarily due to increased OEM sales in Europe.
 
Fluctuations in the net revenues of ACG in fiscal 2008 compared to fiscal 2007 were as follows:

 
·
OCC product net revenues increased as a result of growth of $35.8 million in cordless products and $8.8 million from corded products.  The increases are primarily due to the addition of the CS70N to our product line in fiscal 2008, corded product revenue growth internationally, mostly in Europe and Asia Pacific, and some benefit from foreign exchange rates.
 
·
Mobile product net revenues increased as a result of market growth and greater acceptance of our product portfolio which contributed to a year-over-year increase of $29.8 million in our Bluetooth headsets net revenues, partially offset by a decline of $4.8 million in net revenues from corded mobile headsets.
 
·
Gaming and Computer Audio product net revenues increased due to the transfer of the Altec Lansing branded PC headsets into this category in fiscal 2008.
 
.
Clarity decreased by $1.7 million due to lower shipments to state government programs within the U.S. along with lower OEM sales in Europe.

AEG

Our Altec Lansing products are primarily consumer goods sold in the retail channel, and sales are highly seasonal.  The strongest revenues typically occur in the December quarter due to the holiday period.  Other trends that also impact our AEG revenues include growth of the MP3 player market, and our ability to successfully attach to new generations of MP3 players and to develop products which keep up with the rapidly-developing Docking Audio and PC Audio markets.

Primary fluctuations in the net revenues of AEG in fiscal 2009 compared to fiscal 2008 were as follows:

 
·
Docking Audio product net revenues decreased by $9.2 million due to a decline in sales to warehouse clubs from  the prior year along with reduced sales of surplus products.
 
·
PC Audio product net revenues decreased by $6.9 million as a result of an older product portfolio which is currently being refreshed, weaker economic conditions in the U.S. and Europe along with a focus on selective product placement with higher margin customers.
 
·
Other net revenues decreased by $1.2 million primarily due to a decrease of $1.7 million due to the transfer of responsibility for headset products to ACG in the second quarter of fiscal 2008 partially offset by increased revenue related to new product introductions.

Fluctuations in the net revenues of AEG in fiscal 2008 compared to fiscal 2007 were as follows:

 
·
Docking Audio product net revenues decreased primarily as a result of intense competition in the MP3 accessories market, particularly in the U.S., our reduced share of the MP3 accessories market and price reductions.
 
·
PC Audio product net revenues decreased primarily in Asia and the U.S. due to increased competition and price reductions.
 
·
Other products net revenues decreased due to the transition of the Altec Lansing branded PC headsets from the AEG segment to the ACG segment resulting in a decrease of $7.0 million, partially offset by an increase in headphone and other net revenues of $3.4 million.


Geographical Information

   
Fiscal Year Ended
               
Fiscal Year Ended
             
   
March 31,
   
March 31,
   
Increase
   
March 31,
   
March 31,
   
Increase
 
(in thousands)
 
2007
   
2008
   
(Decrease)
   
2008
   
2009
   
(Decrease)
 
                                                 
Net revenues from unaffiliated customers:
                                               
United States
  $ 490,551     $ 521,148     $ 30,597       6.2 %   $ 521,148     $ 472,239     $ (48,909 )     (9.4 )%
                                                                 
Europe, Middle East and Africa
    195,090       214,621       19,531       10.0 %     214,621       185,023       (29,598 )     (13.8 )%
Asia Pacific
    59,927       62,742       2,815       4.7 %     62,742       56,160       (6,582 )     (10.5 )%
Americas, excluding United States
    54,586       57,775       3,189       5.8 %     57,775       52,197       (5,578 )     (9.7 )%
Total international net revenues
    309,603       335,138       25,535       8.2 %     335,138       293,380       (41,758 )     (12.5 )%
                                                                 
Total consolidated net revenues
  $ 800,154     $ 856,286     $ 56,132       7.0 %   $ 856,286     $ 765,619     $ (90,667 )     (10.6 )%


Consolidated U.S. net revenue, as a percentage of total net revenues, increased 1% due to the strength of our Bluetooth product portfolio and demand attributable to hands-free driving legislation enacted in several states in the U.S. in fiscal year 2009.  Consolidated international net revenues, as a percentage of total net revenues, decreased from 39% in fiscal 2008 to 38% in fiscal 2009.

In comparison to fiscal 2007, fiscal 2008 consolidated international net revenues as a percentage of total net revenues remained consistent at 39%.  International net revenues for ACG, increased from 37% to 38% primarily due to the strength of our Europe, Middle East and Africa (“EMEA”) business in ACG; however, this increase was offset in part by decreased international net revenue for AEG.
38


Cost of Revenues and Gross Profit
 
Cost of revenues consists primarily of direct manufacturing and contract manufacturer costs, including material and direct labor, our operations management team and indirect labor such as supervisors and warehouse workers, freight expense, warranty expense, reserves for excess and obsolete inventory, depreciation, royalties, and an allocation of overhead expenses, including facilities and IT costs.

Consolidated

   
Fiscal Year Ended
             
Fiscal Year Ended
             
   
March 31,
 
March 31,
   
Increase
 
March 31,
 
March 31,
   
Increase
 
(in thousands)
 
2007
 
2008
   
(Decrease)
 
2008
 
2009
   
(Decrease)
 
                                                   
Net revenues
    $ 800,154     $ 856,286     $ 56,132       7.0 %   $ 856,286     $ 765,619     $ (90,667 )     (10.6 )%
Cost of revenues
      491,339       507,181       15,842       3.2 %     507,181       469,591       (37,590 )     (7.4 )%
Consolidated gross profit
    $ 308,815     $ 349,105     $ 40,290       13.0 %   $ 349,105     $ 296,028     $ (53,077 )     (15.2 )%
Consolidated gross profit %
      38.6 %     40.8 %     2.2   ppt.       40.8 %     38.7 %     (2.1 ) ppt.  

  Audio Communications Group

Net revenues
    $ 676,514     $ 747,935     $ 71,421       10.6 %   $ 747,935     $ 674,590     $ (73,345 )     (9.8 )%
Cost of revenues
      381,034       403,863       22,829       6.0 %     403,863       382,659       (21,204 )     (5.3 )%
Segment gross profit
    $ 295,480     $ 344,072     $ 48,592       16.4 %   $ 344,072     $ 291,931     $ (52,141 )     (15.2 )%
Segment gross profit %
      43.7 %     46.0 %     2.3   ppt.       46.0 %     43.3 %     (2.7 ) ppt.  
 
Audio Entertainment Group

Net revenues
    $ 123,640     $ 108,351     $ (15,289 )     (12.4 )%   $ 108,351     $ 91,029     $ (17,322 )     (16.0 )%
Cost of revenues
      110,305       103,318       (6,987 )     (6.3 )%     103,318       86,932       (16,386 )     (15.9 )%
Segment gross profit
    $ 13,335     $ 5,033     $ (8,302 )     (62.3 )%   $ 5,033     $ 4,097     $ (936 )     (18.6 )%
Segment gross profit %
      10.8 %     4.6 %     (6.2 ) ppt.       4.6 %     4.5 %     (0.1 ) ppt.  


The increase in 2008 and the decrease in 2009 in consolidated gross profit are both attributable to ACG, which accounted for approximately 99% of consolidated gross profit in both fiscal 2008 and 2009.

Fluctuations in the gross profit of ACG and AEG in fiscal 2009 compared to fiscal 2008 were as follows:

ACG

The decrease in gross profit was primarily due to lower net revenues.  As a percentage of net revenues, gross profit decreased 2.7 percentage points primarily due to the following:

 
·
a 2.9 percentage point detriment mostly due to a higher proportion of consumer products than commercial products in the overall revenue mix.  While consumer products carry lower margins than commercial products, the level of product margin on our consumer products has increased significantly primarily due to cost reductions;
 
·
a 0.7 percentage point detriment from higher freight expenses and other manufacturing costs; and
 
·
a 0.6 percentage point detriment from higher excess and obsolete inventory provisions.  These higher provisions were in part a result of our decision to end of life certain models in our Bluetooth portfolio of products coinciding with the decline in consumer demand due to poor economic conditions and our announcement in March 2009 to outsource Bluetooth manufacturing to an existing supplier in China, thus limiting the number of Bluetooth models to transition.

These decreases in gross profit were partially offset by a 1.5 percentage point benefit from material cost reductions which improved the product margin on Bluetooth products.



AEG

As a percentage of net revenues, AEG gross profit for fiscal 2009 was consistent with fiscal 2008 with the following offsetting fluctuations.

·  
a 2.8 percentage point benefit from cost reductions including lower intangible asset amortization as a result of the impairment of certain long-lived assets in the third quarter of fiscal 2009;
·  
a 1.5 percentage point benefit from decreased discounting, price protection programs and co-op advertising and marketing development funds programs;
·  
a 1.9 percentage point detriment from increased adverse purchase commitments and higher warranty costs;
·  
a 1.4 percentage point detriment due to increased freight and duty; and
·  
a 1.0 percentage point detriment due to a product mix shift to lower margin products.

Fluctuations in the gross profit of ACG and AEG in fiscal 2008 compared to fiscal 2007 were as follows:

  ACG

The increase in gross profit was primarily due to higher net revenues.  As a percentage of net revenues, gross profit increased 2.3 percentage points primarily due to the following:

 
·
a 1.6 percentage point benefit from material cost reductions on wireless office and Bluetooth products;
 
·
a 1.5 percentage point benefit primarily from improved productivity in our manufacturing process;
 
·
a 0.7 percentage point benefit from foreign exchange; and
 
·
a 0.6 percentage point benefit from a reduction in excess and obsolete inventory costs.

These benefits in gross profit were partially offset by a 2.1 percentage point decrease primarily due to higher warranty costs primarily due to increased sales of Mobile headsets through retail channels where open box warranty returns often occur more frequently than through other sales channels, higher freight expenses as a result of increased rates, a longer supply chain, and a less favorable product mix as corded products, which typically have higher margins than cordless products.
 
AEG

As a percentage of net revenues, gross profit decreased 6.2 percentage points primarily due to the following:

 
·
a 6.2 percentage point decline due to a 12% decline in the overall sales volume and reduced selling prices of  surplus inventory, primarily in the Docking Audio category; and
 
·
increased freight, duty, royalties and warehousing which yielded a 5.4 percentage point decline.

The decline in gross profit was partially offset by a 5.3 percentage point benefit resulting from a decrease in claims from suppliers and decreased excess and obsolete inventory costs due to the sale of slow moving product to liquidators.

For both our segments, product mix has a significant impact on gross profit as there can be significant variances between our higher and our lower margin products.  Therefore, small variations in product mix, which can be difficult to predict, can have a significant impact on gross profit.  In addition, if we do not properly anticipate changes in demand, we have in the past, and may in the future incur significant costs associated with writing off excess and obsolete inventory or incur charges for adverse purchase commitments.  While we are focused on actions to improve our gross profit through supply chain management, improvements in product launches, outsourcing manufacturing of our Bluetooth products in China, restructuring AEG’s China manufacturing and procurement functions, including the shut down of our manufacturing plant in Dongguan, China, and improving the effectiveness of our marketing programs, there can be no assurance that these actions will be successful.  Gross profit may also vary based on return rates, the amount of product sold for which royalties are required to be paid, the rate at which royalties are calculated, and other factors.

  


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

Consolidated
   
Fiscal Year Ended
               
Fiscal Year Ended
             
   
March 31,
   
March 31,
   
Increase
   
March 31,
   
March 31,
   
Increase
 
(in thousands)
 
2007
   
2008
   
(Decrease)
   
2008
   
2009
   
(Decrease)
 
                                                 
Research, development and engineering
  $ 71,895     $ 76,982     $ 5,087       7.1 %   $ 76,982     $ 72,061     $ (4,921 )     (6.4 )%
% of total consolidated net revenues
    9.0 %     9.0 %     0.0   ppt.       9.0 %     9.4 %     0.4   ppt.  
 
Audio Communications Group
                                                               
                                                                 
Research, development and engineering
  $ 61,583     $ 65,733     $ 4,150       6.7 %   $ 65,733     $ 63,840     $ (1,893 )     (2.9 )%
% of total segment net revenues
    9.1 %     8.8 %     (0.3 ) ppt.       8.8 %     9.5 %     0.7   ppt.  
                                                                 
Audio Entertainment Group
                                                               
                                                                 
Research, development and engineering
  $ 10,312     $ 11,249     $ 937       9.1 %   $ 11,249     $ 8,221     $ (3,028 )     (26.9 )%
% of total segment net revenues
    8.3 %     10.4 %     2.1   ppt.       10.4 %     9.0 %     (1.4 ) ppt.  


In fiscal 2009, compared to fiscal 2008, consolidated research, development and engineering expenses decreased primarily as we substantially completed the refresh of the AEG product lines along with our efforts to reduce costs and spending as we experienced a decline in revenues due to the global recession.  The $1.9 million decrease in ACG research, development, and engineering expenses in fiscal 2009, compared to fiscal 2008 is primarily due to lower project spending.  In AEG, we began the refresh of the AEG product lines in fiscal 2008 which we substantially completed during fiscal 2009.  As such, we were able to decrease our research, development, and engineering expenses in fiscal 2009 which is primarily due to decreased headcount and related compensation costs along with the reduction in use of outside firms for external design costs.

In fiscal 2008, compared to fiscal 2007, consolidated research, development and engineering expenses increased primarily due to increased compensation costs.  The majority of the increase in research, development and engineering expenses is attributable to the ACG segment.  The $4.2 million increase in ACG research, development, and engineering expenses in fiscal 2008, compared to fiscal 2007 is primarily related to higher compensation and project expenses at our design centers in Suzhou, China, and in the U.S.  These increases are partially offset by reductions in program and compensation expenses for Volume Logic technology development which was absorbed by the B2B product development group.  AEG expenses for fiscal 2008 were relatively flat compared to the prior year.
 
Projects that the research, development and engineering departments focused on during fiscal 2009 were:

 
·
the design and development of wireless office system products;
 
·
UC products;
 
·
Bluetooth products and technology;
 
·
developing common architectures across multiple products and increasing the use of common components across product lines; and
 
·
the refresh of product lines for AEG.
 
 
We anticipate that our consolidated research, development and engineering expenses in fiscal 2010 will be lower in comparison to fiscal 2009.
 
 
Selling, General and Administrative
 
Selling, general and administrative expense consists primarily of compensation costs, marketing costs, professional service fees, travel expenses, litigation costs, bad debt expense and allocations of overhead expenses, including facilities, human resources and IT costs.
 
Consolidated
   
Fiscal Year Ended
               
Fiscal Year Ended
             
   
March 31,
   
March 31,
   
Increase
   
March 31,
   
March 31,
   
Increase
 
(in thousands)
 
2007
   
2008
   
(Decrease)
   
2008
   
2009
   
(Decrease)
 
                                                 
Selling, general and administrative
  $ 182,108     $ 189,156     $ 7,048       3.9 %   $ 189,156     $ 175,601     $ (13,555 )     (7.2 )%
% of total consolidated net revenues
    22.7 %     22.1 %     (0.6 ) ppt.       22.1 %     22.9 %     0.8   ppt.  
 
Audio Communications Group
                                                               
                                                                 
Selling, general and administrative
  $ 151,857     $ 163,173     $ 11,316       7.5 %   $ 163,173     $ 155,678     $ (7,495 )     (4.6 )%
% of total segment net revenues
    22.5 %     21.8 %     (0.7 ) ppt.       21.8 %     23.1 %     1.3   ppt.  
                                                                 
Audio Entertainment Group
                                                               
                                                                 
Selling, general and administrative
  $ 30,251     $ 25,983     $ (4,268 )     (14.1 )%   $ 25,983     $ 19,923     $ (6,060 )     (23.3 )%
% of total segment net revenues
    24.5 %     23.9 %     (0.6 ) ppt.       23.9 %     21.9 %     (2.0 ) ppt.  
 
In fiscal 2009, compared to fiscal 2008, consolidated selling, general and administrative expenses decreased primarily due to our efforts to reduce our cost structure along with lower costs attributable to lower revenues and our response to the weakening economic environment.
 
Fluctuations in the selling, general and administrative expenses of ACG and AEG in fiscal 2009 compared to fiscal 2008 were as follows:
 
ACG

Selling, general and administrative expenses decreased primarily due to the following:
 
·
decreased marketing and sales promotions of $6.2 million;
 
·
decreased expenses of $3.9 million mostly due to lower performance-based compensation costs; and
 
·
a decrease of $2.0 million in travel and entertainment related expenses.
 
These decreases were offset in part by the following:

 
·
an increase of $1.6 million in depreciation expenses; and
 
·
an increase of $1.9 million for provisions on doubtful accounts receivable primarily due to the bankruptcy of a significant international distributor.

AEG

Selling, general and administrative expenses decreased primarily due to the following:

 
·
decreased compensation and recruitment costs of $2.0 million primarily related to reduced headcount;
 
·
decreased retail representative commissions of $1.0 million primarily due to lower sales volume;
 
·
decreased $1.1 million due to lower outside services due to completion of integration related projects, reduced consulting costs from completion of an Oracle project along with lower audit and legal fees; and
 
.
decreased intangibles amortization expense of $0.8 million as a result of the impairment recognized in the third quarter of  fiscal 2009.
 

 
In fiscal 2008, compared to fiscal 2007, consolidated selling, general and administrative expenses increased due to increased compensation as a result of merit increases and higher bonus and commission costs associated with higher net revenues and profits in ACG, partially offset by a decrease in expenses in AEG.

Fluctuations in the selling, general and administrative expenses of ACG and AEG in fiscal 2008 compared to fiscal 2007 were as follows:

ACG

Selling, general and administrative expenses increased primarily due to the following:

 
·
increased compensation expense of $11.8 million as a result of merit increases and higher bonus and commission costs associated with higher net revenues and profits; and
 
·
increased professional service fees of $3.4 million primarily related to increased retail representation fees resulting from higher net revenues and increased fees for accounting and tax services.

These increases were offset in part by a decrease of $3.8 million in  marketing and sales promotions.

AEG

Selling, general and administrative expenses decreased primarily due to the following:

 
·
decreased spending on integration and retention of employe es of $2.7 million as we have completed significant portions of our planned systems integration; and
 
·
increased allocation of support services to cost of revenues and research and development resulting in a decrease of $1.1 million.

We anticipate that our consolidated selling, general and administrative expenses in fiscal 2010 will be lower in comparison to fiscal 2009.
 
Restructuring and Other Related Charges

Consolidated
   
Fiscal Year Ended
             
Fiscal Year Ended
             
   
March 31,
 
March 31,
   
Increase
 
March 31,
 
March 31,
   
Increase
 
(in thousands)
 
2007
 
2008
   
(Decrease)
 
2008
 
2009
   
(Decrease)
 
                                                   
Restructuring and other related charges
    $ -     $ 3,584     $ 3,584       -     $ 3,584     $ 12,074     $ 8,490       236.9 %
% of total consolidated net revenues
      0.0 %     0.4 %     0.4   ppt.       0.4 %     1.6 %     1.2   ppt.  
 
Audio Communications Group

Restructuring and other related charges
    $ -     $ -     $ -       -     $ -     $ 10,952     $ 10,952       -  
% of total segment net revenues
      0.0 %     0.0 %     -   ppt.       0.0 %     1.6 %     1.6   ppt.  
 
Audio Entertainment Group

Restructuring and other related charges
    $ -     $ 3,584     $ 3,584       -     $ 3,584     $ 1,122     $ (2,462 )     (68.7 )%
% of total segment net revenues
      0.0 %     3.3 %     3.3   ppt.       3.3 %     1.2 %     (2.1 ) ppt.  
 

 
Q3 Fiscal 2008 Restructuring Action
 
In November 2007, we announced plans to close AEG’s manufacturing facility in Dongguan, China, shut down a related Hong Kong research and development, sales and procurement office and consolidate procurement, research and development activities for AEG in our Shenzhen, China site.  The selling, general and administrative functions of AEG in China have been consolidated with those of ACG throughout the Asia-Pacific region.  These actions resulted in the elimination of all manufacturing operation positions in Dongguan, China and certain related support functions.  This restructuring plan is part of a strategic initiative designed to reduce fixed costs by outsourcing the majority of AEG manufacturing to a network of qualified contract manufacturers already in place.  In November 2007, 730 employees were notified of their termination, 708 in manufacturing, 20 in research and development and 2 in selling, general and administrative.  As of December 31, 2008, all employees had been terminated.  Restructuring and other related charges of approximately $3.7 million related to this restructuring plan, of which $3.6 million was recorded in fiscal 2008 and $0.1 million recorded in fiscal 2009.  The total restructuring charges of $3.7 million consist of $1.4 million for the write-off of facilities and equipment and accelerated depreciation, $1.4 million for severance and benefits, and $0.9 million in professional and administrative and other fees.  All restructuring and other related charges under this plan have been recorded as of March 31, 2009 and all amounts have been paid.  Cost savings from this action, primarily consisting of reduced employee expenses in all function and lower facility costs, was approximately $3.0 million for fiscal 2009 which is expected to remain at this level for fiscal 2010.
 
Q1 Fiscal 2009 Restructuring Action
 
In June 2008, we announced a reduction in force at AEG’s operations in Milford, Pennsylvania as part of the strategic initiative designed to reduce costs.  A total of 31 employees were notified of their termination, all of whom were terminated as of December 31, 2008.  We recognized $0.2 million of restructuring charges related to this activity in fiscal 2009, consisting solely of severance, of which substantially all costs have been recorded and paid as of March 31, 2009.  Cost savings from this action were $2.2 million in fiscal 2009 and we anticipate cost savings of approximately $2.6 million in fiscal 2010, consisting of reduced employee expenses in all functions.
 
Q3 Fiscal 2009 Restructuring Action
 
In the third quarter of fiscal 2009, we had a reduction in force at AEG’s operations in Luxemburg and Shenzhen, China and ACG’s operations in China as part of the strategic initiative designed to reduce costs.  A total of 624 employees were notified of their termination, all of whom had been terminated as of December 31, 2009.  On January 14, 2009, we announced additional reductions in force related to this restructuring plan which included an additional 199 employees located in ACG’s Tijuana, Mexico, U.S. and global locations who were notified of their termination.  A total of 823 employees, primarily in operations positions but also including other functions, were notified of their termination under this restructuring action, all of whom, except ten employees, had been terminated as of March 31, 2009.  In fiscal 2009, we recorded $8.8 million of restructuring charges related to these activities, of which $0.8 million related to the AEG segment and $8.0 million related to the ACG segment.  These costs consisted of $8.1 million in severance and benefits, $0.6 million for the write-off of leasehold improvements due to consolidation of facilities, and $0.1 million in other associated costs.  We believe that substantially all of the costs have been incurred as of March 31, 2009, $2.6 million of which related to ACG had not been paid as of March 31, 2009 and is expected to be paid in the first quarter of fiscal 2010.  We currently expect cost savings as a result of the restructuring plan, including the actions announced in January 2009, to be approximately $16.3 million in fiscal 2010 consisting of employee related costs in all functions and reduced facility and related costs in operations due to consolidation of facilities.
 

 
Q4 Fiscal 2009 Restructuring Action
 
At the end of the fourth quarter of fiscal 2009, we announced a plan to close our ACG manufacturing operations in our Suzhou, China facility due to the decision to outsource the manufacturing of our Bluetooth products in China.  A total of 656 employees, primarily in operations positions but also included other functions, were notified of their termination of which none of whom had been terminated as of March 31, 2009.  Most of the employees will be terminated in the second quarter of fiscal 2010 when we plan to exit the manufacturing facility.  In fiscal 2009, we recorded $3.0 million of restructuring charges in the ACG business segment, primarily consisting of severance and benefits.  We expect to incur total restructuring and other related charges of $11.0 to $14.0 million related to this action, including approximately $5.5 to $6.5 million in non-cash charges related to accelerated depreciation, which will be recorded within cost of revenues, $3.5 million in employee termination benefits of which $3.0 million was recorded in fiscal 2009 and $2.0 to $4.0 million in other associated costs.  All remaining costs are expected to be incurred during fiscal 2010, and all cash payments are expected to be funded from our operating cash flows. We currently expect cost savings as a result of the restructuring plan to be approximately $14.0 million in fiscal 2010 and $22.0 million in fiscal 2011.  These anticipated cost savings for fiscal 2010 and 2011 consists primarily of fixed operations costs of $6.0 million and $11.0 million, respectively, product margin improvements due to outsourcing of $5.0 million and $7.0 million, respectively, and research and development expenses of $3.0 million and $4.0 million, respectively.

If forecasted revenue and gross margin growth rates of either the ACG or AEG segment are not achieved, it is reasonably possible that we will need to take further restructuring actions which may result in additional restructuring and other related charges in future periods.  In addition, we continue to review the AEG cost structure and may implement additional cost reduction initiatives in the future.

Impairment of Goodwill and Long-Lived Assets

We review goodwill and purchased intangible assets with indefinite lives for impairment annually during the fourth quarter of the fiscal year or more frequently if indicators of impairment exist.  In the third quarter of fiscal 2009, in considering the effects of the current economic environment we determined that sufficient indicators existed requiring us to perform an interim impairment review of our two reporting segments, ACG and AEG.  In addition, as a result of the decline in forecasted revenues, operating margin and cash flows related to the AEG segment, we also reviewed our long-lived assets within the reporting unit for impairment.  These reviews resulted in non-cash impairment charges of $117.5 million recorded in the third quarter of fiscal 2009 which consisted of $54.7 million related to the goodwill arising from the purchase of Altec Lansing in August 2005 representing 100% of the goodwill in the AEG segment, $58.7 million related to intangible assets primarily associated with the Altec Lansing trademark and trade name and $4.1 million related to property, plant and equipment related to the AEG segment.  There was no impairment related to the ACG reporting unit.

We performed our annual review of goodwill and purchased intangible assets with indefinite lives for impairment in the fourth quarter of fiscal 2009 which indicated that there was no further impairment of goodwill or intangible assets.  The assumptions used in the annual impairment review performed during the fourth quarter of fiscal 2009 were consistent with the assumptions used in the interim impairment review in the third quarter of fiscal 2009 as no significant changes were identified.  Given the current economic environment and the uncertainties regarding the impact on the business, there can be no assurance that the estimates and assumptions regarding the duration of the current economic downturn, or the period or strength of recovery, made for purposes of testing the goodwill and indefinite lived intangible assets for impairment during the third and fourth quarter of fiscal 2009 will prove to be accurate predictions of the future.  If the assumptions regarding forecasted revenue or margin growth rates of the AEG reporting unit are not achieved or if certain alternatives being evaluated by management to improve the profitability of the AEG segment do not materialize, it is reasonably possible we may be required to record additional impairment charges related to the Altec Lansing trademark and trade name in future periods, whether in connection with our next annual impairment review in the fourth quarter of fiscal 2010 or prior to that if indicators of impairment exist.  It is also reasonably possible that an impairment review may be triggered for the remaining intangible assets associated with Altec Lansing.  The net book value of these intangible assets as of March 31, 2009 was $21.9 million.  It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.

Gain on Sale of Land

During the first quarter of fiscal 2007, we sold a parcel of land in Frederick, Maryland, for net proceeds of $2.7 million and recorded a gain of $2.6 million from the sale of this property.
   

 
Operating Income (Loss)
 
Consolidated
   
Fiscal Year Ended
             
Fiscal Year Ended
             
   
March 31,
 
March 31,
   
Increase
 
March 31,
 
March 31,
   
Increase
 
(in thousands)
 
2007
 
2008
   
(Decrease)
 
2008
 
2009
   
(Decrease)
 
                                                   
Operating income (loss)
    $ 57,449     $ 79,383     $ 21,934       38.2 %   $ 79,383     $ (81,172 )   $ (160,555 )     (202.3 )%
% of total consolidated net revenues
      7.2 %     9.3 %     2.1   ppt.       9.3 %     (10.6 )%     (19.9 ) ppt.  
 
Audio Communications Group   
 
Operating income
    $ 84,677     $ 115,166     $ 30,489       36.0 %   $ 115,166     $ 61,461     $ (53,705 )     (46.6 )%
% of total segment net revenues
      12.5 %     15.4 %     2.9   ppt.       15.4 %     9.1 %     (6.3 ) ppt.  
 
Audio Entertainment Group
 
Operating income (loss)
    $ (27,228 )   $ (35,783 )   $ (8,555 )     31.4 %   $ (35,783 )   $ (142,633 )   $ (106,850 )     298.6 %
% of total segment net revenues
      (22.0 )%     (33.0 )%     (11.0 ) ppt.       (33.0 )%     (156.6 )%     (123.6 ) ppt.  


In fiscal 2009, we had an operating loss of $81.2 million as compared to an operating income of $79.4 million in fiscal 2008 due to lower net revenues, the impairment of goodwill and long-lived assets recorded in the third quarter of fiscal 2009 and increased restructuring and other related charges during fiscal 2009 offset in part by a reduction in normal operating expenses as a result of cost savings programs.

In fiscal 2008, compared to fiscal 2007, consolidated operating income increased due to higher net revenues and the 2.3 percentage point increase in gross profit in ACG, despite the absence of the $2.6 million gain on sale of land recognized in the first quarter of fiscal 2007 and restructuring and other related charges of $3.6 million recognized in the third and fourth quarters of fiscal 2008.  The improved operating results in ACG were partially offset by increased operating losses in AEG, primarily due to lower net revenues and gross profit and restructuring and other related charges.

Operating margins may vary based on product mix shifts, product life cycles, and seasonality.   We believe the AEG segment will generate relatively small losses in the first half of fiscal 2010 and should be profitable in the second half of fiscal 2010 based on new products with lower costs comprising most of the mix by the second half of the fiscal year.
 
Interest and Other Income (Expense), Net
 
Consolidated
   
Fiscal Year Ended
             
Fiscal Year Ended
             
   
March 31,
 
March 31,
   
Increase
 
March 31,
 
March 31,
   
Increase
 
(in thousands)
 
2007
 
2008
   
(Decrease)
 
2008
 
2009
   
(Decrease)
 
                                           
Interest and other income (expense), net
    $ 4,089     $ 5,854     $ 1,765       43.2 %   $ 5,854     $ (3,544 )   $ (9,398 )     (160.5 )%
% of total net revenues
      0.5 %     0.7 %     0.2   ppt.       0.7 %     (0.5 )%     (1.2 ) ppt.  
 
We had a net interest and other expense in fiscal 2009 as compared to a net interest and other income in fiscal 2008 due to higher foreign currency losses and lower interest income as a result of lower interest rates on higher cash, cash equivalents and short-term investments.

In comparison to fiscal 2007, interest and other income (expense), net in fiscal 2008 increased primarily due to higher interest income as a result of higher average cash balances and higher average yields, and lower interest expense resulting from the repayment of our line of credit in the fourth quarter of fiscal 2007.
 


Income Tax Expense (Benefit)

Consolidated
   
Fiscal Year Ended
               
Fiscal Year Ended
             
   
March 31,
   
March 31,
   
Increase
   
March 31,
   
March 31,
   
Increase
 
(in thousands)
 
2007
   
2008
   
(Decrease)
   
2008
   
2009
   
(Decrease)
 
                                                 
Income (loss) before income taxes
  $ 61,538     $ 85,237     $ 23,699       38.5 %   $ 85,237     $ (84,716 )   $ (169,953 )     (199.4 )%
Income tax expense (benefit)
    11,395       16,842       5,447       47.8 %     16,842       (19,817 )     (36,659 )     (217.7 )%
Net income (loss)
  $ 50,143     $ 68,395     $ 18,252       36.4 %   $ 68,395     $ (64,899 )   $ (133,294 )     (194.9 )%
                                                                 
Effective tax rate
    18.5 %     19.8 %     1.3   ppt.       19.8 %     23.4 %     3.6   ppt.  

In comparison to fiscal 2008, the increase in the effective tax rate on the loss before income taxes for fiscal 2009 is primarily due to the change in foreign versus domestic income mix, the release of tax reserves resulting from the lapse of the statute of limitations in certain jurisdictions and the reinstatement of the U.S. research tax credit offset in part by the non-deductible goodwill impairment charge and the release of the deferred tax liability resulting from the impairment of the associated intangible assets.  
 
In comp aris on to fiscal 2007, the increase in the effective rate for fiscal 2008 was primarily due to reduced federal tax credits in fiscal 2008 as the research credit was available for only nine months in fiscal 2008, compared to fifteen months in fiscal 2007 due to reinstatement of the credit retroactively to January 1, 2006.  We also benefited from a one-time solar credit in fiscal 2007. 
 
Our effective tax rate for fiscal 2009 differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, income tax credits, state taxes, the impairment of non-deductible goodwill and other factors.  Our effective tax rate for fiscal 2008 differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, income tax credits, state taxes and other factors.  The future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, a return to profitability for the AEG business, or a change in estimate of future taxable income which could result in a valuation allowance being required.

On April 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“FIN 48”). Under FIN 48, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained.  An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained.  There were no material adjustments as a result of the adoption of FIN 48.  As of March 31, 2009, we had $11.1 million of unrecognized tax benefits compared to $12.4 million as of March 31, 2008, all of which would favorably impact the effective tax rate in future periods if recognized.
 
It is our practice to recognize interest and/or penalties related to income tax matters in income tax expense.  As of March 31, 2009, we had approximately $1.6 million of accrued interest related to uncertain tax positions, compared to $1.7 million as of March 31, 2008.  No penalties have been accrued .

Although the timing and outcome of income tax audits is highly uncertain, it is possible that certain unrecognized tax benefits may be reduced as a result of the lapse of the applicable statutes of limitations in federal, state and foreign jurisdictions within the next twelve months.  Currently, we cannot reasonably estimate the amount of reductions during the next twelve months.

We file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions.  We are no longer subject to either U.S. federal or state income tax examinations by tax authorities for years prior to 2006 and 2005, respectively.  Foreign income tax matters for material tax jurisdictions have been concluded through tax years before 2004, except for the United Kingdom, Germany and France which have been concluded through fiscal 2006.


 
FINANCIAL CONDITION
 
The table below provides selected consolidated cash flow information, for the periods indicated:

   
Fiscal Year Ended
 
   
March 31,
   
March 31,
   
March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Cash provided by operating activities
  $ 73,048     $ 102,900     $ 99,150  
                         
Cash used for capital expenditures and other assets
  $   (24,028 )   (23,298 )   (23,682 )
Cash provided by (used for) other investing activities
    1,546       (18,850 )     (59,490 )
Cash used for investing activities
  (22,482 )   (42,148 )   (83,172 )
                         
Cash provided by (used for)  financing activities
  $ (26,244 )   $ 5,618     $ (14,915 )
 
Cash Flows from Operating Activities
 
Cash flows from operating activities in fiscal 2009 were $99.2 million and consisted of our net loss of $64.9 million offset by non-cash charges of $147.6 million and working capital sources of cash of $16.4 million.  Non-cash charges consisted primarily of $117.5 million related to the impairment of goodwill and long-lived assets, $25.8 million of depreciation and amortization, $15.7 million of stock-based compensation under SFAS No. 123(R), provision for excess and obsolete inventory of $11.4 million, provision for sales allowances and doubtful accounts of $2.7 million offset in part by a $26.9 million benefit from deferred income taxes.  Working capital sources of cash consisted primarily of a decrease in accounts receivable of $50.7 million due to cash collections and lower revenues.  Days Sales Outstanding as of March 31, 2009 was 51 days compared to 57 as of March 31, 2008.  Working capital uses of cash consisted primarily of decreases in accounts payable and accrued liabilities as we reduced our spending during the fiscal year, decreases in gross inventory as we improved management of our inventory levels, and increases in other assets.  Inventory turns decreased to 3.2 as of March 31, 2009 from 3.8 as of March 31, 2008 as a result of our higher inventory balances and lower revenues.

Cash flows from operating activities in fiscal 2008 were $102.9 million and consisted of net income of $68.4 million, non-cash charges of $44.7 million and working capital uses of cash of $10.2 million.  Non-cash charges consisted primarily of $28.5 million of depreciation and amortization, $16.0 million of stock-based compensation under SFAS No. 123(R), provision for excess and obsolete inventory of $7.8 million and restructuring and other related charges of $1.6 million.  Non-cash charges were partially offset by a $9.3 million non-cash benefit related to deferred income taxes.  Working capital uses of cash consisted primarily of increases in inventory and accounts receivable.  Inventory increased to support higher overall volumes and the transition of manufacturing of consumer headsets to our manufacturing facility in Suzhou, China.  Inventory turns remained flat at 3.8 for fiscal 2007 and 2008.  Accounts receivable increased due to higher net revenues.  Days Sales Outstanding as of March 31, 2008 was 57 days compared to 53 days as of March 31, 2007.  Working capital sources of cash consisted primarily of increases in accrued liabilities and income taxes payable which fluctuate with the timing of payments.

Cash flows from operating activities in fiscal 2007 were $73.0 million and consisted of net income of $50.1 million, non-cash charges of $49.5 million and working capital uses of cash of $26.6 million.  Non-cash charges consisted primarily of $29.2 million of depreciation and amortization, $16.9 million of stock-based compensation under SFAS No. 123(R) and provision for excess and obsolete inventory of $14.6 million.  Non-cash charges were partially offset by non-cash benefits of $8.4 million related to deferred income taxes and a $2.5 million gain on the disposal of property, plant and equipment.  Working capital uses of cash consisted primarily of increases in inventory related to finished goods for Bluetooth and wireless office products and working capital sources of cash consisted primarily of a decrease in accounts receivable and an increase in accounts payable and accrued liabilities which fluctuate with the timing of payments.
 
We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors including fluctuations in our net revenues and operating results, collection of accounts receivable, changes to inventory levels and timing of payments.
 

 
Cash Flows from Investing Activities
 
In fiscal 2009, net cash flows used for investing activities was $83.2 million, consisting of capital expenditures of $23.7 million and net purchases of short-term investments of $59.9 million.  Capital expenditures during fiscal 2009 primarily related to $4.3 million in costs to complete construction of the new corporate data center in our Santa Cruz, California headquarters, $3.2 million for the construction of our engineering center in Santa Cruz, California and $2.3 million for various IT projects.

In fiscal 2008, net cash flows used for investing activities was $42.2 million, consisting of capital expenditures of $23.3 million and net purchases of short-term investments of $18.9 million.  Capital expenditures during fiscal 2008 primarily related to building improvements at our Santa Cruz, California headquarters, including $2.7 million to complete the industrial design wing and $1.2 million for work on the construction of the new corporate data center, and $2.0 million for various IT projects.   

Net cash flows used for investing activities in fiscal 2007 was $22.5 million and consisted of capital expenditures of $24.0 million primarily related to building improvements at our corporate headquarters in Santa Cruz, California, expansion of a warehouse facility in Milford, Pennsylvania, and the purchase of machinery and equipment, tooling, computers and software and net purchases of short-term investments of $1.1 million, offset by $2.7 million related to the sale of land in Frederick, Maryland in the first quarter of fiscal 2007.

We anticipate our capital expenditures to decrease in fiscal 2010 from fiscal 2009 as we focus on improving return on invested capital and generating cash flow.  However, in the future, we may need additional facilities and capital expenditures to support growth.  We will continue to evaluate new business opportunities and new markets.  If we pursue new opportunities or markets in areas in which we do not have existing facilities, we may need additional expenditures to support future expansion.
 
Cash Flows from Financing Activities  
 
Net cash flows used for financing activities in fiscal 2009 was $14.9 million and consisted of $17.8 million related to repurchases of common stock and $9.8 million in dividend payments, which were partially offset by $6.9 million in proceeds from the exercise of employee stock options, and $5.2 million in proceeds from the sale of treasury stock related to employee stock plan purchases.

Net cash flows provided by financing activities in fiscal 2008 was $5.6 million and consisted of $9.8 million in proceeds from the exercise of employee stock options, $5.3 million in proceeds from the sale of treasury stock related to employee stock plan purchases and $1.8 million of excess tax benefits from stock-based compensation, which was partially offset by dividend payments of $9.7 million and $1.6 million related to the repurchase of common stock.  

Net cash flows used for financing activities in fiscal 2007 was $26.2 million and consisted of $22.0 million related to the repayment of the line of credit which was fully repaid in the fourth quarter of fiscal 2007, $4.0 million related to the repurchase of common stock and dividend payments of $9.5 million.  This was partially offset by $4.9 million in proceeds from the sale of treasury stock related to employee stock plan purchases, $3.3 million in proceeds from the exercise of employee stock options and $1.2 million of excess tax benefits from stock-based compensation.
 
On May 5, 2009, we announced that our Board of Directors had declared a cash dividend of $0.05 per share of our common stock, payable on June 10, 2009 to stockholders of record on May 20, 2009.  We expect to continue our quarterly dividend of $0.05 per common share.  The actual declaration of future dividends, and the establishment of record and payment dates, is subject to final determination by the Audit Committee of the Board of Directors of Plantronics each quarter after its review of our financial condition and financial performance.

Liquidity and Capital Resources
 
Our primary discretionary cash requirements historically have been to repurchase stock and for capital expenditures, including tooling for new products and building and leasehold improvements for facilities expansion.  At March 31, 2009, we had working capital of $377.6 million, including $218.2 million of cash, cash equivalents and short-term investments, compared with working capital of $335.0 million, including $163.1 million of cash, cash equivalents and short-term investments at March 31, 2008.
 
In fiscal 2010, we expect to spend $11.0 to $12.0 million in capital expenditures, primarily consisting of IT related expenditures and tooling for new products.



On January 25, 2008, the Board of Directors authorized the repurchase of 1,000,000 shares of common stock under which the Company may purchase shares in the open market from time to time.   During fiscal 2008 and 2009, we repurchased 1,000,000 shares of our common stock under this repurchase plan in the open market at a total cost of $18.3 million and an average price of $18.30 per share.  On November 10, 2008, the Board of Directors authorized a new plan to repurchase 1,000,000 shares of common stock.  During fiscal 2009, we repurchased 89,000 shares of our common stock under this plan in the open market at a total cost of $1.0 million and an average price of $11.54 per share.  As of March 31, 2009, there were 911,000 remaining shares authorized for repurchase.  
 
Our cash and cash equivalents as of March 31, 2009 consists of U.S. Treasury or Treasury-Backed funds and bank deposits with third party financial institutions.  These bank deposit balances are currently insured under the Temporary Liquidity Guarantee (“TLG”) program administered by the Federal Deposit Insurance Corporation (“FDIC”) insurance.  The current terms of the TLG providing for the unlimited insurance are in force through December 31, 2009.  While we monitor bank balances in our operating accounts and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail or there are other adverse conditions in the financial markets.  Cash balances are held throughout the world, including substantial amounts held outside of the U.S..  Most of the amounts held outside of the U.S. could be repatriated to the U.S., but, under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits.

We hold a variety of auction rate securities (“ARS”), primarily comprised of interest bearing state sponsored student loan revenue bonds guaranteed by the Department of Education.  These ARS investments are designed to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, typically every 7 or 35 days. However, the uncertainties in the credit markets have affected all of our holdings, and, as a consequence, these investments are not currently liquid.  As a result, we will not be able to access these funds until a future auction of these investments is successful, the underlying securities are redeemed by the issuer, or a buyer is found outside of the auction process.  Maturity dates for these ARS investments range from 2029 to 2039.  All of the ARS investments were investment grade quality and were in compliance with our investment policy at the time of acquisition.

In November 2008, we accepted an agreement (the “Agreement”) from UBS AG (“UBS”), the investment provider for our $28.0 million par value ARS portfolio, providing us with certain rights related to our ARS (the “Rights”).  The Rights permit us to require UBS to purchase our ARS at par value, which is defined as the price equal to the liquidation preference of the ARS plus accrued but unpaid dividends or interest, at any time during the period from June 30, 2010 through July 2, 2012.  Conversely, UBS has the right, in its discretion, to purchase or sell our ARS at any time until July 2, 2012, so long as we receive payment at par value upon any sale or liquidation.  We expect to sell our ARS under the Rights.  However, if the Rights are not exercised before July 2, 2012 they will expire and UBS will have no further rights or obligation to buy our ARS.  So long as we hold the Rights, we will continue to accrue interest as determined by the auction process or the terms of the ARS if the auction process fails.  UBS’s obligations under the Rights are not secured and do not require UBS to obtain any financing to support its performance obligations under the Rights.  UBS has disclaimed any assurance that it will have sufficient financial resources to satisfy its obligations under the Rights.
 
The Rights represent a firm agreement in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”).  The enforceability of the Rights results in a put option and should be recognized as a free standing asset separate from the ARS.  Upon acceptance of the offer from UBS, we recorded the put option at fair value of $3.9 million using the Black-Scholes options pricing model.  As of March 31, 2009, the fair value of the put option was $4.2 million and was recorded within Other assets in the Consolidated balance sheet  with a corresponding credit to Interest and other income (expense), net in the Consolidated statements of operations for year ended March 31, 2009.  The put option does not meet the definition of a derivative instrument under SFAS No. 133.  Therefore, we have elected to measure the put option at fair value under SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, in order to match the changes in the fair value of the ARS.  As a result, unrealized gains and losses will be included in earnings in future periods.   

As a result of our intent and ability to hold our ARS investments to maturity, we classified the entire ARS investment balance as long-term investments on our consolidated balance sheet as of March 31, 2008 and 2009.  Prior to accepting the UBS offer in November 2008, we recorded our ARS investments as available-for-sale and any unrealized gains or losses were recorded to Accumulated other comprehensive income (loss) within Stockholders’ Equity.  In connection with the acceptance of the UBS offer in November 2008, resulting in the right to require UBS to purchase the ARS at par value beginning on June 30, 2010, we transferred our ARS from long-term investments available-for-sale to long-term trading securities.  The transfer to trading securities reflects management’s intent to exercise our put option during the period from June 30, 2010 to July 3, 2012.  Prior to the Agreement with UBS, the intent was to hold the ARS until the market recovered.  At the time of transfer in November 2008, we recognized a loss on the ARS of approximately $4.0 million in Interest and other income (expense).   In the fourth quarter of fiscal 2009, an additional unrealized loss of $0.3 million was recorded to Interest and other income (expense), net which was offset by a $0.3 million unrealized gain recorded on the Rights.


 
As of March 31, 2009, we utilized a discounted cash flow model to determine an estimated fair value of our investments in ARS.  The key assumptions used in preparing the discounted cash flow model include current estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums and expected holding periods of the ARS.

The valuation of our investment portfolio is subject to uncertainties that are difficult to predict.  Factors that may impact its valuation include changes to credit ratings of the securities as well as to the underlying assets supporting those securities, rates of default of the underlying assets, underlying collateral value, discount rates and ongoing strength and quality of market credit and liquidity.

If the current market conditions deteriorate further, or the anticipated recovery in market values does not occur, we may incur further temporary impairment charges requiring us to record additional unrealized losses in Accumulated other comprehensive income (loss).  We could also incur other-than-temporary impairment charges resulting in realized losses in our consolidated statement of operations which would reduce net income.  We continue to monitor the market for ARS transactions and consider the impact, if any, on the fair value of our investments.

Our investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to our investment guidelines and market conditions. We are currently limiting our investments in ARS to our current holdings and increasing our investments in more liquid investments.

As of March 31, 2009, we had a credit agreement with Wells Fargo N.A. (“Wells Fargo”) which includes a $100 million revolving line of credit and a letter of credit sub-facility.  Borrowings under the line of credit are unsecured and bear interest at the London inter-bank offered rate (“LIBOR”) plus 0.75%.  The line of credit expires on August 1, 2010.  At March 31, 2009, there were no outstanding borrowings under the credit facility and our commitments under a letter of credit sub-facility were $0.2 million.  The amounts outstanding under the letter of credit sub-facility are principally associated with purchases of inventory.  The terms of the credit facility contain covenants that materially limit our ability to incur additional debt and pay dividends, among other matters.  They also require us to maintain a minimum annual net income, a maximum leverage ratio and a minimum quick ratio.  As a result of our net loss incurred for the third quarter of fiscal 2009, we did not meet the minimum net income covenant under the credit agreement.  We obtained a waiver of default due to this covenant from Wells Fargo for the quarter ended December 31, 2008; however, we could not draw any funds on the line of credit or new letter of credit advances until an additional amendment was entered into with the bank.  Due to overall net loss for fiscal 2009, we continued to be out of compliance with the covenants as of March 31, 2009.  Effective April 1, 2009, we terminated our credit agreement as we believe that our cash, cash equivalents and future cash flows provide sufficient liquidity to fund our operating needs.  Therefore, we are no longer subject to the covenants of the credit agreement in fiscal 2010.  In the first quarter of fiscal 2010, we entered into a standby letter of credit agreement with Wells Fargo which we use to secure small letters of credits with vendors as requested.  As of April 25, 2009, we had $0.2 million in commitments under the new agreement.

We enter into foreign currency forward-exchange contracts, which typically mature in one month, to hedge the exposure to foreign currency fluctuations of foreign currency-denominated receivables, payables, and cash balances.  We record on the consolidated balance sheet at each reporting period the fair value of our forward-exchange contracts and record any fair value adjustments in our consolidated statement of operations.  Gains and losses associated with currency rate changes on contracts are recorded within Interest and other income (expense), net, offsetting transaction gains and losses on the related assets and liabilities.
 
We also have a hedging program to hedge a portion of forecasted revenues denominated in the Euro and Great Britain Pound with put and call option contracts used as collars.  At each reporting period, we record the net fair value of our unrealized option contracts on the consolidated balance sheet with related unrealized gains and losses as a component of Accumulated other comprehensive income (loss), a separate element of Stockholders’ Equity.  Gains and losses associated with realized option contracts are recorded within revenue.

Our liquidity, capital resources, and results of operations in any period could be affected by the exercise of outstanding stock options, sale of restricted stock to employees, and the issuance of common stock under our employee stock purchase plan.  Further, the resulting increase in the number of outstanding shares could affect our per share earnings; however, we cannot predict the timing or amount of proceeds from the sale or exercise of these securities, or whether they will be exercised at all.

Our AEG segment has incurred operating losses, including a non-cash goodwill and long-lived asset impairment charge of $117.5 million in the third quarter of fiscal 2009, utilizing more cash than has been generated by that segment.  AEG’s cash deficits have been funded by the cash surpluses generated by ACG.  We anticipate that ACG’s cash surpluses will be sufficient to cover any cash deficits generated by AEG during fiscal 2010.


 
We believe that our current cash, cash equivalents and cash provided by operations will be sufficient to fund operations for at least the next twelve months and do not believe that any reduction in the liquidity of the ARS will have a material impact on our overall ability to meet our liquidity needs; however, any projections of future financial needs and sources of working capital are subject to uncertainty.  See “Certain Forward-Looking Information” and “Risk Factors” in this Annual Report on Form 10-K for factors that could affect our estimates for future financial needs and sources of working capital.

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

CONTRACTUAL OBLIGATIONS
 
The following table summarizes the contractual obligations that we were reasonably likely to incur as of March 31, 2009 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods.

   
Payments Due by Period
 
         
Less than
   
1-3
   
3-5
   
More than
 
(in thousands)
 
Total
   
1 year
   
years
   
years
   
5 years
 
                                   
Operating leases
  $ 14,774     $ 5,066     $ 5,678     $ 3,037     $ 993  
Unconditional purchase obligations
    63,365       63,365       -       -       -  
Total contractual cash obligations
  $ 78,139     $ 68,431     $ 5,678     $ 3,037     $ 993  
 
Effective April 1, 2007, we adopted the provisions of FIN 48.  As of March 31, 2009, the liabilities for uncertain tax positions and related interest were $11.1 million and $1.6 million, respectively.  We are unable to reliably estimate the timing of future payments related to uncertain tax positions; therefore, $12.7 million of income taxes payable has been excluded from the table above.  However, long-term income taxes payable on our consolidated balance sheet includes these uncertain tax positions.  We do not anticipate material cash payments to be made within the next twelve months associated with our uncertain tax positions.

 
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Management’s discussion and analysis of financial condition and results of operations are based upon Plantronics’ consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, we base estimates and judgments on historical experience and on various other factors that Plantronics’ management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities.  Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Actual results may differ from those estimates under different assumptions or conditions.
 
We believe our most critical accounting policies and estimates include the following:
 
 
·
Revenue Recognition
 
·
Investments
 
·
Allowance for Doubtful Accounts
 
·
Inventory and Related Reserves
 
·
Product Warranty Obligations
 
·
Goodwill and Intangibles
 
·
Income Taxes

Revenue Recognition  
 
Revenue from sales of products to customers is recognized when the following criteria have been met:
 
 
·
t itle and risk of ownership are transferred to customers;
 
·
p ersuasive evidence of an arrangement exists;
 
·
t he price to the buyer is fixed or determinable; and
 
·
c ollection is reasonably assured. 
 
We assess collectibility based on a customer’s credit quality, as well as subjective factors and trends, including historical experience, the age of any existing accounts receivable balances and geographic or country-specific risks and economic conditions that may affect a customers’ ability to pay.  We defer revenue but recognize related cost of revenues if collectibility cannot be reasonably assured.  We recognize revenue net of estimated product returns and expected payments to resellers for customer programs including cooperative advertising, marketing development funds, volume rebates, and special pricing programs.
 
Estimated product returns are deducted from revenues upon shipment, based on historical return rates, assumptions regarding the rate of sell-through to end users from our various channels based on historical sell-through rates and other relevant factors.  Such estimates may need to be revised and could have an adverse impact on revenues if product lives vary significantly from management estimates, a particular selling channel experiences a higher than estimated return rate, or sell-through rates are slower causing inventory build-up.
 
Co-op advertising and marketing development funds are accounted for in accordance with EITF Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products”.  Under these guidelines, we accrue for these funds as marketing expense if we receive a separately identifiable benefit in exchange and can reasonably estimate the fair value of the identifiable benefit received; otherwise, the amount is recorded as a reduction to revenues.

Reductions to revenue for expected and actual payments to resellers for volume rebates and pricing protection are based on actual expenses incurred during the period, estimates for what is due to resellers for estimated credits earned during the period and any adjustments for credits based on actual activity.  If the actual payments exceed management’s estimates, this could result in an adverse impact on our revenues.  Since management has historically been able to reliably estimate the amount of allowances required for future price adjustments and product returns, we recognize revenue, net of projected allowances, upon recognition of the related sale.  In situations where management is unable to reliably estimate the amount of future price adjustments and product returns, we defer recognition of the revenue until the right to future price adjustments and product returns lapses, and we are no longer under any obligation to reduce the price or accept the return of the product.
 

 
If market conditions warrant, we may take action to stimulate demand, which could include increasing promotional programs, decreasing prices, or increasing discounts.  Such actions could result in incremental reductions to revenue and margins at the time such incentives are offered.  To the extent that we reduce pricing, we may incur reductions to revenue for price protection based on management’s estimate of inventory in the channel that is subject to such pricing actions.

Investments
 
The goals of our investment policy, in order of priority, are preservation of capital, maintenance of liquidity, diversification and maximization of after-tax investment income.  Investments are limited to investment grade securities with limitations by policy on the percent of the total portfolio invested in any one issue.  All of our investments are held in our name at a limited number of major financial institutions.  Investments with remaining maturities greater than one year and ARS that we do not have the ability and intent to liquidate within the next twelve months are classified as long-term investments.  Investments are carried at fair value based upon quoted market prices at the end of the reporting period where available.  Our ARS investments are carried at fair value based on a discounted cash flow model.  As of March 31, 2009, all investments except our ARS portfolio are classified as available-for-sale with unrealized gains and losses recorded as a separate component of Accumulated other comprehensive income (loss) in stockholders’ equity.   The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in Interest and other income (expense), net.  As of March 31, 2009, our ARS portfolio is classified as long-term trading securities due to management’s intent to exercise our put option with UBS Bank during the period from June 30, 2010 to July 3, 2012 with any unrealized losses recorded to Interest and other income (expense), net.

Impairment on investments is determined pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, and related guidance issued by the FASB and SEC in order to determine the classification of the impairment as “temporary” or “other-than-temporary”.  A temporary impairment charge results in an unrealized loss being recorded in the Other comprehensive income (loss) component of Stockholders’ Equity.  Such an unrealized loss does not affect net income (loss) for the applicable accounting period.  An other-than-temporary impairment charge is recorded as a realized loss in the consolidated statement of operations and reduces net income for the applicable accounting period.  The differentiating factors between temporary and other-than-temporary impairment are primarily the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and the intent and ability of Plantronics to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

Allowance for Doubtful Accounts
 
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.  We regularly perform credit evaluations of our customers’ financial condition and consider factors such as historical experience, credit quality, age of the accounts receivable balances, and geographic or country-specific risks and economic conditions that may affect a customer’s ability to pay.  The allowance for doubtful accounts is reviewed quarterly and adjusted if necessary based on management’s assessment of a customer’s ability to pay.  If the financial condition of customers should deteriorate, additional allowances may be required, which could have an adverse impact on operating expenses.

Inventory and Related Reserves
 
Inventories are stated at the lower of cost or market.  Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis.  Costs such as idle facility expense, double freight, and re-handling costs are accounted for as current-period charges.  Additionally, we allocate fixed production overheads to the costs of conversion based on the normal capacity of the production facilities.  All shipping and handling costs incurred in connection with the sale of products are included in the cost of revenues.

Our products utilize long-lead time parts which are available from a limited set of vendors.  The combined effects of variability of demand among the customer base and significant long-lead time of single sourced materials has historically contributed to significant inventory write-downs, particularly in inventory for consumer products.  For our commercial products, long life-cycles periodically necessitate last-time buys of raw materials which may be used over the course of several years.  We routinely review inventory for usage potential, including fulfillment of customer warranty obligations and spare part requirements.  If we believe that demand no longer allows us to sell our inventory above cost or at all, we write down that inventory to market or write-off excess and obsolete inventories.  Write-downs are determined by reviewing our demand forecast and by determining what inventory, if any, is not saleable.  Our demand forecast projects future shipments using historical rates and takes into account market conditions, inventory on hand, purchase commitments, product development plans and product life expectancy, inventory on consignment, and other competitive factors.  If our demand forecast is greater than actual demand, and we fail to reduce our supply chain accordingly, we could be required to write down additional inventory, which would have a negative impact on our gross profit.


At the point of inventory write-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
 
Product Warranty   Obligations
 
We provide for product warranties in accordance with the underlying contractual terms given to the customer or end user of the product.  The contractual terms may vary depending upon the geographic region in which the customer is located, the brand and type of product sold, and other conditions, which affect or limit the customers’ rights to return product under warranty.  Where specific warranty return rights are given to customers, we accrue for the estimated cost of those warranties at the time revenue is recognized.  Generally, warranties start at the delivery date and continue for one or two years, depending on the type and brand, and the location in which the product was purchased.  Where specific warranty return rights are not given to the customers but where the customers are granted limited rights of return or discounts in lieu of warranty, we record these rights of return or discounts as adjustments to revenue.  In certain circumstances, we may sell product without warranty, and accordingly, no charge is taken for warranty.  Factors that affect the warranty obligation include sales terms, which obligate us to provide warranty, product failure rates, estimated return rates, material usage, and service delivery costs incurred in correcting product failures.  We assess the adequacy of the recorded warranty obligation quarterly and make adjustments to the obligation based on actual experience and changes in estimated future return rates.  If our estimates are less than the actual costs of providing warranty related services, we could be required to record additional warranty reserves, which would have a negative impact on our gross profit.
 
Goodwill and Intangibles
 
As a result of past acquisitions, the Company has recorded goodwill and intangible assets on the consolidated balance sheets.  In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we classify intangible assets into three categories: (1) goodwill; (2) intangible assets with indefinite lives not subject to amortization; and (3) intangible assets with definite lives subject to amortization.

Goodwill and intangible assets with indefinite lives are not amortized.  Management performs a review at least annually, in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, to determine if the carrying values of goodwill and indefinite lived intangible assets are impaired.  In the third quarter of fiscal 2009, in considering the effects of the current economic environment we determined that sufficient indicators existed requiring us to perform an interim impairment review of our two reporting segments, ACG and AEG.

Goodwill has been measured as the excess of the cost of acquisition over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed.  The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level.  Such impairment tests for goodwill include comparing the fair value of a reporting unit with its carrying value, including goodwill.  The estimates of fair values of reporting units are based on the best information available as of the date of the assessment, which primarily incorporate management assumptions about expected future cash flows, discount rates, overall market growth and our percentage of that market and growth rates in terminal values, estimated costs, and other factors, which utilize historical data, internal estimates, and in some cases outside data.  If the carrying value of the reporting unit exceeds our estimate of fair value, goodwill may become impaired, and we may be required to record an impairment charge, which would negatively impact our operating results.

The fair value of the ACG reporting unit was determined using an equal weighting of the income approach and the market comparable approach.  For the income approach, we made the following assumptions:  the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 and then growth in line with industry estimated revenues.  Gross margin trends were consistent with historical trends.  A 3% growth factor was used to calculate the terminal value of our reporting units after fiscal year 2017, consistent with the rate used in the prior year.  The discount rate was adjusted from 13% used in the prior year to 14% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  For the market comparable approach, we reviewed comparable companies in the industry.  Revenue multiples were determined for these companies and an average multiple based on prior twelve months revenue of these companies of 0.5 was then applied to the unit revenue.  A 10% control premium was added to determine the value on the marketable controlling interest basis.  Cash and short-term investments were then added back to arrive at an indicated value on a marketable, controlling interest basis.

 
The fair value of the AEG reporting unit was determined using an equal weighting of the income approach and the underlying asset approach.  For the income approach, we made the following assumptions: the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 with slightly better than historical growth and then growth in line with industry norms for each of the major product lines (Docking Audio and PC Audio).  Gross margin assumptions reflect improved margins as the revenue grows.  A 5% growth factor was used to calculate the terminal value of our reporting units, consistent with the rate used in the prior year.  The discount rate was adjusted from 14% used in the prior year to 15% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  For the underlying asset approach, the asset and liability balances were adjusted to their fair value equivalents.  The fair value of the equity of the business is then indicated by the sum of the fair value of the assets less the fair value of the liabilities.
 
For both ACG and AEG, the assumptions used in the annual impairment review performed during the fourth quarter of fiscal 2009 were consistent with the assumptions used in the interim impairment review in the third quarter of fiscal 2009 as no significant changes were identified.

In performing the impairment test for intangible assets with indefinite useful lives, we compare the fair value of intangible assets with indefinite useful lives to its carrying value.  The fair value measurement of purchased intangible assets with indefinite lives involves the estimation of the fair value which is based on our assumptions about expected future cash flows, discount rates, growth rates, estimated costs and other factors which utilize historical data, internal estimates, and in some cases outside data.  If the carrying value of the indefinite useful life intangible asset exceeds our estimate of fair value, goodwill may become impaired, and we may be required to record an impairment charge which would negatively impact its operating results.

The fair value of the Altec Lansing trademark and trade name was determined using the income approach with the same assumptions used for the income approach in determining the fair value of the AEG reporting unit.

Given the current economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions regarding the duration of the current economic downturn, or the period or strength of recovery, made for purposes of testing the goodwill and indefinite lived intangible assets for impairment during the third and fourth quarter of fiscal 2009 will prove to be accurate predictions of the future.  If our assumptions regarding forecasted revenue or margin growth rates of the AEG reporting unit are not achieved or if certain alternatives being evaluated by management to improve the profitability of the AEG segment do not materialize, it is reasonably possible we may be required to record additional impairment charges related to the Altec Lansing trademark and trade name in future periods, whether in connection with our next annual impairment review in the fourth quarter of fiscal 2010 or prior to that if indicators of impairment exist.  It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.

If we were to decrease the long-term growth rate or increase the discount rate used in the income approach by one percentage point, there would be no change in the goodwill impairment amount for the AEG reporting unit and it would not change our conclusion that there was no goodwill impairment in the ACG reporting unit in fiscal 2009.  With respect to the Altec Lansing trademark and trade name, if we were to decrease the long-term growth rate by one percentage point, there would be no significant change in the impairment recorded in fiscal 2009; however, a one percentage point increase in the discount rate would have increased the impairment of the Altec Lansing trademark and trade name by approximately $1.3 million in fiscal 2009. 

Purchased intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from three to ten years.  Long-lived assets, including intangible assets, are reviewed for impairment in accordance with SFAS No. 144, “Impairment of Long-Lived Assets,” (“SFAS No. 144”) whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Such conditions may include an economic downturn or a change in the assessment of future operations.  Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.  Measurement of an impairment loss for long-lived assets that we expect to hold and use is based on the amount that the carrying value of the asset exceeds its fair value.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

In the third quarter of fiscal 2009, as a result of the impairment indicators that existed, we performed a review of our long-lived assets within the AEG reporting unit to test for impairment in accordance with SFAS No. 144.  The fair value of the intangible assets was determined using a discounted cash flow model based on revenue and cost projections estimated by management for the periods 2010 through 2016 and the following discount rates:  13% for technology, 14.7% for customer contracts and relationships and 15% for the inMotion trade name.

If we were to increase the discount rates used in the discounted cash flow approach by one percentage point, there would be no significant change in the impairment amount recorded in fiscal 2009 for the intangible assets with finite lives within the AEG reporting unit.
 
 
 
Income Taxes  
 
We are subject to income taxes both in the U.S. as well as in several foreign jurisdictions.  We must make certain estimates and judgments in determining income tax expense for the financial statements.  These estimates occur in the calculation of tax benefits and deductions, tax credits, and tax assets and liabilities which are generated from differences in the timing of when items are recognized for book purposes and when they are recognized for tax purposes.

On April 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in income tax positions.  Under FIN 48, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained.  An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained. There were no material adjustments as a result of the adoption of FIN 48.  At the adoption date, we had $12.4 million of unrecognized tax benefits.  As of March 31, 2009, we had $11.1 million of unrecognized tax benefits all of which would favorably impact the effective tax rate in future periods if recognized.   We continue to follow the practice of recognizing interest and penalties related to income tax matters as a part of the provision for income taxes.

We account for income taxes under an asset and liability approach that requires the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities to be recognized as deferred tax assets and liabilities.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized.
 


ITEM 7A. QUA NTIT ATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates.  This discussion contains forward-looking statements that are subject to risks and uncertainties.  Actual results could vary materially as a result of a number of factors including those set forth in "Risk Factors Affecting Future Operating Results."
 
INTEREST RATE AND MARKET RISK
 
We had cash and cash equivalents totaling $163.1 million at March 31, 2008 compared to $158.2 million at March 31, 2009.  We had no short-term investments as of March 31, 2008 compared to a short term investment balance of $60.0 million at March 31, 2009.  Cash equivalents have a maturity when purchased of three months or less; short-term investments have a maturity of greater than three months and are classified as available-for-sale.  Long-term investments of $23.7 million have maturities greater than one year, or we do not currently have the ability to liquidate the investment.  All of our long-term investments are held in our name at a limited number of major financial institutions and consist of ARS, concentrated primarily in student loans.  We have no exposure to sub-prime mortgage securities.

Interest rates have declined significantly in fiscal 2009 compared to the prior year.  Our cash and cash equivalents, net of short-term working capital needs, are primarily invested in U.S. Treasury funds, which had an average yield of approximately 0.98% for fiscal year 2009.   Approximately 29% of our interest income in fiscal 2009 was derived from our $28.0 million par value ARS portfolio which had an average yield of approximately 3.0%.  The ARS are currently resetting at rates of approximately 1.0% in April 2009.  If these rates continue, our interest income will decrease by approximately $0.6 million in fiscal 2010 as compared to fiscal 2009.  Beyond that, a hypothetical increase or decrease in our interest rates by 10 basis points would have a minimal impact on our interest income.  In addition, if we sell our ARS under the Rights during the period from June 30, 2010 through July 2, 2012 as we intend to do and invest the proceeds in a securities portfolio similar to our current cash, cash equivalents and short-term investment portfolio as of March 31, 2009, our interest income could decrease.
 
As of April 25, 2009, we had $0.2 million committed under the new standby letter of credit agreement entered into in the first quarter of fiscal 2010.  If we choose to borrow additional amounts under this agreement in the future and market interest rates rise, then our interest payments would increase accordingly.
 
FOREIGN CURRENCY EXCHANGE RATE RISK

We use a hedging strategy to diminish, and make more predictable, the effect of currency fluctuations.  All of our hedging activities are entered into with large financial institutions including Wells Fargo, Bank of America Corporation and JPMorgan Chase & Co. who are periodically evaluated for credit risks.  We hedge our balance sheet exposure by hedging Euro and Great Britain Pound denominated receivables, payables, and cash balances, and our economic exposure by hedging a portion of anticipated Euro and Great Britain Pound denominated sales.  We can provide no assurance that our strategy will be successfully implemented and that exchange rate fluctuations will not materially adversely affect our business in the future.

We experienced foreign currency losses in fiscal 2009 which our hedging activities helped to reduce.  However, the losses were larger than expected as a result of higher net balance sheet exposures than forecasted along with losses from currencies that we did not hedge.  Although we hedge a portion of our foreign currency exchange exposure, continued weakening of certain foreign currencies, particularly the Euro and the Great Britain Pound in comparison to the U.S. Dollar, could result in foreign exchange losses in future periods.


Non-designated Hedges

We hedge our Euro and Great Britain Pound denominated receivables, payables and cash balances by entering into foreign exchange forward contracts.
 
The table below presents the impact on the foreign exchange gain (loss) of a hypothetical 10% appreciation and a 10% depreciation of the U.S. dollar against the forward currency contracts as of March 31, 2009 (in millions):
 
           
Foreign
   
Foreign
 
     
USD Value of
   
Exchange Gain
   
Exchange (Loss)
 
     
Net Foreign
   
From 10%
   
From 10%
 
     
Exchange
   
Appreciation
   
Depreciation
 
Currency - forward contracts
Position
 
Contracts
   
of USD
   
of USD
 
Euro
Sell Euro
  $ 24.9     $ 2.5     $ (2.5 )
Great Britain Pound
Sell GBP
    9.3       0.9       (0.9 )
Net position
    $ 34.2     $ 3.4     $ (3.4 )
 
Cash Flow Hedges
 
Approximately 39%, 39% and 38% of revenue in fiscal 2007, 2008 and 2009, respectively, was derived from sales outside of the U.S., which were predominantly denominated in the Euro and the Great Britain Pound in each of the fiscal years.

As of March 31, 2009, we had foreign currency call option contracts with notional amounts of approximately €48.4 million and £14.4 million denominated in Euros and Great Britain Pounds, respectively.  As of March 31, 2009, we also had foreign currency put option contracts with notional amounts of approximately €48.4 million and £14.4 million denominated in Euros and Great Britain Pounds, respectively.  Collectively, our option contracts hedge against a portion of our forecasted foreign currency denominated sales.  If these net exposed currency positions are subjected to either a 10% appreciation or 10% depreciation versus the U.S. dollar, we could incur a gain of $7.7 million or a loss of $7.5 million.

The table below presents the impact on the Black-Scholes valuation of our currency option contracts of a hypothetical 10% appreciation and a 10% depreciation of the U.S. dollar against the indicated option contract type for cash flow hedges as of March 31, 2009:

         
Foreign
   
Foreign
 
   
USD Value of
   
Exchange Gain
   
Exchange (Loss)
 
   
Net Foreign
   
From 10%
   
From 10%
 
   
Exchange
   
Appreciation
   
Depreciation
 
Currency - option contracts
 
Contracts
   
of USD
   
of USD
 
Call options
  $ (95.3 )   $ 1.6     $ (3.0 )
Put options
    90.0       6.1       (4.5 )
Net position
  $ (5.3 )   $ 7.7     $ (7.5 )


ITEM 8. FINANCIAL ST ATEM ENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Plantronics, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Plantronics, Inc. and its subsidiaries at March 28, 2009 and March 29, 2008, and the results of their operations and their cash flows for each of the three years in the period ended March 28, 2009 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule appearing under Item 15(a)(1)   present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 28, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, effective April 1, 2007, the Company adopted the provision of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP


San Jose, California
May 26, 2009


PLANTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
   
March 31,
 
   
2008
   
2009
 
             
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 163,091     $ 158,193  
Short-term investments
    -       59,987  
Accounts receivable, net
    131,493       83,657  
Inventory, net
    127,088       119,296  
Deferred income taxes
    13,760       12,486  
Other current assets
    14,771       29,936  
    Total current assets
    450,203       463,555  
Long-term investments
    25,136       23,718  
Property, plant and equipment, net
    98,530       95,719  
Intangibles, net
    91,511       26,575  
Goodwill
    69,171       14,005  
Other assets
    6,842       9,548  
Total assets
  $ 741,393     $ 633,120  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable
  $ 47,896     $ 32,827  
Accrued liabilities
    67,318       53,143  
Total current liabilities
    115,214       85,970  
Deferred tax liability
    32,570       8,085  
Long-term income taxes payable
    14,137       12,677  
Other long-term liabilities
    852       1,021  
Total liabilities
    162,773       107,753  
                 
Commitments and contingencies (Note 10)
               
Stockholders' equity:
               
Preferred stock, $0.01 par value per share; 1,000 shares authorized, no shares outstanding
    -       -  
Common stock, $0.01 par value per share; 100,000 shares authorized, 67,295 shares and 51,820 shares issued at 2008 and 2009, respectively
    673       678  
Additional paid-in capital
    369,655       386,224  
Accumulated other comprehensive income (loss)
    (3,581 )     8,855  
Retained earnings
    608,849       203,936  
      975,596       599,693  
Less: Treasury stock (common: 18,351 and 2,928 shares at 2008 and 2009, respectively) at cost
    (396,976 )     (74,326 )
Total stockholders' equity
    578,620       525,367  
Total liabilities and stockholders' equity
  $ 741,393     $ 633,120  

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


PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)


   
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
                   
Net revenues
  $ 800,154     $ 856,286     $ 765,619  
Cost of revenues
    491,339       507,181       469,591  
Gross profit
    308,815       349,105       296,028  
Operating expenses:
                       
Research, development and engineering
    71,895       76,982       72,061  
Selling, general and administrative
    182,108       189,156       175,601  
Restructuring and other related charges
    -       3,584       12,074  
Impairment of goodwill and long-lived assets
    -       -       117,464  
Gain on sale of land
    (2,637 )     -       -  
Total operating expenses
    251,366       269,722       377,200  
Operating income (loss)
    57,449       79,383       (81,172 )
Interest and other income (expense), net
    4,089       5,854       (3,544 )
Income (loss) before income taxes
    61,538       85,237       (84,716 )
Income tax expense (benefit)
    11,395       16,842       (19,817 )
Net income (loss)
  $ 50,143     $ 68,395     $ (64,899 )
                         
Net income (loss) per share - basic
  $ 1.06     $ 1.42     $ (1.34 )
                         
Shares used in basic per share calculations
    47,361       48,232       48,589  
                         
Net income (loss) per share - diluted
  $ 1.04     $ 1.39     $ (1.34 )
                         
Shares used in diluted per share calculations
    48,020       49,090       48,589  
                         
Cash dividends declared per common share
  $ 0.20     $ 0.20     $ 0.20  


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


PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
   
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income (loss)
  $ 50,143     $ 68,395     $ (64,899 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
Depreciation and amortization
    29,151       28,486       25,822  
Stock-based compensation
    16,919       15,992       15,742  
Provision for (benefit from) sales allowances and doubtful accounts
    (288 )     (232 )     2,698  
Provision for excess and obsolete inventories
    14,551       7,776       11,364  
Benefit from deferred income taxes
    (8,430 )     (9,313 )     (26,853 )
Income tax benefit associated with stock option exercises
    501       1,459       1,025  
Excess tax benefit from stock-based compensation
    (1,208 )     (1,763 )     (592 )
Impairment of goodwill, intangibles and long-lived assets
    800       517       117,464  
Non-cash restructuring charges
    -       1,557       581  
Other operating activities
    (2,535 )     253       358  
Changes in assets and liabilities:
                       
Accounts receivable, net
    4,538       (19,196 )     50,706  
Inventory, net
    (35,140 )     (8,273 )     (5,358 )
Other assets
    (5,334 )     (3,100 )     (6,935 )
Accounts payable
    1,382       (2,060 )     (15,069 )
Accrued liabilities
    8,712       8,731       (6,701 )
Income taxes payable
    (714 )     13,671       (203 )
Cash provided by operating activities
    73,048       102,900       99,150  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Proceeds from sales of short-term investments
    311,439       328,285       -  
Proceeds from maturities of short-term investments
    -       -       30,000  
Purchase of short-term investments
    (312,560 )     (347,135 )     (89,896 )
Proceeds from the sale of land
    2,667       -       -  
Capital expenditures and other assets
    (24,028 )     (23,298 )     (23,682 )
Funds released from escrow related to the Altec acquisition
    -       -       406  
Cash used for investing activities
    (22,482 )     (42,148 )     (83,172 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Purchase of treasury stock
    (4,021 )     (1,542 )     (17,817 )
Proceeds from sale of treasury stock
    4,886       5,346       5,198  
Proceeds from issuance of common stock
    3,266       9,762       6,899  
Repayment of line of credit
    (22,043 )     -       -  
Payment of cash dividends
    (9,540 )     (9,711 )     (9,787 )
Excess tax benefit from stock-based compensation
    1,208       1,763       592  
Cash (used for) provided by financing activities
    (26,244 )     5,618       (14,915 )
Effect of exchange rate changes on cash and cash equivalents
    1,106       2,590       (5,961 )
Net (decrease) increase in cash and cash equivalents
    25,428       68,960       (4,898 )
Cash and cash equivalents at beginning of year
    68,703       94,131       163,091  
Cash and cash equivalents at end of year
  $ 94,131     $ 163,091     $ 158,193  
                         
SUPPLEMENTAL DISCLOSURES
                       
Cash paid for:
                       
Interest
  $ 632     $ 100     $ 101  
Income taxes
  $ 24,836     $ 13,027     $ 12,519  

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


PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

                           
Accumulated
                   
                           
Other
               
Total
 
               
Additional
   
Deferred
   
Compre-
               
Stock-
 
   
Common Stock
   
Paid-In
   
Stock-Based
   
hensive
   
Retained
   
Treasury
   
holders'
 
   
Shares
   
Amount
   
Capital
   
Compensation
   
Income(Loss)
   
Earnings
   
Stock
   
Equity
 
Balances at March 31, 2006
    47,538     $ 662     $ 325,764     $ (8,599 )   $ 3,634     $ 509,562     $ (395,402 )   $ 435,621  
Net income
    -       -       -       -       -       50,143       -       50,143  
Foreign currency translation adjustments
    -       -       -       -       2,006       -       -       2,006  
Unrealized gain on hedges, net of tax
    -       -       -       -       (2,974 )     -       -       (2,974 )
Comprehensive income
                                                            49,175  
Exercise of stock options
    331       3       3,262       -       -       -       -       3,265  
Issuance of restricted common stock
    79       1       -       -       -       -       -       1  
Repurchase of restricted common stock
    (39 )      -        -        -        -       -        -       -  
Cash dividends declared
    -       -       -       -       -       (9,540 )     -       (9,540 )
Reclassification of unamortized stock-based compensation upon adoption of SFAS 123(R)
     -        -       (8,599 )     8,599        -        -        -       -  
Stock-based compensation
    -       -       16,919       -       -       -       -       16,919  
Income tax benefit associated with stock options
    -       -       501       -       -       -       -       501  
Purchase of treasury stock
    (175 )     -       -       -       -       -       (4,021 )     (4,021 )
Sale of treasury stock
    331       -       2,814       -       -       -       2,072       4,886  
Balances at March 31, 2007
    48,065       666       340,661       -       2,666       550,165       (397,351 )     496,807  
Net income
    -       -       -       -       -       68,395       -       68,395  
Foreign currency translation adjustments
    -       -       -       -       1,053       -       -       1,053  
Unrealized loss on hedges, net of tax
    -       -       -       -       (4,436 )     -       -       (4,436 )
Unrealized loss on long-term investments, net of tax
     -        -        -        -       (2,864 )      -        -       (2,864 )
Comprehensive income
                                    -                       62,148  
Exercise of stock options
    576       6       9,755       -       -       -       -       9,761  
Issuance of restricted common stock
    113       1       -       -       -       -       -       1  
Repurchase of restricted common stock
    (35 )     -       -       -       -       -       -       -  
Cash dividends declared
    -       -       -       -       -       (9,711 )     -       (9,711 )
Stock-based compensation
    -       -       15,992       -       -       -       -       15,992  
Income tax benefit associated with stock options
    -       -       (182 )     -       -       -       -       (182 )
Purchase of treasury stock
    (82 )     -       -       -       -       -       (1,542 )     (1,542 )
Sale of treasury stock
    307       -       3,429       -       -       -       1,917       5,346  
Balances at March 31, 2008
    48,944       673       369,655       -       (3,581 )     608,849       (396,976 )     578,620  
Net loss
    -       -       -       -       -       (64,899 )     -       (64,899 )
Foreign currency translation adjustments
    -       -       -       -       (2,606 )     -       -       (2,606 )
Unrealized loss on hedges, net of tax
    -       -       -       -       12,179       -       -       12,179  
Unrealized loss on long-term investments, net of tax
     -        -        -        -       2,863        -        -       2,863  
Comprehensive loss
                                                            (52,463 )
Exercise of stock options
    359       4       6,894       -       -       -       -       6,898  
Issuance of restricted common stock
    187       1       -       -       -       -       -       1  
Repurchase of restricted common stock
    (20 )     -       -       -       -       -       -       -  
Cash dividends declared
    -       -       -       -       -       (9,787 )     -       (9,787 )
Stock-based compensation
    -       -       15,742       -       -       -       -       15,742  
Income tax benefit associated with stock options
    -       -       (1,025 )     -       -       -       -       (1,025 )
Purchase of treasury stock
    (1,007 )     -       -       -       -       -       (17,817 )     (17,817 )
Sale of treasury stock
    429       -       (5,042 )     -       -       -       10,240       5,198  
Retirement of treasury stock
    -       -       -       -       -       (330,227 )     330,227       -  
Balances at March 31, 2009
    48,892     $ 678     $ 386,224     $ -     $ 8,855     $ 203,936     $ (74,326 )   $ 525,367  

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


PLANTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.
THE COMPANY
 
Plantronics, Inc. (“Plantronics” or “the Company”) is a leading worldwide designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, and accessories for the business and consumer markets under the Plantronics brand.  The Company is also a leading manufacturer and marketer of high quality docking audio products, computer and home entertainment sound systems, and a line of headphones for personal digital media under the Altec Lansing brand.
 
Founded in 1961, Plantronics is incorporated in the state of Delaware and trades on the New York Stock Exchange under the ticker symbol “PLT”.
 
2.
SIGNIFICANT ACCOUNTING POLICIES
 
Management's Use of Estimates and Assumptions
 
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  These estimates are based on information available as of the date of the financial statements.  Actual results could differ materially from those estimates.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of Plantronics and its wholly owned subsidiaries.  All intercompany balances and transactions have been eliminated.
 
Reclassifications
 
Certain previously reported amounts have been reclassified to conform to the current years’ presentation.

Segment Information
 
The Company has two reportable segments, Audio Communications Group (“ACG”) and Audio Entertainment Group (“AEG”).  (See Note 16)

Fiscal Year
 
The Company’s fiscal year ends on the Saturday closest to the last day of March.  Fiscal year 2009 ended on March 28, 2009, fiscal year 2008 ended on March 29, 2008, and fiscal year 2007 ended on March 31 2007.  Each fiscal year consisted of 52 weeks.  For purposes of presentation, the Company has indicated its accounting year as ending on March 31.
 
Financial Instruments
 
The carrying values of certain of the Company’s financial instruments, including cash, cash equivalents, short-term investments, accounts receivable, and accounts payable approximate fair value due to their short maturities.
 
Cash and Cash Equivalents
 
All highly liquid investments with original or remaining maturities of three months or less at the date of purchase are classified as cash equivalents.


Investments
 
The goals of the Company’s investment policy, in order of priority, are preservation of capital, maintenance of liquidity, diversification and maximization of after-tax investment income.  Investments are limited to investment grade securities with limitations by policy on the percent of the total portfolio invested in any one issue.  All of the Company’s investments are held in the Company’s name at a limited number of major financial institutions.  Investments with remaining maturities greater than one year and Auction Rate Securities (“ARS”) that the Company does not have the ability and intent to liquidate within the next twelve months are classified as long-term investments.  Investments are carried at fair value based upon quoted market prices at the end of the reporting period where available.  The Company’s ARS investments are carried at fair value based on a discounted cash flow model.  As of March 31, 2009, all investments, except the ARS, are classified as available-for-sale with unrealized gains and losses recorded as a separate component of Accumulated other comprehensive income (loss) in Stockholders’ Equity.  The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in Interest and other income (expense), net.  As of March 31, 2009, the Company’s ARS portfolio is classified as long-term trading securities due to management’s intent to exercise our put option with UBS during the period from June 30, 2010 to July 3, 2012.  (See Note 4)

Impairment on investments is determined pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, and related guidance issued by the FASB and SEC in order to determine the classification of the impairment as “temporary” or “other-than-temporary”.  A temporary impairment charge results in an unrealized loss being recorded in the Accumulated other comprehensive income (loss) component of Stockholders’ Equity.  Such an unrealized loss does not affect net income (loss) for the applicable accounting period.  An other-than-temporary impairment charge is recorded as a realized loss in the consolidated statement of operations and reduces net income for the applicable accounting period.  The differentiating factors between temporary and other-than-temporary impairment are primarily the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the issuer and the intent and ability of Plantronics to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

Derivatives
 
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value.  The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.  For derivative instruments designated as a fair value hedge, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributed to the risk being hedged.  For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of Accumulated other comprehensive income (loss) in Stockholders’ Equity and subsequently reclassified into earnings when the hedged exposure affects earnings.  The ineffective portion of the gain or loss is reported in earnings immediately.  For derivative instruments that are not designated as accounting hedges under Statement of Financial Accounting Standards No. 133 (“SFAS No. 133”), “Accounting for Derivative Instruments and Hedging Activities”, changes in fair value are recognized in earnings in the period of change.  The Company does not hold or issue derivative financial instruments for speculative trading purposes.  Plantronics enters into derivatives only with counterparties that are among the largest U.S. banks, ranked by assets, in order to minimize its credit risk and to date, no such counterparty has failed to meet its financial obligations under such contracts.  (See Note 13)
 
Allowance for Doubtful Accounts
 
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  Plantronics regularly performs credit evaluations of its customers’ financial condition and considers factors such as historical experience, credit quality, age of the accounts receivable balances, and geographic or country-specific risks and economic conditions that may affect a customer’s ability to pay.  The allowance for doubtful accounts is reviewed quarterly and adjusted if necessary based on management’s assessment of a customer’s ability to pay.  If the financial condition of customers should deteriorate, additional allowances may be required which could have an adverse impact on operating expenses.
 
Inventory and Related Reserves
 
Inventories are stated at the lower of cost or market.  Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis.   Costs such as idle facility expense, double freight, and re-handling costs are accounted for as current-period charges.  Additionally, the Company allocates fixed production overheads to the costs of conversion based on the normal capacity of the production facilities.  All shipping and handling costs incurred in connection with the sale of products are included in the cost of revenues.


The Company’s products utilize long-lead time parts which are available from a limited set of vendors.  The combined effects of variability of demand among the customer base and significant long-lead time of single sourced materials has historically contributed to significant inventory write-downs, particularly in inventory for consumer products.  For the Company’s commercial products, long life-cycles periodically necessitate last-time buys of raw materials which may be used over the course of several years.  The Company routinely reviews inventory for usage potential, including fulfillment of customer warranty obligations and spare part requirements.  If the Company believes that demand no longer allows the Company to sell inventory above cost or at all, management writes down that inventory to market or writes-off excess and obsolete inventories.  Write-downs are determined by reviewing the Company’s demand forecast and by determining what inventory, if any, is not saleable.  The Company’s demand forecast projects future shipments using historical rates and takes into account market conditions, inventory on hand, purchase commitments, product development plans and product life expectancy, inventory on consignment, and other competitive factors.  If the Company’s demand forecast is greater than actual demand, it could be required to write down additional inventory, which would have a negative impact on the Company’s gross profit.
 
At the point of inventory write-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
 
Product Warranty Obligations
 
The Company provides for product warranties in accordance with the underlying contractual terms given to the customer or end user of the product.  The contractual terms may vary depending upon the geographic region in which the customer is located, the brand and type of product sold, and other conditions, which affect or limit the customers’ rights to return product under warranty.   Where specific warranty return rights are given to customers, management accrues for the estimated cost of those warranties at the time revenue is recognized.  Generally, warranties start at the delivery date and continue for one or two years, depending on the type and brand, and the location in which the product was purchased.  Where specific warranty return rights are not given to the customers but where the customers are granted limited rights of return or discounts in lieu of warranty, management records these rights of return or discounts as adjustments to revenue.  In certain circumstances, the Company may sell product without warranty, and accordingly, no charge is taken for warranty.  Factors that affect the warranty obligation include sales terms, which obligate the Company to provide warranty, product failure rates, estimated return rates, material usage, and service delivery costs incurred in correcting product failures.  Management assesses the adequacy of the recorded warranty obligation quarterly and makes adjustments to the obligation based on the actual experience and changes in estimates of future return rates.  If the Company’s estimates are less than the actual costs of providing warranty related services, the Company could be required to record additional warranty reserves, which would have a negative impact on its gross profit.

Goodwill and Intangibles
 
As a result of past acquisitions, the Company has recorded goodwill and intangible assets on the consolidated balance sheets.  In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” (“SFAS No. 142”) the Company classifies intangible assets into three categories: (1) goodwill; (2) intangible assets with indefinite lives not subject to amortization; and (3) intangible assets with definite lives subject to amortization.

Goodwill and intangible assets with indefinite lives are not amortized.  At least annually, in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, management performs a review to determine if the carrying values of goodwill and indefinite lived intangible assets are impaired.

Goodwill has been measured as the excess of the cost of acquisition over the amount assigned to tangible and identifiable intangible assets acquired less liabilities assumed.  The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level.  Such impairment tests for goodwill include comparing the fair value of a reporting unit with its carrying value, including goodwill.  The estimates of fair values of reporting units are based on the best information available as of the date of the assessment, which primarily incorporate management assumptions about expected future cash flows, discount rates, growth rates, estimated costs, and other factors, which utilize historical data, internal estimates, and in some cases outside data. If the carrying value of the reporting unit exceeds management’s estimate of fair value, goodwill may become impaired, and the Company may be required to record an impairment charge, which would negatively impact its operating results.


 
The fair value of the ACG reporting unit was determined using an equal weighting of the income approach and the market comparable approach.  For the income approach, the Company made the following assumptions:  the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 and then growth in line with industry estimated revenues.  Gross margin trends were consistent with historical trends.  A 3% growth factor was used to calculate the terminal value of its reporting units after fiscal year 2017, consistent with the rate used in the prior year.  The discount rate was adjusted from 13% used in the prior year to 14% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  For the market comparable approach, the Company reviewed comparable companies in the industry.  Revenue multiples were determined for these companies and an average multiple based on prior twelve months revenue of these companies of 0.5 was then applied to the unit revenue.  A 10% control premium was added to determine the value on the marketable controlling interest basis.  Cash and short-term investments were then added back to arrive at an indicated value on a marketable, controlling interest basis.
 
The fair value of the AEG reporting unit was determined using an equal weighting of the income approach and the underlying asset approach.  For the income approach, the Company made the following assumptions: the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 with slightly better than historical growth and then growth in line with industry norms for each of the major product lines (Docking Audio and PC Audio).  Gross margin assumptions reflect improved margins as the revenue grows.  A 5% growth factor was used to calculate the terminal value of its reporting units, consistent with the rate used in the prior year.  The discount rate was adjusted from 14% used in the prior year to 15% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  For the underlying asset approach, the asset and liability balances were adjusted to their fair value equivalents.  The fair value of the equity of the business is then indicated by the sum of the fair value of the assets less the fair value of the liabilities.

For both ACG and AEG, the assumptions used in the annual impairment review performed during the fourth quarter of fiscal 2009 were consistent with the assumptions used in the interim impairment review in the third quarter of fiscal 2009 as no significant changes were identified.  (See Note 6)

In performing the impairment test for intangible assets with indefinite useful lives, the Company compares the fair value of intangible assets with indefinite useful lives to its carrying value.  The fair value measurement of purchased intangible assets with indefinite lives involves the estimation of the fair value which is based on management assumptions about expected future cash flows, discount rates, growth rates, estimated costs and other factors which utilize historical data, internal estimates, and in some cases outside data.  If the carrying value of the indefinite useful life intangible asset exceeds management’s estimate of fair value, goodwill may become impaired, and the Company may be required to record an impairment charge which would negatively impact its operating results. 

Purchased intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from three to ten years.  Long-lived assets, including intangible assets, are reviewed for impairment in accordance with SFAS No. 144, “Impairment of Long-Lived Assets,” (“SFAS No. 144”) whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Such conditions may include an economic downturn or a change in the assessment of future operations.  Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.  Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the amount that the carrying value of the asset exceeds its fair value.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.  (See Note 7)
 
Property, Plant and Equipment
 
Property, plant and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation is principally calculated using the straight-line method over the estimated useful lives of the respective assets, which range from two to 30 years.  Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining lease term.  Depreciation and amortization expense for fiscal 2007, 2008 and 2009 was $20.8 million, $20.3 million and $19.6 million, respectively.
 
Costs associated with internal-use software are recorded in accordance with Statement of Position No. 98-1 (“SOP 98-1”), “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”  Capitalized software costs are amortized on a straight-line basis over the estimated useful life.  Unamortized capitalized software costs were $7.2 million and $9.6 million at March 31, 2008 and 2009, respectively.  The amounts amortized to expense were $3.1 million, $2.4 million, and $3.1 million in fiscal 2007, 2008 and 2009, respectively.
 
 
 
Revenue Recognition
 
Revenue from sales of products to customers is recognized when the following criteria have been met:
 
 
·
title and risk of ownership are transferred to customers;
 
·
persuasive evidence of an arrangement exists;
 
·
t he price to the buyer is fixed or determinable; and
 
·
c ollection is reasonably assured. 
 
The Company assesses collectibility based on a customer’s credit quality, as well as subjective factors and trends, including historical experience, the age of any existing accounts receivable balances and geographic or country-specific risks and economic conditions that may affect a customer’s ability to pay.  The Company defers revenue but recognizes related cost of revenues if collectibility cannot be reasonably assured.  Plantronics recognizes revenue net of estimated product returns and expected payments to resellers for customer programs including cooperative advertising, marketing development funds, volume rebates, and special pricing programs.
 
Estimated product returns are deducted from revenues upon shipment, based on historical return rates, assumptions regarding the rate of sell-through to end users from our various channels based on historical sell-through rates and other relevant factors.  Such estimates may need to be revised and could have an adverse impact on revenues if product lives vary significantly from management estimates, a particular selling channel experiences a higher than estimated return rate, or sell-through rates are slower causing inventory build-up.
 
Co-op advertising and marketing development funds are accounted for in accordance with EITF Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products”.  Under these guidelines, the Company accrues for these funds as marketing expense if it receives a separately identifiable benefit in exchange and can reasonably estimate the fair value of the identifiable benefit received; otherwise, it is recorded as a reduction to revenues.
 
Reductions to revenue for expected and actual payments to resellers for volume rebates and pricing protection are based on actual expenses incurred during the period, estimates for what is due to resellers for estimated credits earned during the period and any adjustments for credits based on actual activity.  If the actual payments exceed management’s estimates, this could result in an adverse impact on the Company’s revenues.  Since management has historically been able to reliably estimate the amount of allowances required for future price adjustments and product returns, the Company recognizes revenue, net of projected allowances, upon recognition of the related sale.  In situations where management is unable to reliably estimate the amount of future price adjustments and product returns, the Company defers recognition of the revenue until the right to future price adjustments and product returns lapses, and the Company is no longer under any obligation to reduce the price or accept the return of the product.
 
If market conditions warrant, Plantronics may take actions to stimulate demand, which could include increasing promotional programs, decreasing prices, or increasing discounts.  Such actions could result in incremental reductions to revenues and margins at the time such incentives are offered.  To the extent that Plantronics reduces pricing, the Company may incur reductions to revenue for price protection based on management’s estimate of inventory in the channel that is subject to such pricing actions.
 
Advertising Costs
 
Plantronics expenses all advertising costs as incurred.  Advertising expense for the years ended March 31, 2007, 2008 and 2009 was $13.2 million, $9.9 million and $6.9 million, respectively.
 
Income Taxes  
 
Plantronics is subject to income taxes both in the U.S. as well as in several foreign jurisdictions.  The Company must make certain estimates and judgments in determining income tax expense for its financial statements.  These estimates occur in the calculation of tax benefits and deductions, tax credits, and tax assets and liabilities which are generated from differences in the timing of when items are recognized for book purposes and when they are recognized for tax purposes.
 

 
On April 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“FIN 48”).  Under FIN 48, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained.  An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained.  There were no material adjustments as a result of the adoption of FIN 48.  At the adoption date, the Company had $12.4 million of unrecognized tax benefits, $9.8 million of which would affect income tax expense if recognized.  As of March 31, 2009, the Company had $11.1 million of unrecognized tax benefits all of which would favorably impact the effective tax rate in future periods if recognized.  The Company continues to follow the practice of recognizing interest and penalties related to income tax matters as a part of the provision for income taxes.

Plantronics accounts for income taxes under an asset and liability approach that requires the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities to be recognized as deferred tax assets and liabilities.  Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. 
 
Earnings (Loss) Per Share
 
Basic earnings (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period, less common stock subject to repurchase.  Diluted earnings per share is computed by dividing the net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.  Potentially dilutive common shares include shares issuable upon the exercise of outstanding stock options, the vesting of restricted stock awards and the estimated shares to be purchased under the Company’s employee stock purchase plan, which are reflected in diluted earnings per share by application of the treasury stock method.  Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of stock-based compensation cost for future services that the Company has not yet recognized, and the amount of tax benefit that would be recorded in additional paid-in capital upon exercise are assumed to be used to repurchase shares.  (See Note 15)
 
Comprehensive Income (Loss)
 
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (expense).  Other comprehensive income (loss) refers to income, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of stockholders’ equity but are excluded from net income (loss).  Accumulated other comprehensive income (loss), as presented in the accompanying consolidated balance sheets, consists of foreign currency translation adjustments, unrealized gains and losses on derivatives designated as cash flow hedges, net of tax and unrealized gains and losses related to the Company’s investments, net of tax.
 
Foreign Operations and Currency Translation

The functional currency of the Company’s foreign sales and marketing offices, except as noted in the following paragraph, is the local currency of the respective operations.  For these foreign operations, the Company translates assets and liabilities into U.S. dollars using the period-end exchange rates in effect as of the balance sheet date and translates revenues and expenses using the average monthly exchange rates.  The resulting cumulative translation adjustments are included in Accumulated other comprehensive income (loss), a separate component of Stockholders' Equity in the accompanying consolidated balance sheets.

The functional currency of the Company’s European finance, sales and logistics headquarters in the Netherlands, sales office, warehouse and distribution center in Hong Kong, sales office and warehouse in Japan, and manufacturing facilities in Tijuana, Mexico and Suzhou, China and foreign research and development facilities, is the U.S. dollar.  For these foreign operations, assets and liabilities denominated in foreign currencies are re-measured at the period-end or historical rates, as appropriate.  Revenues and expenses are re-measured at average monthly rates which the Company believes to be a fair approximation of actual rates.  Currency transaction gains and losses are recognized in current operations.  Realized foreign currency exchange gains (losses) were $2.3 million, $0.9 million, and $(6.3) million in fiscal 2007, 2008 and 2009, respectively.
 
Stock-Based Compensation Expense
 
The Company applies SFAS No. 123-Revised 2004 (“SFAS No. 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employee directors based on estimated fair values.
 

 
Under SFAS No. 123(R), the Company elected to apply the modified prospective transition adoption method.  Under this method, compensation expense for share-based payments include: (a) compensation expense for all stock-based payment awards granted prior to but not yet vested as of April 2, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS  No. 123, and (b) compensation expense for all stock-based payment awards granted or modified on or after April 2, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).  The estimated fair value of the Company’s stock-based awards is amortized over the vesting period of the awards on a straight-line basis.  Compensation expense is recognized only for those awards that are expected to vest, and as such, amounts have been reduced by estimated forfeitures.  

The Company has elected to adopt the alternative transition method provided in FASB Staff Position No. 123(R)-3, "Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards" for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123(R).  The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool ("APIC pool") related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R).
 
Treasury Shares
 
The Company repurchases treasury shares in accordance with approved repurchase plans.  On November 10, 2008, the Board of Directors authorized a new plan to repurchase 1,000,000 shares of common stock.  During fiscal 2009, the Company repurchased 89,000 shares of common stock under this plan in the open market at a total cost of $1.0 million and an average price of $11.54 per share.  As of March 31, 2009, there were 911,000 remaining shares.

On January 13, 2009, the Company retired 16 million shares of treasury stock which were returned to the status of authorized but unissued shares.  This was a non-cash equity transaction in which the cost of the reacquired shares was recorded as a deduction to both retained earnings and treasury stock.
 
Concentration of Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term securities, long-term investments, and trade receivables.  Plantronics’ investment policies for cash limit investments to those that are short-term and low risk and also limit the amount of credit exposure to any one issuer and restrict placement of these investments to issuers evaluated as creditworthy.  As a result of the uncertainties in the credit markets and the UBS offer, the Company has classified all of its ARS investments as long-term since these investments are not currently liquid, and the Company will not be able to access these funds until a future auction of these investments is successful, the underlying securities are redeemed by the issuer, or a buyer is found outside of the auction process.  All of the ARS investments were investment grade quality and were in compliance with the Company’s investment policy at the time of acquisition.  Cash equivalents have a maturity, when purchased, of three months or less; short-term securities have a maturity, when purchased, of greater than three months; and long-term investments have maturities greater than one year, or we do not currently have the ability to liquidate the investment.  Concentrations of credit risk with respect to trade receivables are generally limited due to the large number of customers that comprise the Company’s customer base and their dispersion across different geographies and markets.  Plantronics performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers.  The Company maintains an allowance for uncollectible accounts receivable based upon expected collectibility of all accounts receivable.
 
Certain components that meet the Company’s requirements are available only from a limited number of suppliers.  The rapid rate of technological change and the necessity of developing and manufacturing products with short lifecycles may intensify these risks.  The inability to obtain components as required, or to develop alternative sources, as required in the future, could result in delays or reductions in product shipments, which in turn could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
 
Other Guarantees and Obligations
 
As is customary in the Company’s industry, as provided for in local law in the U.S. and other jurisdictions, Plantronics’ standard contracts provide remedies to its customers, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of its products.  From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various trigger events relating to the sale and use of its products and services.  In addition, Plantronics also provides protection to customers against claims related to undiscovered liabilities, additional product liability or environmental obligations.  In the Company’s experience, claims made under these indemnifications are rare and the associated estimated fair value of the liability is not material.


3.
RECENT ACCOUNTING PRONOUNCEMENTS
 
In February 2008, the Financial Accounting Standards Board (“FASB”) issued FASB issued Staff Position (“FSP”) FAS No. 157-2, “Effective Date of FASB Statement No. 157”, (“FSP FAS No. 157-2") which permitted the Company to defer the effective date of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), until its first quarter of fiscal 2010 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements.  The Company believes that the adoption of FSP FAS No. 157-2 for non-financial assets and liabilities will not have an impact on its consolidated financial statements.
 
In April 2009, the FASB issued three FSPs related to fair value measurements, disclosures and other-than-temporary impairments. FSP FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS No. 157-4”), provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume and level of activity for an asset or liability have significantly decreased. FSP FAS No. 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly.  FSP FAS No. 115-2 and FSP FAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, amends the other-than-temporary impairment guidance in U.S. GAAP to make the guidance more operational and to improve the presentation of other-than-temporary impairments in the financial statements.  Finally, FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures About Fair Value of Financial Instruments”, amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in all interim financial statements.  The three FSPs are effective for periods ending after June 15, 2009.  Early adoption is permitted for periods ending after March 15, 2009, however, the Company elected to adopt the FSPs during the first quarter of 2010.  The Company is evaluating the impact, if any, the FSPs will have on its consolidated financial statements.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” ("SFAS No. 141(R)"), which replaces “SFAS No. 141”, “Business Combinations”.  SFAS No. 141(R) retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured in purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred.  SFAS No. 141(R) is effective for the Company beginning April 1, 2009 and will apply prospectively to any business combinations completed on or after that date, except that resolution of certain tax contingencies and adjustments to valuation allowances related to business combinations, which previously were adjusted to goodwill, will be recorded as income tax expense for all such adjustments after April 1, 2009, regardless of the date of the original business combination.
 
In April 2009, the FASB issued FSP FAS No. 141R-1, “Accounting for Assets and Liabilities Assumed in a Business Combination That Arise From Contingencies”, (“FSP FAS No. 141R-1”).  FSP FAS No. 141R-1 amends and clarifies SFAS No. 141(R) to address application issues regarding initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination.  FSP FAS No. 141R-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The Company believes FSP FAS No. 141R-1 may have a material impact on the Company’s future consolidated financial statements depending on the size and nature of any future business combinations that the Company may enter into.
 
In April 2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS No. 142-3).  FSP FAS No.142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”.  FSP FAS No. 142-3 applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions.  FSP FAS No. 142-3 is effective for financial statements issued for the Company’s fiscal year beginning April 1, 2009.  Early adoption is prohibited.  The Company is evaluating the impact, if any, that FSP FAS No. 142-3 will have on its consolidated financial statements.
 

 
In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”) which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings Per Share.”  Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two class method.  FSP EITF 03-6-1 is effective for the Company beginning April 1, 2009.  All prior-period earnings per share data presented shall be adjusted retrospectively.  Early application is not permitted.  The Company believes the adoption that FSP EITF 03-6-1 will not have a material impact on its consolidated financial statements.
 
4.
INVESTMENTS AND FAIR VALUE MEASUREMENTS
 
The following table presents the Company’s investments at March 31, 2008 and 2009:


(in thousands)
 
Balances at March 31, 2008
   
Balances at March 31, 2009
 
   
Cost
   
Unrealized
   
Accrued
   
Fair
   
Adjusted Cost
   
Unrealized
   
Accrued
   
Fair
 
   
Basis
   
Gain(Loss)
   
Interest
   
Value
   
Basis
   
Gain(Loss)
   
Interest
   
Value
 
Short-term investments:
                                               
U.S. Treasury Bills
  $ -     $ -     $ -     $ -     $ 59,977     $ -     $ 10     $ 59,987  
Total short-term investments
    -       -       -       -       59,977       -       10       59,987  
Long-term investments:
    -       -       -       -       -       -       -       -  
Auction rate securities
    28,000       (2,864 )     -       25,136       23,718       -       -       23,718  
Total long-term investments
    28,000       (2,864 )     -       25,136       23,718       -       -       23,718  
Total short-term and long-term investments
  $ 28,000     $ (2,864 )   $ -     $ 25,136     $ 83,695     $ -     $ 10     $ 83,705  
 
At March 31, 2009, all of the Company’s short-term investments consisted of U.S. Treasury Bills and were classified as available-for-sale.  There were no short-term investments as of March 31, 2008.  At March 31, 2008 and 2009, all of the Company’s long-term investments consisted of auction rate securities (“ARS”).  The ARS were classified as available-for-sale as of March 31, 2008.   During the third quarter of fiscal 2009, the ARS were transferred to trading securities at which time the Company recorded unrealized losses of $4.0 million related to its ARS within Interest and other income (expense), net in the consolidated statement of operations which was offset in part by an unrealized gain based on the fair value of the associated put option of $3.9 million also recorded to Interest and other income (expense), net.  In the fourth quarter of fiscal 2009, an additional unrealized loss of $0.3 million related to the ARS was recorded to Interest and other income (expense), net offset by an unrealized gain of $0.3 million also recorded to Interest and other income (expense), net.  The Company did not incur any material realized gains or losses in the years ended March 31, 2007, 2008 or 2009.
 
The Company adopted SFAS No. 157 for financial assets and liabilities on April 1, 2008.  In accordance with SFAS No. 157, the following table represents the Company’s fair value hierarchy for its financial assets and liabilities as of March 31, 2009:

(in thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Money market funds
  $ 171,585     $ -     $ -     $ 171,585  
Derivative assets
    -       7,613       -       7,613  
Auction rate securities - trading securities
    -       -       23,718       23,718  
Derivative - UBS Rights Agreement
    -       -       4,180       4,180  
Reserve Primary Fund
    -       -       162       162  
Total assets measured at fair value
  $ 171,585     $ 7,613     $ 28,060     $ 207,258  
                                 
Derivative liabilities
  $ 950     $ 875     $ -     $ 1,825  

 
 
Level 1 assets and liabilities consist of money market funds and derivative foreign currency forward contracts that are traded in an active market with sufficient volume and frequency of transactions.  Fair value is measured based on the quoted market price of identical securities.

Level 2 assets and liabilities consist of derivative foreign currency call and put option contracts.  Fair value is determined using a Black-Scholes valuation model using inputs that are observable in the market.
 
Level 3 assets consist mainly of ARS primarily comprised of interest bearing state sponsored student loan revenue bonds guaranteed by the Department of Education.  These ARS investments are designed to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, typically every 7 or 35 days.  However, the recent uncertainties in the credit markets have affected all of the Company’s holdings, and, as a consequence, these investments are not currently liquid.  As a result, the Company will not be able to access these funds until a future auction of these investments is successful, the underlying securities are redeemed by the issuer, or a buyer is found outside of the auction process.  Maturity dates for these ARS investments range from 2029 to 2039.  All of the ARS investments were investment grade quality and were in compliance with the Company’s investment policy at the time of acquisition.

As of March 31, 2008 and 2009, the Company has used a discounted cash flow model to determine an estimated fair value of the Company’s investment in ARS.  The key assumptions used in preparing the discounted cash flow model include current estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums and expected holding periods of the ARS.

In November 2008, the Company accepted an agreement (the “Agreement”) from UBS AG (“UBS”), the investment provider for its $28.0 million par value ARS portfolio, providing the Company with certain rights related to its ARS (the “Rights”).  The Rights permit the Company to require UBS to purchase the Company’s ARS at par value, which is defined as the price equal to the liquidation preference of the ARS plus accrued but unpaid dividends or interest, at any time during the period from June 30, 2010 through July 2, 2012.  Conversely, UBS has the right, in its discretion, to purchase or sell the Company’s ARS at any time until July 2, 2012, so long as the Company receives payment at par value upon any sale or liquidation.  The Company expects to sell its ARS under the Right.  However, if the Rights are not exercised before July 2, 2012 they will expire and UBS will have no further rights or obligation to buy the Company’s ARS.  So long as the Company holds the Rights, it will continue to accrue interest as determined by the auction process or the terms of the ARS if the auction process fails.  UBS’s obligations under the Rights are not secured and do not require UBS to obtain any financing to support its performance obligations under the Rights.  UBS has disclaimed any assurance that it will have sufficient financial resources to satisfy its obligations under the Rights.

The Rights represent a firm agreement in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”).  The enforceability of the Rights results in a put option and should be recognized as a free standing asset separate from the ARS.  Upon acceptance of the offer from UBS, the Company recorded the put option at fair value of $3.9 million using the Black-Scholes options pricing model.  As of March 31, 2009, the fair value of the put option was $4.2 million and was recorded within Other assets in the Consolidated balance sheet with a corresponding credit to Interest and other income (expense), net in the Consolidated statements of operations in fiscal 2009.  The put option does not meet the definition of a derivative instrument under SFAS No. 133.  Therefore, the Company has elected to measure the put option at fair value under SFAS No. 159 in order to match the changes in the fair value of the ARS.  As a result, unrealized gains and losses will be included in earnings in future periods.   

As a result of the Company’s ability to hold its ARS investments to maturity, the Company has classified the entire ARS investment balance as long-term investments on its consolidated balance sheet as of March 31, 2008 and 2009.  Prior to accepting the UBS offer, the Company recorded its ARS investments as available-for-sale and any unrealized gains or losses were recorded to Accumulated other comprehensive income (loss) within Stockholders’ Equity.  In connection with the acceptance of the UBS offer in November 2008, resulting in the right to require UBS to purchase the ARS at par value beginning on June 30, 2010, the Company transferred its ARS from long-term investments available-for-sale to long-term trading securities.  The transfer to trading securities in November 2008 reflects management’s intent to exercise its put option during the period from June 30, 2010 to July 3, 2012.  Prior to the Agreement with UBS, the intent was to hold the ARS until the market recovered.  At the time of transfer in November 2008, the Company recognized a loss on the ARS of approximately $4.0 million in Interest and other income (expense), net.   In the fourth quarter of fiscal 2009, an additional unrealized loss of $0.3 million was recorded to Interest and other income (expense), net which was offset by a $0.3 million unrealized gain recorded on the Rights.

 
As of March 31, 2009, Level 3 assets also include the Company’s holdings in the Reserve Primary Money Market Fund (the “Reserve”) which experienced a decline in net asset value to $0.97 per share due to its exposure to investments held in Lehman Brothers Holdings, Inc. which filed for Chapter 11 bankruptcy protection on September 15, 2008.  As a result, Level 1 and Level 2 inputs are not available to value the investment and the Company determined the fair value based on Level 3 inputs which consisted of reviewing the Reserve’s underlying securities portfolio comprised primarily of discounted notes, certificates of deposit and commercial paper issued by highly-rated institutions.  Based on this analysis, the Company concluded that the fair value of its holdings in the Reserve was lower than the carrying value.  As a result, the Company recorded a realized loss of $0.1 million included in Interest and other income (expense), net in its consolidated statement of income for fiscal 2009.  As of March 31, 2009, the Reserve was classified as a receivable within Other current assets in the Consolidated balance sheet as, in September 2008, the Company attempted to redeem in full all of its holdings in the Reserve and it reasonably expects that distributions from the Reserve will occur within the next twelve months.  During fiscal 2009, the Company received distributions totaling approximately $1.7 million on its holdings.
 
The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets:
 
Changes in Fair Value of Level 3 Financial Assets:
     
   
Year ended
 
(in thousands)
 
March 31, 2009
 
       
Balance at March 31, 2008
  $ 25,136  
Change in temporary valuation adjustment included in Accumulated other comprehensive income (loss)
    2,863  
Unrealized loss included in Interest and other income (expense), net
    (4,281 )
Recognition of Rights agreement and unrealized gains in Interest and other income (expense), net
    3,904  
Unrealized gain included in Interest and other income (expense), net
    276  
Transfer of Reserve Primary Fund from Level 1 to Level 3
    162  
Balance at March 31, 2009
  $ 28,060  


5.      DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

   
March 31,
 
(in thousands)
 
2008
   
2009
 
       
Accounts receivable, net:
           
             
Accounts receivable
  $ 171,611     $ 118,221  
Less: Provisions for returns, promotions and rebates
    (38,383 )     (31,580 )
Less: Allowance for doubtful accounts
    (1,735 )     (2,984 )
    $ 131,493     $ 83,657  
                 
Inventory, net:
               
                 
Purchased parts
  $ 36,081     $ 37,646  
Work in process
    3,611       4,494  
Finished goods
    87,396       77,156  
    $ 127,088     $ 119,296  
                 
Property, plant and equipment, net:
               
                 
Land
  $ 8,647     $ 8,234  
Buildings and improvements (useful life: 7-30 years)
    70,518       74,334  
Machinery and equipment (useful life: 2-10 years)
    106,375       106,129  
Software (useful life: 5 years)
    25,404       29,231  
Construction in progress
    6,071       2,069  
      217,015       219,997  
Less: Accumulated depreciation and amortization
    (118,485 )     (124,278 )
    $ 98,530     $ 95,719  
                 
Accrued liabilities:
               
                 
Employee compensation and benefits
  $ 25,089     $ 17,380  
Warranty accrual
    10,441       12,424  
Accrued advertising and sales and marketing
    5,762       3,286  
Accrued other
    26,026       20,053  
    $ 67,318     $ 53,143  
 

Changes in the warranty obligation, which are included as a component of accrued liabilities on the consolidated balance sheets, are as follows:

(in thousands)
     
       
Warranty obligation at March 31, 2007
  $ 7,240  
Warranty provision relating to products shipped during the year
    22,095  
Deductions for warranty claims processed
    (18,894 )
Warranty obligation at March 31, 2008
    10,441  
Warranty provision relating to products shipped during the year
    21,595  
Deductions for warranty claims processed
    (19,612 )
Warranty obligation at March 31, 2009
  $ 12,424  
 
6.
GOODWILL
 
The changes in the carrying value of goodwill during the fiscal years ended March 31, 2008 and 2009 by segment were as follows:

(in thousands)
 
Audio Communications Group
   
Audio Entertainment Group
   
Consolidated
 
                   
Balance at March 31, 2007
  $ 11,214     $ 61,611     $ 72,825  
Re-allocation of goodwill
    2,902       (2,902 )     -  
Carrying value adjustments
    -       (3,654 )     (3,654 )
Balance at March 31, 2008
  $ 14,116     $ 55,055     $ 69,171  
Carrying value adjustments
    (111 )     (406 )     (517 )
Impairment to goodwill
    -       (54,649 )     (54,649 )
Balance at March 31, 2009
  $ 14,005     $ -     $ 14,005  

In the second quarter of fiscal 2008, the Company transitioned the responsibility and management of the Altec branded headsets from the AEG segment to the ACG segment; as a result, the related goodwill of $2.9 million was transferred from AEG to ACG.  During fiscal 2008, the Company adjusted deferred tax account balances and long-term tax payable accounts related to the purchase of Altec Lansing.  The adjustments to the deferred tax assets and long term payable account of $1.0 million and $2.6 million respectively, resulted in a reduction of goodwill of $3.6 million.
 
In the third quarter of fiscal 2009, the Company considered the effect of the current economic environment and determined that sufficient indicators existed requiring it to perform an interim impairment review of the Company’s two reporting segments, ACG and AEG.  The indicators primarily consisted of (1) a decline in revenue and operating margins during the third quarter and the projected future operating results, (2) deteriorating industry and economic trends, and (3) the decline in the Plantronics’ stock price for a sustained period.

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), the Company utilized a two-step method for determining goodwill impairment.  In step one, the fair value of each reporting unit, which the Company has determined to be consistent with its operating segments, is determined and compared to the carrying value.
 

 
The fair value of the ACG reporting unit was determined using an equal weighting of the income approach and the market comparable approach.  For the income approach, the Company made the following assumptions:  the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 and then growth in line with industry estimated revenues.  Gross margin trends were consistent with historical trends.  A 3% growth factor was used to calculate the terminal value of its reporting units after fiscal year 2017, consistent with the rate used in the prior year.  The discount rate was adjusted from 13% used in the prior year to 14% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  For the market comparable approach, the Company reviewed comparable companies in the industry.  Revenue multiples were determined for these companies and an average multiple based on prior twelve months revenue of these companies of 0.5 was then applied to the unit revenue.  A 10% control premium was added to determine the value on the marketable controlling interest basis.  Cash and short-term investments were then added back to arrive at an indicated value on a marketable, controlling interest basis.  Based on this review, the fair value exceeded the carrying value indicating that there was no impairment related to the ACG reporting unit.
 
The fair value of the AEG reporting unit was determined using an equal weighting of the income approach and the underlying asset approach.  For the income approach, the Company made the following assumptions: the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 with slightly better than historical growth and then growth in line with industry norms for each of the major product lines (Docking Audio and PC Audio).  Gross margin assumptions reflect improved margins as the revenue grows.  A 5% growth factor was used to calculate the terminal value of its reporting units, consistent with the rate used in the prior year.  The discount rate was adjusted from 14% used in the prior year to 15% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  For the underlying asset approach, the asset and liability balances were adjusted to their fair value equivalents.  The fair value of the equity of the business is then indicated by the sum of the fair value of the assets less the fair value of the liabilities.  Based on this review, the Company determined that the goodwill related to the AEG reporting unit was impaired requiring the Company to perform step two, in which the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, to determine the implied fair value of the goodwill.  The impairment charge, if any, is measured as the difference between the implied fair value of the goodwill and its carrying value.  This resulted in the impairment of 100% of the goodwill related to the AEG reporting segment; therefore, a non-cash impairment charge of $54.7 million was recognized in the third quarter of fiscal 2009.  There was no tax benefit associated with this impairment charge.

In the fourth quarter of fiscal 2009, the Company performed the annual impairment test of the goodwill related to the ACG reporting unit, which indicated that there was no impairment. The assumptions used in the annual impairment review performed during the fourth quarter of fiscal 2009 were consistent with the assumptions used in the interim impairment review in the third quarter of fiscal 2009 as no significant changes were identified.

During fiscal 2009, the Company received a $0.4 million refund from the escrow account related to the Altec Lansing acquisition.  In addition, the Company adjusted the deferred tax account and goodwill account balances also related to the purchase of Altec Lansing.  This resulted in a reduction of goodwill of $0.1 million.


7.
INTANGIBLES
 
The following tables present the carrying value of acquired intangible assets with remaining net book values as of the periods:

March 31, 2008 (in thousands)
 
Gross Carrying Amount
   
Accumulated Amortization
   
Net Amount
 
Useful Life
                     
Technology
  $ 30,160     $ (13,883 )   $ 16,277  
 6-10 years
State contracts
    1,300       (1,161 )     139  
 7 years
Patents
    1,420       (1,079 )     341  
 7 years
Customer relationships
    18,133       (6,308 )     11,825  
 3-8 years
Trademarks
    300       (268 )     32  
 7 years
Trade name - inMotion
    5,000       (1,641 )     3,359  
 8 years
Trade name - Altec Lansing
    59,100       -       59,100  
 Indefinite
OEM relationships
    700       (262 )     438  
 7 years
Total
  $ 116,113     $ (24,602 )   $ 91,511    
                           
March 31, 2009 (in thousands)
 
Gross Carrying Amount
   
Accumulated Amortization
   
Net Amount
 
Useful Life
                           
Technology
  $ 9,460     $ (5,728 )   $ 3,732  
 3-10 years
Patents
    1,420       (1,257 )     163  
 7 years
Customer relationships
    4,405       (787 )     3,618  
 3-8 years
Trade name - inMotion
    500       (56 )     444  
 3 years
Trade name - Altec Lansing
    18,600       -       18,600  
 Indefinite
OEM relationships
    27       (9 )     18  
 7 years
Total
  $ 34,412     $ (7,837 )   $ 26,575    


The aggregate amortization expense relating to intangible assets for fiscal 2007, 2008 and 2009 was $8.3 million, $8.1 million and $6.2 million, respectively.
 
During the fourth quarter of fiscal 2007, the Company reorganized ACG’s Volume Logic business and discontinued development work on a key product.  The Company also determined during the annual planning process in the fourth quarter that revenue estimates for Volume Logic products would be lower in the near term than anticipated at the acquisition date in fiscal 2006.  As a result of these combined triggering events, the Company began a review of the recoverability of its Volume Logic-related intangible assets. Recoverability was measured by a comparison of the assets’ carrying amount to their expected future undiscounted net cash flows. The Company determined that the Volume Logic acquired technology intangible assets representing anticipated license revenue had no remaining value and wrote off the remaining carrying value of $0.8 million in cost of revenues.

During the second quarter of fiscal 2008, the Company made a decision to terminate AEG’s Professional Audio product line in order to focus on its core product categories.  As a result of this triggering event, the Company reviewed the recoverability of the Professional Audio asset grouping including the related technology intangible asset.  Other than disposing of the remaining inventory, the Company expects no further cash flows from the Professional Audio product line.  The Company determined that the intangible asset had no remaining value and wrote off the remaining carrying value of $0.5 million in cost of revenues.
 

 
During the third quarter of fiscal 2009, the Company considered the effect of the current economic environment and determined that sufficient indicators existed requiring it to perform an interim impairment review of the Company’s two reporting segments, ACG and AEG.  The indicators primarily consisted of (1) a decline in revenue and operating margins during the current quarter and the projected future operating results, (2) deteriorating industry and economic trends, and (3) the decline in the Plantronics’ stock price for a sustained period.
 
Under SFAS No. 142, the Company tests its indefinite lived assets for impairment by comparing the fair value of the intangible asset with its carrying value.  If the fair value is less than its carrying value, an impairment charge is recognized for the difference.  The Company used the income approach to test the Altec Lansing trademark and trade name for impairments in the third quarter of fiscal 2009 with the following assumptions: the current economic downturn would continue through fiscal 2010, followed by a recovery period in fiscal 2011 and 2012 and then growth in line with industry estimated revenues for royalties and each of the major AEG product lines (Docking Audio and PC Audio).  A 5% growth factor was used to calculate the terminal value, consistent with the rate used in the prior year.  The discount rate was adjusted from 14% to 15% reflecting the current volatility of the stock prices of public companies within the consumer electronics industry.  This resulted in a partial impairment of the Altec Lansing trademark and trade name; therefore, the Company recognized a non-cash impairment charge of $40.5 million in the third quarter of fiscal 2009.  The Company recognized a deferred tax benefit of $15.4 million associated with this impairment charge.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), the Company also reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset.  Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the amount that the carrying value of the asset exceeds its fair value based on the discounted future cash flows.  As a result of the decline in forecasted revenues, operating margin and cash flows related to the AEG segment, the Company also evaluated the long-lived assets within the reporting unit.  The fair value of the long-lived assets, which include intangibles and property, plant and equipment, was determined for each individual asset and compared to the asset’s relative carrying value.  This resulted in a partial impairment of the certain long-lived assets; therefore, in the third quarter of fiscal 2009, the Company recognized a non-cash intangible asset impairment charge of $18.2 million, of which $9.1 million related to technology, $6.7 million related to customer relationships and $2.4 million related to the inMotion trade name, and a non-cash impairment charge of $4.1 million related to property, plant and equipment.  The Company recognized a deferred tax benefit of $8.5 million associated with these impairment charges.

In the fourth quarter of fiscal 2009, the Company completed the annual impairment test of the Altec Lansing trademark and trade name, which indicated that there was no further impairment.   The assumptions used in the annual impairment review performed during the fourth quarter of fiscal 2009 were consistent with the assumptions used in the interim impairment review in the third quarter of fiscal 2009 as no significant changes were identified.  Given the current economic environment and the uncertainties regarding the impact on the business, there can be no assurance that the estimates and assumptions regarding the duration of the current economic downturn, or the period or strength of recovery, made for purposes of testing the indefinite lived intangible assets for impairment during the third and fourth quarter of fiscal 2009 will prove to be accurate predictions of the future.  If the assumptions regarding forecasted revenue or margin growth rates of the AEG reporting unit are not achieved or if certain alternatives being evaluated by management to improve the profitability of the AEG segment do not materialize, it is reasonably possible the Company may be required to record additional impairment charges related to the Altec Lansing trademark and trade name in future periods, whether in connection with its next annual impairment review in the fourth quarter of fiscal 2010 or prior to that if indicators of impairment exist.  It is also reasonably possible that an impairment review may be triggered for the remaining intangible assets associated with Altec Lansing.  The net book value of these intangible assets as of March 31, 2009 was $21.9 million.  It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such charge would be material.

The estimated future amortization expense for each fiscal year subsequent to fiscal 2009 is as follows:

Fiscal Year Ending March 31,
 
(in thousands)
 
2010
  $ 2,470  
2011
    2,427  
2012
    1,643  
2013
    630  
2014
    805  
Total estimated amortization expense
  $ 7,975  

 

8.      RESTRUCTURING AND OTHER RELATED CHARGES

The Company recorded the restructuring activities discussed below in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS No. 146”) and SFAS No. 112, “Employees’ Accounting for Post-employment Benefits” (“SFAS No. 112”).
 
Q3 Fiscal 2008 Restructuring Action
 
In November 2007, the Company announced plans to close AEG’s manufacturing facility in Dongguan, China, shut down a related Hong Kong research and development, sales and procurement office and consolidate procurement, research and development activities for AEG in our Shenzhen, China site.  The selling, general and administrative functions of AEG in China have been consolidated with those of ACG throughout the Asia-Pacific region.  These actions resulted in the elimination of all manufacturing operation positions in Dongguan, China and certain related support functions.  This restructuring plan is part of a strategic initiative designed to reduce fixed costs by outsourcing the majority of AEG manufacturing to a network of qualified contract manufacturers already in place.  In November 2007, 730 employees were notified of their termination, 708 in manufacturing, 20 in research and development and 2 in selling, general and administrative.  As of December 31, 2008, all employees had been terminated.  Restructuring and other related charges of approximately $3.7 million related to this restructuring plan, of which $3.6 million was recorded in fiscal 2008 and $0.1 million recorded in fiscal 2009.  The total restructuring charges of $3.7 million consist of $1.4 million for the write-off of facilities and equipment and accelerated depreciation, $1.4 million for severance and benefits, and $0.9 million in professional and administrative and other fees.  All restructuring and other related charges under this plan have been recorded as of March 31, 2009 and all amounts have been paid.
 
Q1 Fiscal 2009 Restructuring Action
 
In June 2008, the Company announced a reduction in force at AEG’s operations in Milford, Pennsylvania as part of the strategic initiative designed to reduce costs.  A total of 31 employees were notified of their termination, all of whom were terminated as of December 31, 2008.  The Company recognized $0.2 million of restructuring charges related to this activity in fiscal 2009, consisting solely of severance, of which substantially all costs have been recorded and paid as of March 31, 2009.
 
Q3 Fiscal 2009 Restructuring Action
 
In the third quarter of fiscal 2009, the Company had a reduction in force at AEG’s operations in Luxemburg and Shenzhen, China and ACG’s operations in China as part of the strategic initiative designed to reduce costs.  A total of 624 employees were notified of their termination, all of whom had been terminated as of December 31, 2009.  On January 14, 2009, the Company announced additional reductions in force related to this restructuring plan which included an additional 199 employees located in ACG’s Tijuana, Mexico, U.S., and other global locations who were notified of their termination.  A total of 823 employees, primarily in operations positions but also including other functions, were notified of their termination under this restructuring action, all of whom, except ten employees, had been terminated as of March 31, 2009.  In fiscal 2009, the Company recorded $8.8 million of restructuring charges related to these activities, of which $0.8 million related to the AEG segment and $8.0 million related to the ACG segment.  These costs consisted of $8.1 million in severance and benefits, $0.6 million for the write-off of leasehold improvements due to consolidation of facilities, and $0.1 million in other associated costs.  The Company believes that substantially all of the costs have been incurred as of March 31, 2009,  $2.6 million of which related to ACG has not been paid as of March 31, 2009 and is expected to be paid in the first quarter of fiscal 2010.
 
Q4 Fiscal 2009 Restructuring Action
 
At the end of the fourth quarter of fiscal 2009, the Company announced a plan to close our ACG manufacturing operations in our Suzhou, China facility due to the decision to outsource the manufacturing of our Bluetooth products in China.  A total of 656 employees, primarily in operations positions but also included other functions, were notified of their termination of which none of whom had been terminated as of March 31, 2009.  Most of the employees will be terminated in the second quarter of fiscal 2010 when the Company plans to exit the manufacturing facility.  In fiscal 2009, the Company recorded $3.0 million of restructuring charges in the ACG business segment, primarily consisting of severance and benefits.  The Company expects to incur total restructuring and other related charges of $11.0 to $14.0 million related to this action, including approximately $5.5 to $6.5 million in non-cash charges related to accelerated depreciation, which will be recorded within cost of revenues, $3.5 million in employee termination benefits of which $3.0 million was recorded in fiscal 2009 and $2.0 to $4.0 million in other associated costs.  All remaining costs are expected to be incurred during fiscal 2010, and all cash payments are expected to be funded from our operating cash flows.


If forecasted revenue and gross margin growth rates of either the ACG or AEG segment are not achieved, it is reasonably possible that the Company will need to take further restructuring actions which may result in additional restructuring and other related charges in future periods.  In addition, the Company continues to review the AEG cost structure and may implement additional cost reduction initiatives in the future.

The following table summarizes the Company’s restructuring activities:

(in thousands)
 
Severance and Benefits
   
Facilities and Equipment
   
Other
   
Total
 
                         
Restructuring and other related charges
  $ 1,272     $ 1,519     $ 793     $ 3,584  
Cash payments
    (980 )     -       (241 )     (1,221 )
Non-cash
    -       (1,519 )     (38 )     (1,557 )
Restructuring accrual at March 31, 2008
    292       -       514       806  
                                 
Restructuring and other related charges
    11,346       545       183       12,074  
Cash payments
    (6,170 )     107       (712 )     (6,775 )
Non-cash
     -       (535 )      -       (535 )
Restructuring accrual at March 31, 2009
  $ 5,468     $ 117     $ (15 )   $ 5,570  
 
The restructuring accrual is included in accrued liabilities in the Company’s consolidated balance sheet.
 
9.
BANK LINE OF CREDIT
 
As of March 31, 2009, the Company had a credit agreement with Wells Fargo which includes a $100 million revolving line of credit and a letter of credit sub-facility.  Borrowings under the line of credit are unsecured and bear interest at the London inter-bank offered rate (“LIBOR”) plus 0.75%.  The line of credit expires on August 1, 2010.  The Company repaid the line of credit in the fourth quarter of fiscal 2007.  At March 31, 2008 and 2009, there were no outstanding balances on the line of credit and $1.4 million and $0.2 million committed under the letter of credit sub-facility, respectively.
 
Borrowings under the credit agreement are subject to certain financial covenants and restrictions that materially limit the Company’s ability to incur additional debt and pay dividends, among other matters.  The Company was out of compliance with the financial covenants under the credit agreement as of March 31, 2009.  Effective April 1, 2009, the Company terminated its credit agreement as it believes it has sufficient cash on hand along with anticipated cash flow to meet future operational requirements.  In the first quarter of fiscal 2010, the Company entered into a standby letter of credit agreement with Wells Fargo which is used to secure small letters of credits with vendors as requested.


10.
COMMITMENTS AND CONTINGENCIES
 
MINIMUM FUTURE RENTAL PAYMENTS. The Company leases certain equipment and facilities under operating leases expiring in various years through 2016.  Minimum future rental payments under non-cancelable operating leases having remaining terms in excess of one year as of March 31, 2009 are as follows:
 
Fiscal Year Ending March 31,
 
(in thousands)
 
       
2010
  $ 5,066  
2011
    3,942  
2012
    1,736  
2013
    1,720  
2014
    1,317  
Thereafter
    993  
Total minimum future rental payments
  $ 14,774  
 
Total rent expense for operating leases was approximately $5.1 million, $6.4 million, and $6.9 million in fiscal 2007, 2008, and 2009, respectively.
 
EXISTENCE OF RENEWAL OPTIONS. Certain operating leases provide for renewal options for periods from one to three years. In the normal course of business, operating leases are generally renewed or replaced by other leases.
 
CLAIMS AND LITIGATION. The Company is presently engaged in various legal actions arising in the normal course of business including six class action lawsuits recently filed against the Company alleging that our Bluetooth headsets may cause noise-induced hearing loss. Shannon Wars et al. vs. Plantronics, Inc. was filed on November 14, 2006 in the U.S. District Court for the Eastern District of Texas.   Lori Raines, et al. vs. Plantronics, Inc. was filed on October 20, 2006 in the U.S. District Court, Central District of California.   Kyle Edwards, et al vs. Plantronics, Inc. was filed on October 17, 2006 in the U.S. District Court, Middle District of Florida.   Ralph Cook vs. Plantronics, Inc. was filed on February 8, 2007 in the U.S. District Court for the Eastern District of Virginia.   Randy Pierce vs. Plantronics, Inc. was filed on January 10, 2007 in the U.S. District Court for the Eastern District of Arkansas.   Bruce Schiller, et al vs. Plantronics, Inc. was filed on October 10, 2006 in the Superior Court of the State of California in and for the County of Los Angeles.  The complaints state that they do not seek damages for personal injury to any individual.  These complaints seek various remedies, including injunctive relief requiring the Company to include certain additional warnings with its Bluetooth headsets and to redesign the headsets to limit the volume produced, or, alternatively, to provide the user with the ability to determine the level of sound emitted from the headset.  Plaintiffs also seek unspecified general, special, and punitive damages, as well as restitution.  The federal cases have been consolidated for all pre-trial purposes in the U.S. District Court for the Central District of Los Angeles before Judge Fischer.  The California State Court case was dismissed by the plaintiffs.  The parties have agreed in principle to settle their claims. The Court granted preliminary approval of their proposed nationwide settlement.  The parties are in process of providing notice of the proposed settlement to the nationwide class.  Objections to and opt outs of the settlement are being received.  The Court is scheduled to hear the objections in early July 2009.  The Company anticipates that the settlement will be approved in the second quarter of fiscal 2010.  The Company believes that any loss related to these proceedings would not be material and has adequately reserved for these costs in the consolidated financial statements.


11.
STOCKHOLDERS’ EQUITY  

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows:

   
March 31,
 
(in thousands)
 
2008
   
2009
 
             
Net income (loss)
  $ 68,395     $ (64,899 )
                 
Accumulated unrealized loss on cash flow hedges, net of tax
    (5,843 )     12,179  
                 
Accumulated foreign currency translation adjustments
    5,126       (2,606 )
                 
Accumulated unrealized loss on long-term investments, net of tax
    (2,864 )     2,863  
                 
    $ 64,814     $ (52,463 )

During the first and second quarter of fiscal 2009, the Company recorded further temporary declines in the fair market value of $1.1 million related to its ARS investments.  In the third quarter of fiscal 2009, as a result of changing the classification of the ARS from available-for-sale to trading securities, the Company recorded an other-than-temporary loss of $4.0 million in Interest and other income (expense), net in the Consolidated statement of operations, which reversed the unrealized losses recorded in Accumulated other comprehensive income (loss). (See Note 4)

Capital Stock

In March 2002, the Company established a stock purchase rights plan under which stockholders may be entitled to purchase the Company’s stock or stock of an acquirer of the Company at a discounted price in the event of certain efforts to acquire control of the Company.  The rights expire on the earliest of (a) April 12, 2012, or (b) the exchange or redemption of the rights pursuant to the rights plan.

On October 2, 2005, the Board of Directors authorized the repurchase of 1,000,000 shares of common stock under which the Company may, from time to time, purchase shares, depending on market conditions, in the open market or privately negotiated transactions.  As of March 31, 2007, there were no remaining shares authorized for repurchase.  On January 25, 2008, the Board of Directors authorized the repurchase of 1,000,000 shares of common stock under a new share repurchase program.  During fiscal 2008 and 2009, the Company repurchased 1,000,000 shares of its common stock under this repurchase plan in the open market at a total cost of $18.3 million and an average price of $18.30 per share.   On November 10, 2008, the Board of Directors authorized a new plan to repurchase 1,000,000 shares of common stock.  During fiscal 2009, the Company repurchased 89,000 shares of its common stock under this plan in the open market at a total cost of $1.0 million and an average price of $11.54 per share.  As of March 31, 2009, there were 911,000 remaining shares authorized for repurchase.  Through employee benefit plans, we reissued 306,607 treasury shares for proceeds of $5.3 million during the year ended March 31, 2008 and 429,743 treasury shares for proceeds of $5.2 million during the year ended March 31, 2009.

In fiscal 2008 and 2009, the Company paid quarterly cash dividends of $0.05 per share resulting in total dividends of $9.7 million and $9.8 million in each year, respectively.

The Company’s current credit facility agreement contains covenants that materially limit our ability to incur additional debt and pay dividends, among other matters.  The covenants also require the Company to maintain annual net income, a maximum leverage ratio and a minimum quick ratio.   As of March 31, 2009, due to the net loss for fiscal 2009 including the impairment of goodwill and long-lived assets, the Company did not meet the minimum net income covenant under the credit agreement.  However, effective April 1, 2009, the Company terminated the credit agreement as it believes it has sufficient cash on hand along with anticipated cash flow to meet future operational requirements.   Therefore, the Company will no longer be subject to any covenants that limit its ability to declare and pay dividends.  The actual declaration of future dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee of the Board of Directors of Plantronics each quarter after its review of our financial performance.


On May 5, 2009, the Company announced that the Board of Directors had declared the Company’s twentieth quarterly cash dividend of $0.05 per share of the Company’s common stock, payable on June 10, 2009 to stockholders of record on May 20, 2009. 

Stock Option Plans

Employee Stock Plan
 
In June 2003, the Board of Directors and stockholders approved the Plantronics Inc. Parent Corporation 2003 Stock Plan (the "2003 Stock Plan").  Under the 2003 Stock Plan, 8,000,000 shares of common stock (which number is subject to adjustment in the event of stock splits, reverse stock splits, recapitalization or certain corporate reorganizations) were cumulatively reserved since inception for issuance to employees, directors and consultants of Plantronics.  Under the 2003 Stock Plan, the Company may not grant more than 20% of the 1,000,000 shares initially reserved for issuance as Restricted Stock Awards and Restricted Stock Units.  On July 23, 2008, 1.2 million shares were added to the plan.  We have amended the Plan to provide that awards of restricted stock and restricted stock units with a per share or per unit purchase price lower than 100% of fair market value on the grant date will be counted against the total number of shares issuable under the Plan as 2.5 shares for every 1 share subject thereto.  In addition, Board of Directors receive annual grants of 2,000 restricted shares on the date of the annual stockholder’s meeting.  The 2003 Stock Plan has a term of 10 years (unless amended or terminated earlier by the Board of Directors), provides for incentive stock options as well as nonqualified stock options to purchase shares of common stock, and is due to expire in September 2013.  At March 31, 2009, options to purchase 6,741,106 shares of common stock were outstanding and 1,930,959 shares were available for future grant under the 2003 Stock Plan.
 
Under the existing 2003 Stock Plan, incentive stock options may not be granted at less than 100% of the estimated fair market value of the Company’s common stock at the date of grant, as determined by the Board of Directors, and the option term may not exceed 7 years.  Incentive stock options granted to a 10% stockholder may not be granted at less than 110% of the estimated fair market value of the common stock at the date of grant and the option term may not exceed five years.  All stock options granted on or after May 16, 2001, may not be granted at less than 100% of the estimated fair market value of the Company’s common stock at the date of grant.
 
In September 1993, the Board of Directors approved the Plantronics Inc. Parent Corporation 1993 Stock Option Plan (the "1993 Stock Option Plan").  Under the 1993 Stock Option Plan, 22,927,726 shares of common stock (which number is subject to adjustment in the event of stock splits, reverse stock splits, recapitalization or certain corporate reorganizations) were reserved cumulatively since inception for issuance to employees and consultants of Plantronics.  The 1993 Stock Option Plan, which provided for incentive stock options as well as nonqualified stock options to purchase shares of common stock, had a term of 10 years and the ability to grant new options under this 1993 Stock Option Plan expired in September 2003.  At March 31, 2009, options to purchase 3,976,169 shares of common stock were outstanding under the 1993 Stock Option Plan.
 
Options granted subsequent to September 2007 generally vested over a three-year period.  Options granted prior to June 1999 and after September 2004 but before October 2007 generally vested over a four-year period and those options granted subsequent to May 1999 but before October 2004 generally vested over a five-year period.  In July 1999, the Stock Option Plan Committee was authorized to make option grants to employees who are not senior executives pursuant to guidelines approved by the Compensation Committee and subject to quarterly reporting to the Compensation Committee.
 
Directors’ Stock Option Plan
 
In September 1993, the Board of Directors adopted a Directors' Stock Option Plan (the "Directors' Option Plan") and has reserved cumulatively since inception a total of 300,000 shares of common stock (which number is subject to adjustment in the event of stock splits, reverse stock splits, recapitalization or certain corporate reorganizations) for issuance to non-employee directors of Plantronics. At the end of fiscal year 2009, options to purchase 66,000 shares of common stock were outstanding under the Directors' Option Plan.  All options were granted at fair market value and generally vest over a four-year period.  The ability to grant new options under the Directors’ Option Plan expired by its terms in September 2003, and Directors may participate in the 2003 Stock Plan.


Other Stock Option Plan
 
In August 2005, the Board of Directors reserved 145,000 shares for the issuance of stock awards to Altec Lansing employees (the “Inducement Plan”).  Subsequent to the Altec Lansing acquisition, the Company granted 129,000 stock options to purchase shares of common stock at a weighted average exercise price of $33.49, which was equal to the fair value of the underlying stock on the grant date.  The Company also issued 5,000 shares of restricted stock to Altec Lansing employees with a purchase price of $0.01 per share under the Inducement Plan.  At March 31, 2009, options to purchase 40,875 shares of common stock were outstanding and the remaining shares of common stock under the Inducement Plan were not available for future grants as the reservation of such shares was subsequently canceled.
 
Employee Stock Purchase Plan
 
On June 10, 2002, the Board of Directors of Plantronics approved the 2002 Employee Stock Purchase Plan (the "2002 ESPP"), which was approved by the stockholders on July 17, 2002, to provide certain employees with an opportunity to purchase common stock through payroll deductions.  On July 23, 2008, 0.5 million shares were added to the plan.  The plan qualifies under Section 423 of the Internal Revenue Code.  Under the 2002 ESPP, which is effective through June 2012, the purchase price of Plantronics’ common stock is equal to 85% of the lesser of the fair market value of Plantronics’ common stock on (i) the first day of the offering period, or (ii) the last day of the offering period.  Each offering period is six months long.  There were 242,530, 238,844, and 337,538 shares issued under the 2002 ESPP in fiscal 2007, 2008 and 2009, respectively.  At March 31, 2009, there were 451,993 shares reserved for future issuance under the ESPP.
 
Stock Option Plan Activity

Stock Options

The following is a summary of the Company’s stock option activity during fiscal 2009:

   
Options Outstanding
 
         
Weighted
 
Weighted
     
         
Average
 
Average
 
Aggregate
 
   
Number of
   
Exercise
 
Remaining
 
Intrinsic
 
   
Shares
   
Price
 
Contractual Life
 
Value
 
   
(in thousands)
       
(in years)
 
(in thousands)
 
Outstanding at March 31, 2008
    8,561     $ 26.32          
Options granted
    1,502     $ 18.77          
Options exercised
    (359 )   $ 19.22       $ 2,031  
Options forfeited or expired
    (811 )   $ 27.29            
Outstanding at March 31, 2009
    8,893     $ 25.25  
                    3.60
  $ 35  
Exercisable at March 31, 2009
    6,637     $ 26.82  
                    2.90
  $ -  
 
Options outstanding as of March 31, 2009 include 8.7 million shares that are vested or expected to vest with a weighted average exercise price of $25.36, a weighted average remaining contractual life of 3.59 years and an aggregate intrinsic value of $0.1 million.  The total cash received from employees as a result of employee stock option exercises during fiscal 2009 was $6.9 million.  The Company settles employee stock option exercises with newly issued common shares approved by stockholders for inclusion in the 1993 Stock Plan or the 2003 Stock Plan.


Restricted Stock

The following is a summary of the Company’s restricted stock award activity during the fiscal 2009:

   
Number of Shares
   
Weighted Average Grant Date Fair Value
 
   
(in thousands)
       
Non-vested at March 31, 2008
    288     $ 26.77  
Granted
    187     $ 14.50  
Vested
    (92 )   $ 26.88  
Forfeited
    (20 )   $ 27.38  
Non-vested at March 31, 2009
    363     $ 20.39  

The total fair value of restricted stock awards vested during the year ended March 31, 2009 was $2.5 million.

Stock-Based Compensation

The following table summarizes the amount of stock-based compensation expense recorded under SFAS No. 123(R), included in the consolidated statements of operations:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Cost of revenues
  $ 2,908     $ 2,474     $ 2,265  
                         
Research, development and engineering
    3,835       3,552       3,663  
Selling, general and administrative
    10,176       9,966       9,814  
Stock-based compensation expense included in operating expenses
    14,011       13,518       13,477  
                         
Total stock-based compensation
    16,919       15,992       15,742  
                         
Income tax benefit
    (5,599 )     (5,173 )     (4,940 )
                         
Total stock-based compensation expense, net of tax
  $ 11,320     $ 10,819     $ 10,802  
 
As of March 31, 2009, total unrecognized compensation cost related to unvested stock options was $15.4 million which is expected to be recognized over a weighted average period of 2.1 years.  Total unrecognized compensation cost related to non-vested restricted stock awards was $6.1 million as of March 31, 2009 which is expected to be recognized over a weighted average period of 2.9 years and there was $0.5 million of unrecognized compensation cost related to the ESPP as of March 31, 2009 that is expected to be fully recognized during the first two quarters of fiscal 2010.


Valuation Assumptions
 
The Company estimates the fair value of stock options and ESPP shares using a Black-Scholes option valuation model. The fair value of each option grant is estimated on the date of grant using the straight-line attribution approach with the following weighted average assumptions:

   
Employee Stock Options
   
Employee Stock Purchase Plan
 
Fiscal Year Ended March 31,
 
2007
   
2008
   
2009
   
2007
   
2008
   
2009
 
Expected volatility
    42.1 %     39.6 %     51.6 %     43.4 %     45.3 %     63.0 %
Risk-free interest rate
    4.7 %     4.0 %     2.9 %     5.2 %     3.4 %     0.9 %
Expected dividends
    1.0 %     0.8 %     1.2 %     1.2 %     0.9 %     1.6 %
Expected life (in years)
    4.2       4.2       4.4       0.5       0.5       0.5  
Weighted-average grant date fair value
  $ 7.60     $ 9.35     $ 7.65     $ 4.74     $ 6.20     $ 4.56  

The expected stock price volatility for the year ended March 31, 2007, 2008 and 2009 was determined based on an equally weighted average of historical and implied volatility.  Implied volatility is based on the volatility of the Company’s publicly traded options on its common stock with a term of six months or less. The Company determined that a blend of implied volatility and historical volatility is more reflective of market conditions and a better indicator of expected volatility than using purely historical volatility.  The expected life was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.  The dividend yield assumption is based on our current dividend and the market price of our common stock at the date of grant.

12.
EMPLOYEE BENEFIT PLANS
 
Subject to eligibility requirements, substantially all ACG employees, with the exception of direct labor and certain executives, participate in quarterly cash profit sharing plans.  The profit sharing benefits are based on ACG’s results of operations before interest and taxes, adjusted for other items. The profit sharing is calculated and paid quarterly.  Profit sharing payments are allocated to employees based on each participating employee's base salary as a percent of all participants' base salaries.  Eligible ACG employees in the U.S. may defer a portion of their profit sharing under the 401(k) plan.

The profit sharing plan provides for the distribution of 5% of quarterly profits to qualified employees.  Total profit sharing payments were $3.6 million, $4.4 million and $3.6 million for fiscal 2007, 2008 and 2009, respectively.
 
The Company has a 401(k) plan that matches 50% of the first 6% of compensation and provides a non-elective company contribution equal to 3% of base salary.   Total Company contributions in fiscal 2008 and 2009 for both the ACG and AEG segments were $3.8 million and $3.9 million, respectively.
 
13.             FOREIGN CURRENCY DERIVATIVES
 
The Company uses derivative instruments primarily to manage exposures to foreign currency risks.  The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency.  The program is not designed for trading or speculative purposes.  The Company’s derivatives expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the agreements.  The Company seeks to mitigate such risk by limiting its counterparties to major financial institutions and by spreading the risk across several major financial institutions.  In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.

In accordance with Statement of Financial Accounting Standards No. 133 (“SFAS No. 133”), Accounting for Derivative Instruments and Hedging Activities, the Company recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value.  Changes in fair value (i.e. gains or losses) of the derivatives are recorded as Net revenues or Interest and other income (expense), net or as Accumulated other comprehensive income (loss).

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivatives Instruments and Hedging Activities (“SFAS No. 161”).  SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, and requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements.  The Company adopted the reporting requirements of SFAS No. 161 during the fourth quarter of fiscal 2009.


Non-Designated Hedges
 
The Company enters into foreign exchange forward contracts to reduce the impact of foreign currency fluctuations on assets and liabilities denominated in currencies other than the functional currency of the reporting entity.  These foreign exchange forward contracts are not subject to the hedge accounting provisions of SFAS No. 133, but are carried at fair value with changes in the fair value recorded within Interest and other income (expense), net on the statement of operations in accordance with SFAS No. 52, "Foreign Currency Translation".  Gains and losses on these contracts are intended to offset the impact of foreign exchange rate changes on the underlying foreign currency denominated assets and liabilities, and therefore, do not subject the Company to material balance sheet risk.  We do not enter into foreign currency forward contracts for trading purposes.
 
As of March 31, 2009, the Company had foreign currency forward contracts of €18.7 million and £6.5 million denominated in Euros and Great Britain Pounds. As of March 31, 2008, the Company had foreign currency forward contracts of €15.8 million and £6.2 denominated in Euros and Great Britain Pounds.
 
The following table summarizes the Company’s outstanding foreign exchange currency contracts, and approximate U.S. dollar equivalent, at March 31, 2009 (local currency and dollar amounts in thousands):
 
   
Local Currency
   
USD Equivalent
 
Position
Maturity
EUR
    18,700     $ 24,876  
Sell Euro
1 month
GBP
    6,500       9,296  
Sell GBP
1 month
 
Foreign currency transactions, net of the effect of hedging activity on forward contracts, resulted in net gains of $2.3 million and $0.9 million in fiscals 2007 and 2008, respectively, and net losses of $6.3 million in fiscal 2009 and are included in Interest and other income (expense), net in the Consolidated statement of operation.
 
Cash Flow Hedges
 
The Company’s hedging activities include a hedging program to hedge the economic exposure from anticipated Euro and Great Britain Pound denominated sales from ACG. The Company hedges a portion of these forecasted foreign denominated sales with currency options.  These transactions are designated as cash flow hedges and are accounted for under the hedge accounting provisions of SFAS No. 133.  The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income (loss) and subsequently reclassified into Net revenues when the hedged exposure affects earnings.  Any ineffective portions of related gains or losses are recorded in the statements of operations immediately.  On a monthly basis, the Company enters into option contracts with a one-year term.  It does not purchase options for trading purposes. As of March 31, 2008, the Company had foreign currency put and call option contracts of approximately €48.4 million and £18.7 million.  As of March 31, 2009, it had foreign currency put and call option contracts of approximately €48.4 million and £14.4 million.
 
In fiscal 2007, 2008, and 2009, realized gains (losses) of $(2.9) million, $(3.9) million and $4.5 million on cash flow hedges were recognized in Net revenues in the consolidated statements of operations.  The Company expects to reclassify the entire amount of $6.7 million of gains accumulated in other comprehensive income (loss) to Net revenues during the next 12 months due to the recognition of the hedged forecasted sales.
 

 

The amount in the tables below include fair value adjustments related to the Company’s own credit risk and counterparty credit risk.
 
Fair Value of Derivative Contracts

Fair value of derivative contracts under SFAS No. 133 were as follows:

                           
Derivative Liabilites
 
   
Derivative Assets Reported
         
Reported in Other Current
 
   
in Other Current Assets
   
Long-term Investments
   
Accrued Liabilities
 
   
March 31,
   
March 31,
   
March 31,
   
March 31,
   
March 31,
   
March 31,
 
(in thousands)
 
2008
   
2009
   
2008
   
2009
   
2008
   
2009
 
                                     
Foreign exchange contracts designated as cash flow hedges
  $ 177     $ 7,613     $ -     $ -     $ 6,394     $ 875  
Total derivatives designated as hedging instruments
    177       7,613       -       -       6,394       875  
Foreign exchange contracts not designated
    -       -       -       -       (50 )     (2 )
Total derivatives
  $ 177     $ 7,613     $ -     $ -     $ 6,444     $ 877  
 
Effect of Designated Derivative Contracts on Accumulated Other Comprehensive Income (Loss)

The following table represents only the balance of designated derivative contracts under SFAS No. 133 as of March 31, 2008 and 2009, and the impact of designated derivative contracts on Accumulated other comprehensive income (loss) for the fiscal year ended March 31, 2009:

         
Amount of gain (loss)
   
Amount of gain (loss)
       
   
March 31,
   
recognized in OCI
   
to income (loss)
   
March 31,
 
(in thousands)
 
2008
   
(effective portion)
   
(effective portion)
   
2009
 
                         
Foreign exchange contracts designated as cash flow hedges
  $ (6,217 )   $ 17,460     $ 4,505     $ 6,738  
 
Effect of Designated Derivative Contracts on the Consolidated Statement of Operations

The effect of designated derivative contracts under SFAS No. 133 on results of operations recognized in Net revenues in the Consolidated statement of operations was as follows:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Foreign exchange contracts designated as cash flow hedges
  $ (2,861 )   $ (3,945 )   $ 4,505  
 
Effect of Non-Designated Derivative Contracts on the Consolidated Statement of Operations

The effect of non-designated derivative contracts under SFAS No. 133 on results of operations recognized in Interest and other income (expense), net in the Consolidated statement of operations was as follows:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Gain (loss) on foreign exchange contracts
  $ (2,002 )   $ (5,015 )   $ 5,590  


14 .             INCOME TAXES
 
Income tax expense (benefit) for fiscal 2007, 2008 and 2009 consisted of the following:
 
(in thousands)
 
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
       
Current:
                 
Federal
  $ 12,587     $ 10,096     $ (1,071 )
State
    1,976       2,443       1,735  
Foreign
    6,158       9,242       4,934  
Total current provision for income taxes
    20,721       21,781       5,598  
                         
Deferred:
                       
Federal
    (7,419 )     (3,210 )     (21,402 )
State
    (1,045 )     (778 )     (3,506 )
Foreign
    (862 )     (951 )     (507 )
Total deferred benefit for income taxes
    (9,326 )     (4,939 )     (25,415 )
Income tax expense (benefit)
  $ 11,395     $ 16,842     $ (19,817 )
 
The components of Income (loss) before income taxes for fiscal 2007, 2008 and 2009 are as follows:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
United States
  $ 7,136     $ 19,980     $ (110,216 )
Foreign
    54,402       65,257       25,500  
Income (loss) before income tax expense (benefit)
    61,538       85,237       (84,716 )
 
The following is a reconciliation between statutory federal income taxes and the total income tax expense (benefit):

(in thousands)
 
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
Tax expense (benefit) at statutory rate
  $ 21,538     $ 29,833     $ (29,651 )
Foreign operations taxed at different rates
    (9,646 )     (13,868 )     (3,574 )
State taxes, net of federal benefit
    930       1,665       (1,771 )
Research and development credit
    (1,978 )     (814 )     (3,117 )
Goodwill impairment
    -       -       19,127  
Other, net
    551       26       (831 )
Income tax expense (benefit)
  $ 11,395     $ 16,842     $ (19,817 )
 
The effective tax rate for fiscal 2007, 2008 and 2009 was 18.5%, 19.8% and 23.4%, respectively.  The effective tax rate for fiscal 2009 is higher than the previous year primarily due to the change in foreign versus domestic income mix, the release of tax reserves resulting from the lapse of the statute of limitations in certain jurisdictions and the reinstatement of the U.S. research tax credit offset by the non-deductible goodwill impairment and the release of the deferred tax liability resulting from the impairment of the associated intangible assets.  
 

 
The effective tax rate for fiscal 2009 differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, income tax credits, state taxes, the impairment of non-deductible goodwill and other factors.  The effective tax rate for fiscal 2008 differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, income tax credits, state taxes, and other factors.  The future tax rate could be impacted by a shift in the mix of domestic and foreign income; tax treaties with foreign jurisdictions; changes in tax laws in the U.S. or internationally; or a change in estimates of future taxable income which could result in a valuation allowance being required.
 
Permanently reinvested foreign earnings were approximately $337.7 million at March 31, 2009.  The determination of the tax liability that would be incurred if these amounts were remitted back to the U.S. is not practical.
 
Deferred tax assets and liabilities represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes.  Significant components of our deferred tax assets and liabilities are as follows:

   
March 31,
 
(in thousands)
 
2008
   
2009
 
             
Accruals and other reserves
  $ 12,249     $ 9,887  
Deferred state tax
    422       233  
Deferred foreign tax
    685       254  
Net operating loss carryover
    3,293       3,118  
Stock compensation
    6,314       8,714  
Other deferred tax assets
    3,325       3,654  
Valuation allowance
    (1,088 )     (123 )
Total deferred tax assets
    25,200       25,737  
                 
Deferred gains on sales of properties
    (2,160 )     (2,096 )
Purchased intangibles
    (36,871 )     (10,024 )
Unremitted earnings of certain subsidiaries
    (3,064 )     (3,064 )
Fixed asset depreciation
    (1,358 )     (3,949 )
Other deferred tax liabilities
    (557 )     (2,203 )
Total deferred tax liabilities
    (44,010 )     (21,336 )
                 
Net deferred tax asset (liabilities)
  $ (18,810 )   $ 4,401  
 
The Company evaluates its deferred tax assets including a determination of whether a valuation allowance is necessary based upon its ability to utilize the assets using a more likely than not analysis.  Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income.  The Company has a long established earnings history with taxable income in its carryback years and forecasted future earnings.  The Company has concluded that except for the specific items discussed below, no valuation allowance is required.

As of March 31, 2009, the Company has state tax credit carryforwards of $1.4 million with no expiration provisions.

The Company established a valuation allowance of $1.1 million during fiscal 2008 related to the temporary decline in fair market value of its ARS under SFAS No. 115.  The valuation allowance was recorded to Accumulated other comprehensive income (loss).  During fiscal 2009, the decline in fair value of the ARS was treated as an other-than-temporary loss and the valuation allowance of $1.1 million was reversed. The loss was mostly offset by the value of the Rights offer from UBS the Company accepted during fiscal 2009.  A valuation allowance has been established for the tax effect of the $0.1 million net loss from the decline in value of the ARS offset by the Rights.  The Company has also established a $0.1 million valuation allowance in relation to the operating losses of one of its foreign subsidiaries where there is an insufficient history of earnings to support realization of the deferred tax asset.
 

 
On April 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“FIN 48”).  Under FIN 48, the impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more-likely-than-not to be sustained. An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained.  There were no material adjustments as a result of the adoption of FIN 48.  At the adoption date, the Company had $12.4 million of unrecognized tax benefits.  As of March 31, 2008 and March 31, 2009, respectively, the Company had $12.4 million and $11.1 million of unrecognized tax benefits all of which would favorably impact the effective tax rate in future periods if recognized .
 
A reconciliation of the change in the amount of gross unrecognized income tax benefits for the periods is as follows:

   
March 31,
 
(in thousands)
 
2008
   
2009
 
Balance at beginning of period
  $ 12,456     $ 12,436  
Increase (decrease) of unrecognized tax benefits related to prior years
    396       (155 )
Increase of unrecognized tax benefits related to the current year
    2,977       2,205  
Decrease of unrecognized tax benefits related to settlements
    (3,156 )     -  
Reductions to unrecognized tax benefits related to lapse of applicable statute of limitations
    (237 )     (3,396 )
Balance at end of period
  $ 12,436     $ 11,090  

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  The interest related to unrecognized tax benefits as of March 31, 2009 is approximately $1.6 million, compared to $1.7 million as of March 31, 2008.  No penalties have been accrued.

Although the timing and outcome of income tax audits is highly uncertain, it is possible that certain unrecognized tax benefits related to various jurisdictions may be reduced as a result of the lapse of the applicable statute of limitations by the end of fiscal 2010.  The Company cannot reasonably estimate the reductions at this time. Any such reduction could be impacted by other changes in unrecognized tax benefits.

The Company and its subsidiaries are subject to taxation in various foreign and state jurisdictions as well as in the U.S.  The Company’s U.S. federal and state income tax returns are generally not subject to examination by the tax authorities for tax years before 2006 and 2005, respectively.   Foreign income tax matters for material tax jurisdictions have been concluded through tax years before 2003, except for the United Kingdom, Germany and France which have been concluded through fiscal 2006.

15.
COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE
 
The following table sets forth the computation of basic and diluted earnings (loss) per share :
 
(in thousands, except earnings per share)
 
Fiscal Year Ended March 31,
 
   
2007
   
2008
   
2009
 
                   
Net income (loss)
  $ 50,143     $ 68,395     $ (64,899 )
                         
Weighted average shares-basic
    47,361       48,232       48,589  
Dilutive effect of employee equity incentive plans
    659       858       -  
Weighted average shares-diluted
    48,020       49,090       48,589  
                         
Earnings (loss) per share-basic
  $ 1.06     $ 1.42     $ (1.34 )
                         
Earnings (loss) per share-diluted
  $ 1.04     $ 1.39     $ (1.34 )
                         
Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive
    5,931       5,791       7,521  
 

 
For the year ended March 31, 2009, the Company incurred a net loss and the inclusion of stock options in the shares used for computing diluted earnings per share would have been anti-dilutive and would have reduced the net loss per share.  Accordingly, all potentially dilutive common shares attributable to employee equity incentive plans have been excluded from the shares used to calculate diluted earnings per share for this fiscal year .
 
16.
SEGMENTS AND ENTERPRISE-WIDE DISCLOSURES
 
The Company evaluates its operating segments in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” (“SFAS No. 131”).  Plantronics’ President and Chief Executive Officer is considered the Company’s chief operating decision maker (“CODM”) pursuant to SFAS No. 131. The CODM allocates resources to and assesses the performance of each operating segment using several metrics including information about segment revenues, gross profit, operating income (loss) before interest and other income (expense), net and income tax expense (benefit), and certain product line information.  Plantronics has two reportable operating segments, ACG and AEG.  ACG represents the original Plantronics business as operated prior to the acquisition of Altec Lansing in the second quarter of fiscal 2006, except as described below.  AEG represents the Altec Lansing business since the date of acquisition on August 18, 2005, and certain research, development, and engineering initiatives, which commenced at the beginning of the first quarter of fiscal 2006.
 
The results of the reportable segments are derived directly from our internal management reporting system.  The accounting policies of each operating segment results are substantially the same as those used by the consolidated Company.

Financial data for each reportable segment for the fiscal years ended March 31, 2007, 2008 and 2009 is as follows:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Net revenues
                 
                   
Audio Communications Group
  $ 676,514     $ 747,935     $ 674,590  
Audio Entertainment Group
    123,640       108,351       91,029  
Consolidated net revenues
  $ 800,154     $ 856,286     $ 765,619  
                         
Gross profit
                       
                         
Audio Communications Group
  $ 295,480     $ 344,072     $ 291,931  
Audio Entertainment Group
    13,335       5,033       4,097  
Consolidated gross profit
  $ 308,815     $ 349,105     $ 296,028  
                         
Operating income (loss)
                       
                         
Audio Communications Group
  $ 84,677     $ 115,166     $ 61,461  
Audio Entertainment Group
    (27,228 )     (35,783 )     (142,633 )
Consolidated operating income (loss)
  $ 57,449     $ 79,383     $ (81,172 )
 
 
In the second quarter of fiscal 2008, the Company transitioned the responsibility and management of the Altec Lansing branded PC headsets from the AEG segment to the ACG segment, and as a result, effective July 1, 2007, the revenue and resulting gross profit from all PC headsets is now included in the ACG reporting segment within the Gaming and Computer Audio category.  Because AEG has not historically tracked costs and expenses by product line below material cost, prior period segment financial data has not been restated as it is impracticable to determine product line information down to the gross margin or operating income level for periods prior to the second quarter of fiscal 2008.  Net revenues and gross profit for ACG and AEG for the fiscal years ended March 31, 2008 and March 31, 2009 under the old basis of segment reporting would have been:  

   
Fiscal Year Ended   March 31,
 
(in thousands)
 
 2008
   
2009
 
             
Net revenues
           
             
Audio Communications Group
  $ 742,155     $ 667,023  
Audio Entertainment Group
    114,131       98,596  
Consolidated net revenues
  $ 856,286     $ 765,619  
                 
Gross profit
               
                 
Audio Communications Group
  $ 341,999     $ 289,948  
Audio Entertainment Group
    7,106       6,080  
Consolidated gross profit
  $ 349,105     $ 296,028  
 
Audio Communications Group

ACG designs, manufactures, markets and sells headsets for business and consumer applications, and other specialty products for the hearing impaired.  With respect to headsets, it makes products for use in offices and contact centers, with mobile and cordless phones, and with computers and gaming consoles.  Major product categories include “Office and Contact Center”, which includes corded and cordless communication headsets, audio processors and telephone systems; “Mobile”, which includes Bluetooth and corded products for mobile phone applications; “Gaming and Computer Audio”, which includes PC and gaming headsets; and “Clarity”, which includes specialty products marketed for hearing impaired individuals.  The following table presents Net revenues by product group within ACG:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Net revenues from unaffiliated customers:
                 
Office and contact center
  $ 475,323     $ 519,958     $ 429,669  
Mobile
    146,859       171,880       187,419  
Gaming and computer audio
    30,162       33,612       34,052  
Clarity
    24,170       22,485       23,450  
Total segment net revenues
  $ 676,514     $ 747,935     $ 674,590  
 

 
Audio Entertainment Group

AEG is engaged in the design, manufacture, sales and marketing of audio solutions and related technologies.  Major product categories include “Docking  Audio”, which includes all speakers, whether USB, AC or battery-powered, that work with portable digital players such as iPod and other MP3 players and “PC Audio”, which includes self-powered speaker systems used for computers and other multi-media application systems.  “Other” includes headphones and home audio systems.  Currently, all the revenues in AEG are derived from sales of Altec Lansing products.  The following table presents Net revenues by product group within AEG:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Net revenues from unaffiliated customers:
                 
Docking Audio
  $ 61,068     $ 55,399     $ 46,204  
PC Audio
    52,496       45,828       38,884  
Other
    10,076       7,124       5,941  
Total segment net revenues
  $ 123,640     $ 108,351     $ 91,029  
 
Major Customers
 
No customer accounted for 10% or more of total net revenues for fiscal years 2007, 2008 and 2009, nor did any one customer account for 10% or more of accounts receivable at March 31, 2008 or March 31, 2009.
 
Geographic Information
 
For purposes of geographic reporting, revenues are attributed to the geographic location of the sales organization.  The following table presents net revenues by geographic area:
 
   
Fiscal Year Ended March 31,
 
(in thousands)
 
2007
   
2008
   
2009
 
                   
Net sales from unaffiliated customers:
                 
United States
  $ 490,551     $ 521,148     $ 472,239  
                         
Europe, Middle East and Africa
    195,090       214,621       185,023  
Asia Pacific
    59,927       62,742       56,160  
Americas, excluding United States
    54,586       57,775       52,197  
Total International net revenues
    309,603       335,138       293,380  
Total Consolidated net revenues
  $ 800,154     $ 856,286     $ 765,619  

The following table presents long-lived assets by geographic area:

   
Fiscal Year Ended March 31,
 
(in thousands)
 
2008
   
2009
 
             
United States
  $ 215,172     $ 100,173  
China
    23,191       21,130  
Mexico
    11,321       8,785  
Other countries
    9,528       6,211  
    $ 259,212     $ 136,299  


SUPPLEMENTARY QUARTERLY FINANCIAL DATA
(Unaudited)

 
                         
 
Quarter Ended
 
   
June 30,
   
September 30,
   
December 31,
   
March 31,
 
   
2007
   
2007
     
2007 1
      2008 1,2  
 
(in thousands, except income per share)
 
                             
Net revenues
  $ 206,495     $ 208,224     $ 232,824     $ 208,743  
Gross profit
  $ 83,546     $ 84,456     $ 93,757     $ 87,346  
Net income
  $ 14,975     $ 16,522     $ 19,108     $ 17,790  
Basic net income per common share 7
  $ 0.31     $ 0.34     $ 0.39     $ 0.37  
Diluted net income per common share 7
  $ 0.31     $ 0.34     $ 0.39     $ 0.36  
Cash dividends declared per common share
  $ 0.05     $ 0.05     $ 0.05     $ 0.05  
                                 
 
Quarter Ended
 
   
June 30,
   
September 30,
   
December 31,
   
March 31,
 
      2008 1,3       2008 1       2008 4,5       2009 5,6  
 
(in thousands, except income (loss) per share)
 
                                 
Net revenues
  $ 219,164     $ 216,856     $ 182,836     $ 146,763  
Gross profit
  $ 90,879     $ 93,773     $ 60,865     $ 50,511  
Net income (loss)
  $ 20,494     $ 17,648     $ (92,009 )   $ (11,032 )
Basic net income (loss) per common share 7
  $ 0.42     $ 0.36     $ (1.90 )   $ (0.23 )
Diluted net income (loss) per common share 7
  $ 0.42     $ 0.36     $ (1.90 )   $ (0.23 )
Cash dividends declared per common share
  $ 0.05     $ 0.05     $ 0.05     $ 0.05  
                                 

Each of the Company’s fiscal years ends on the Saturday closest to the last day of March.  The Company’s current and prior fiscal years consist of 52 weeks and each fiscal quarter consists of 13 weeks.  Our interim fiscal quarters for the first, second, third and fourth quarter of fiscal 2008 ended on June 30, 2007, September 29, 2007, December 29, 2007 and March 29, 2008, respectively, and our interim fiscal quarters for the first, second, third and fourth quarter of fiscal 2009 ended on June 28, 2008, September 27, 2008, December 27, 2008 and March 28, 2009, respectively. For purposes of presentation, the Company has indicated its accounting year ended on March 31 and our interim quarterly periods as ending on the applicable month end.
 

1
In November 2007, the Company announced plans to close AEG’s manufacturing facility in Dongguan, China, to shut down a related Hong Kong research and development, sales and procurement office and to consolidate procurement, research and development activities for AEG in the Shenzhen, China site.  As a result of these activities, $2.9 million and $0.7 million in restructuring and other related charges was recorded in the third and fourth quarters of fiscal 2008, respectively .   In addition, in fiscal 2009, $0.2 million and $(0.1) million in restructuring and other related charges was recorded in the first and second quarters, respectively.

2
In the fourth quarter of fiscal 2008, the Company recorded adjustments to foreign currency gains and losses recognized in prior periods, a correction of depreciation expense and income tax expense related to prior periods, and a reversal of an allowance for customer discounts recorded in a prior period.  The impact of these adjustments on fourth quarter net income and earnings per share was a decrease of $1.9 million and a decrease of $0.04, respectively.  The Company and its Audit Committee believe that such amounts are not material to the current and previously reported financial statements.

97

 
3
In the first quarter of fiscal 2009, the Company announced a reduction in force in AEG’s operations in Milford, Pennsylvania as part the strategic initiative to reduce costs.  As a result of these activities, $0.2 million in restructuring and other related charges was recorded in the first quarter of fiscal 2009.

4
In the third quarter of fiscal 2009, the Company recorded non-cash impairment charges in the amount of $117.5 million which consisted of $54.7 million related to the goodwill arising from the purchase of Altec Lansing in August 2005, $58.7 million related to intangible assets primarily associated with the Altec Lansing trademark and trade name and $4.1 million related to property, plant and equipment related to the AEG segment.

5
In the third quarter of fiscal 2009, the Company announced a reduction in force in AEG’s operation in Luxemburg and Shenzhen, china and ACG’s operations in China, Mexico and various other worldwide locations.  As a result of these activities, $1.0 million and $7.8 million in restructuring and other related charges was recorded in the third and fourth quarters of fiscal 2009, respectively.

6
In March 2009, the Company announced a restructuring plan to close its ACG Suzhou, China manufacturing operations in fiscal 2010 in order to outsource manufacturing of its Bluetooth products to an existing supplier in China.  As a result of these activities, $3.0 million in restructuring and other related charges was recorded in the fourth quarter of fiscal 2009.

7
Basic and diluted earnings per share are computed independently for each of the quarters presented.  Therefore, the sum of the quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCO UNTI NG AND FINANCIAL DISCLOSURE
 
There have been no disagreements with accountants on any matter of accounting principles and practices or financial disclosure.
 
ITEM 9A.  CONTROLS AND PRO CED URES
 
Evaluation of disclosure controls and procedures
 
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to Plantronics’ management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management.  Our disclosure controls and procedures include components of our internal control over financial reporting.  Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
 
Management’s Report on Internal Control Over Financial Reporting  

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).  Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on this evaluation, our management has concluded that, our internal control over financial reporting was effective as of March 31, 2009,  The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an audit report on the our internal control over financial reporting which appears on page 60 of this Form 10-K.  
 
Changes in internal control over financial reporting
 
 
There has been no change in our internal control over financial reporting during the fourth quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
ITEM 9B.  OTHER I NFOR MATION
 
None.


PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OF FICE RS AND CORPORATE GOVERNANCE
 
The information regarding the identification and business experience of our directors under the captions "Nominees" and “Business Experience of Directors” under the main caption "Proposal One – Election of Directors" in our definitive 2009 Proxy Statement for the annual meeting of stockholders to be held on July 29, 2009 (“2009 Proxy Statement”), expected to be filed with the Securities and Exchange Commission on or about June 12, 2009 is incorporated in this Item 10 by reference.  For information regarding the identification and business experience of our executive officers, see "Employees" at the end of Item 1 in Part I of this Annual Report on Form 10-K. Information regarding the standing audit committee and names of the financial expert(s) in the audit committee, under the caption "Corporate Governance” subhead “Audit Committee"  in our 2009 Proxy Statement is incorporated into this Item 10 by reference. Information concerning filing requirements applicable to our executive officers and directors under the caption "Section 16(a) Beneficial Ownership Reporting Compliance” in our 2009 Proxy Statement is incorporated into this Item 10 by reference.
 
Code of Ethics
 
Plantronics has adopted a Worldwide Code of Business Conduct and Ethics (the “Code”), which applies to all Plantronics’ employees, including directors and officers.  The Code is posted on the Plantronics’ corporate website under the Corporate Governance section of Investor Relations portal ( www.plantronics.com ).  We intend to disclose future amendments to the Code, or any waivers of such provisions granted to executive officers and directors, on this web site within five business days following the date of such amendment or waiver.
 
Stockholders may request a free copy of the Code from our Investor Relations department as follows:
 
Plantronics, Inc.
345 Encinal Street
Santa Cruz, CA 95060
Attn: Investor Relations
(831) 426-5858
 
Corporate Governance Guidelines
 
Plantronics has adopted the Corporate Governance Guidelines, which are available on Plantronics' website under the Corporate Governance section of the Investor Relations portal ( www.plantronics.com ).  Stockholders may request a free copy of the Corporate Governance Guidelines from the address and phone numbers set forth above under “ Code of Ethics.”
 
ITEM 11. EXECUTIVE C OMP ENSATION
 
The information required under this item is included under the captions "Executive Compensation", "Compensation of Directors", “Report of Compensation Committee of the Board of Directors” and “Compensation Committee Interlocks and Insider Participation” in our 2009 Proxy Statement and is incorporated herein by reference.
 
ITEM 12. SECURITY OW NER SHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The information required by this item is included under the captions “Equity Compensation Plan Information” under the main caption “Proposal Three – Approval of an Amendment to the 2002 Employee Stock Purchase Plan”, and "Security Ownership of Principal Stockholders and Management" under the main caption "Additional Information" in our 2009 Proxy Statement and is incorporated into this Item 12 by this reference.


ITEM 13. CERTAIN RE LATIO NSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is included under the caption "Proposal One – Election of Directors” subhead “Director Independence" in the 2009 Proxy Statement and is incorporated into this Item 13 by this reference.
 
ITEM 14. PRINCIPAL ACCOUN TING FEES AND SERVICES
 
The information required by this item is included under the caption "Proposal Four" in our 2009 Proxy Statement and is incorporated in this Item 14 by this reference.


PART IV
 
 
ITEM 15. EXHIBITS AND FI NANC IAL STATEMENT SCHEDULES
 
(a)  The following documents are filed as part of this Annual Report on Form 10-K:
 
(1)
Financial Statements.   The following consolidated financial statements and supplementary information and Report of Independent Registered Public Accounting Firm are included in Part II of this Report.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
page
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
60
   
CONSOLIDATED BALANCE SHEETS
61
   
CONSOLIDATED STATEMENTS OF OPERATIONS
62
   
CONSOLIDATED STATEMENTS OF CASH FLOWS
63
   
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
64
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
65
 

(2)     Financial Statement Schedules.
 
PLANTRONICS, INC.
SCHEDULE II: VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
(in thousands)
         
Charged
             
   
Balance
   
to 
             
   
at
   
Expenses
         
Balance
 
   
Beginning
   
or Other
         
at End
 
   
of Year
   
Accounts
   
Deductions
   
of Year
 
                         
Allowance for doubtful accounts:
                       
Year ended March 31, 2007
  $ 5,366     $ 1,590     $ (1,878 )   $ 5,078  
Year ended March 31, 2008
    5,078       (232 )     (3,111 )     1,735  
Year ended March 31, 2009
    1,735       1,784       (535 )     2,984  
                                 
Warranty reserves:
                               
Year ended March 31, 2007
  $ 6,276     $ 15,946     $ (14,982 )   $ 7,240  
Year ended March 31, 2008
    7,240       22,095       (18,894 )     10,441  
Year ended March 31, 2009
    10,441       21,595       (19,612 )     12,424  
 
 
All other schedules have been omitted because the required information is not present or not present in the amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements or notes thereto.
 
3. Exhibits. See Item 15(b) below.
 
(b)  Exhibits
 
We have filed, or incorporated by reference into this Report, the exhibits listed on the accompanying Index to Exhibits immediately following the signature page of this Form 10-K.
 
(c) Financial Statement Schedules
 
See Items 8 and 15(a) (2) above.

103


SIGNA TURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
PLANTRONICS, INC.
May 26, 2009
   
  By:  /s/ Ken Kannappan
 
Ken Kannappan
 
Chief Executive Officer


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS:
 
That the undersigned officers and directors of Plantronics, Inc., a Delaware corporation, do hereby constitute and appoint Ken Kannappan and Barbara Scherer, or either of them, the lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature
Title
Date
     
/s/ Ken Kannappan
(Ken Kannappan)
President, Chief Executive Officer and Director (Principal Executive Officer)
May 26, 2009
     
/s/ Barbara Scherer
(Barbara Scherer)
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
May 26, 2009
     
/s/ Marv Tseu
(Marv Tseu)
Chairman of the Board and Director
May 26, 2009
     
/s/ Brian Dexheimer
( Brian Dexheimer )
Director
May 26, 2009
     
/s/ Gregg Hammann
(Gregg Hammann)
Director
May 26, 2009
     
/s/ John Hart
(John Hart)
Director
May 26, 2009
     
/s/ Marshall Mohr
(Marshall Mohr)
Director
May 26, 2009
     
/s/ Roger Wery
(Roger Wery)
Director
May 26, 2009



EXHIBITS INDEX
 
Exhibit Number
 
Description of Document
     
3.1.1
 
Amended and Restated By-Laws of the Registrant (incorporated herein by reference from Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K, filed on January 20, 2009).
     
3.2.1
 
2009 Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 20, 2009 (incorporated herein by reference from Exhibit 3(i) to the Registrant’s Current Report on Form 8-K, filed on January 20, 2009).
     
3.2.2
 
Certificate of Retirement and Elimination of Preferred Stock and Common Stock of the Registrant filed with the Secretary of State of Delaware on January 11, 1996 (incorporated herein by reference from Exhibit (3.3) of the Registrant’s Annual Report on Form 10-K, filed on September 27, 1996).
     
3.3
 
Registrant’s Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock filed with the Secretary of State of the State of Delaware on April 1, 2002 (incorporated herein by reference from Exhibit (3.6) to the Registrant’s Form 8-A, filed on March 29, 2002).
     
4.1
 
Preferred Stock Rights Agreement, dated as of March 13, 2002 between the Registrant and Equiserve Trust Company, N.A., including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively (incorporated herein by reference from Exhibit (4.1) to the Registrant’s Form 8-A, filed on March 29, 2002).
     
10.1*
 
Plantronics, Inc. Non-EMEA Quarterly Profit Sharing Plan (incorporated herein by reference from Exhibit (10.1) to the Registrant’s Report on Form 10-K, filed on June 1, 2001).
     
10.2*
 
Form of Indemnification Agreement between the Registrant and certain directors and executives. (incorporated herein by reference from Exhibit (10.2) to the Registrant’s Report on Form 10-K, filed on May 31, 2005).
     
10.3.1*
 
Regular and Supplemental Bonus Plan (incorporated herein by reference from Exhibit (10.4(a)) to the Registrant’s Report on Form 10-K, filed on June 1, 2001).
     
10.3.2*
 
Overachievement Bonus Plan (incorporated herein by reference from Exhibit (10.4(b)) to the Registrant’s Report on Form 10-K, filed on June 1, 2001).
     
10.3.3*
 
Executive Incentive Plan (incorporated herein by reference from Exhibit 10.1 to the Registrant’s Report on Form 8-K, filed on May 2, 2007.
     
10.3.4*
 
Executive Incentive Plan, dated May 8, 2009, as amended.
 
 
Exhibit Number
 
Description of Document
     
10.4.1
 
Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) (incorporated herein by reference from Exhibit (10.5.1) of the Registrant's Quarterly Report on Form 10-Q (File No. 001-12696), filed on June 1, 2004).
     
10.4.2
 
Lease Agreement dated May 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) (incorporated herein by reference from Exhibit (10.5.2) of the Registrant's Quarterly Report on Form 10-Q (File No. 001-12696), filed on August 6, 2004).
     
10.4.3
 
Lease Agreement dated October 2004 between Finsa Portafolios, S.A. DE C.V.and Plamex, S.A. de C.V., a subsidiary of the Registrant, for premises located in Tijuana, Mexico (translation from Spanish original) (incorporated herein by reference from Exhibit (10.5.4) of the Registrant's Quarterly Report on Form 10-Q (File No. 001-12696), filed on August 6, 2004).
     
10.5
 
Lease dated December 7, 1990 between Canyge Bicknell Limited and Plantronics Limited, a subsidiary of the Registrant, for premises located in Wootton Bassett, The United Kingdom (incorporated herein by reference from Exhibit (10.32) to the Registrant’s Registration Statement on Form S-1 (as amended), filed on October 20, 1993).
     
10.6*
 
Amended and Restated 2003 Stock Plan (incorporated herein by reference from the Registrant's Definitive Proxy Statement on Form 14-A, filed on May 26, 2004).
     
10.7*
 
1993 Stock Option Plan (incorporated herein by reference from Exhibit (10.8) to the Registrant's Annual Report on Form 10-K, filed on June 21, 2002).
     
10.8.1*
 
1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.29) to the Registrant's Registration Statement on Form S-1 (as amended), filed on October 20, 1993).
     
10.8.2*
 
Amendment to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (4.4) to the Registrant's Registration Statement on Form S-8, filed on October 25, 1996).
     
10.8.3*
 
Amendment No. 2 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9(a)) to the Registrant's Report on Form 10-K, filed on June 1, 2001).
     
10.8.4 *
 
Amendment No. 3 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9(b)) to the Registrant's Report on Form 10-K, filed on June 1, 2001).
     
10.8.5*
 
Amendment No. 4 to the 1993 Director Stock Option Plan (incorporated herein by reference from Exhibit (10.9.5) to the Registrant's Annual Report on Form 10-K, filed on June 21, 2002).
     
10.9.1*
 
2002 Employee Stock Purchase Plan (incorporated herein by reference from the Registrant's Definitive Proxy Statement on Form 14A, filed on June 3, 2005).
 
 
Exhibit Number
 
Description of Document
     
10.9.2
 
Trust Agreement Establishing the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan Trust (incorporated herein by reference from Exhibit (4.3) to the Registrant's Registration Statement on Form S-8, filed on January 7, 1997).
     
10.9.3*
 
Plantronics, Inc. 401(k) Plan, effective as of April 2, 2000 (incorporated herein by reference from Exhibit (10.11) to the Registrant's Report on Form 10-K, filed on June 1, 2001).
     
10.10*
 
Resolutions of the Board of Directors of Plantronics, Inc. Concerning Executive Stock Purchase Plan (incorporated herein by reference from Exhibit (4.4) to the Registrant's Registration Statement on Form S-8 (as amended), filed on March 25, 1997).
     
10.11.1*
 
Plantronics, Inc. Basic Deferred Compensation Plan, as amended August 8, 1996 (incorporated herein by reference from Exhibit (4.5) to the Registrant's Registration Statement on Form S-8 (as amended) (File No. 333-19351), filed on March 25, 1997).
     
10.11.2
 
Trust Agreement Under the Plantronics, Inc. Basic Deferred Stock Compensation Plan (incorporated herein by reference from Exhibit (4.6) to the Registrant's Registration Statement on Form S-8 (as amended), filed on March 25, 1997).
     
10.11.3
 
Plantronics, Inc. Basic Deferred Compensation Plan Participant Election (incorporated herein by reference from Exhibit (4.7) to the Registrant's Registration Statement on Form S-8 (as amended), filed on March 25, 1997).
     
10.12.1*
 
Amended and Restated Employment Agreement dated on or about January 26, 2009 between Registrant and Ken Kannappan (incorporated herein by reference from Exhibit (10.2) to the Registrant's Current Report on Form 8-K, filed on January 30, 2009).
     
10.12.2*
 
Employment Agreement dated as of November 1996 between Registrant and Don Houston (incorporated herein by reference from Exhibit (10.14.2) to the Registrant's Annual Report on Form 10-K (File No. 001-12696), filed on June 2, 2003).
     
10.12.3*
 
Employment Agreement dated as of March 1997 between Registrant and Barbara Scherer (incorporated herein by reference from Exhibit (10.14.4) to the Registrant's Annual Report on Form 10-K, filed on June 2, 2003).
     
10.12.4*
 
Employment Agreement dated as of June 2003 between Registrant and Philip Vanhoutte (incorporated herein by reference from Exhibit (10.12.4) to the Registrant's Annual Report on Form 10-K, filed on May 31, 2005).
     
10.12.5*
 
Employment Agreement dated as of May 2001 between Registrant and Joyce Shimizu (incorporated herein by reference from Exhibit (10.14.5) to the Registrant's Annual Report on Form 10-K, filed on June 2, 2003).
     
10.12.6*
 
Form of Change of Control Severance Agreement, dated on or about January 26, 2009, between Registrant, Barbara Scherer, Don Houston and Rich Pickard (incorporated by reference from Exhibit (10.1) to the Registrant’s Current Report on Form 8-K, filed on January 30, 2009
     
10.13.1
 
Credit Agreement dated as of October 31, 2003 between Registrant and Wells Fargo Bank N.A.  (incorporated herein by reference from Exhibit (10.1) of the Registrant’s Quarterly Report on Form 10-Q, filed on November 7, 2003).
     
10.13.2
 
Credit Agreement Amendment No. 1 dated as of August, 1, 2004, between Registrant and Wells Fargo Bank N.A. (incorporated herein by reference from Exhibit (10.15.2) to the Registrant’s Quarterly Report on Form 10-Q, filed on November 5, 2004).
     
10.13.3
 
Credit Agreement Amendment No.2 dated as of July 11, 2005, between Registrant and Wells Fargo Bank National Association (incorporated herein by reference from Exhibit (10.15.1) to the Registrant's Form 8-K, filed on July 15, 2005).
 
 
Exhibit Number
 
Description of Document
     
10.13.4
 
Credit Agreement Amendment No.3 dated as of August 11, 2005, between Registrant and Wells Fargo Bank National Association (incorporated herein by reference from Exhibit (10.2) to the Registrant's Form 8-K, filed on November 23, 2005).
     
10.13.5
 
Credit Agreement Amendment No.4 dated as of November 17, 2005, between Registrant and Wells Fargo Bank National Association (incorporated herein by reference from Exhibit (10.1) to the Registrant’s Form 8-K, filed on November 23, 2005).
     
10.13.6
 
Standby Letter of Credit Agreement dated as of March 31, 2009 between Registrant, Plantronics BV and Wells Fargo Bank N.A.
     
10.14*
 
Restricted Stock Award Agreement dated as of October 12, 2004, between Registrant and certain of its executive officers (incorporated herein by reference from Exhibit (10.1) of the Registrant's Form 8-K, filed on October 14, 2004).
     
10.15**
 
Second Amended and Restated Development and Manufacturing Agreement dated March 20, 2009, between Plantronics, B.V., and GoerTek, Inc.
     
14
 
Worldwide Code of Business Conduct and Ethics (incorporated herein by reference from Exhibit (14) of the Registrant's Annual Report on Form 10-K, filed on May 31, 2005).
     
 
Subsidiaries of the Registrant
     
 
Consent of Independent Registered Public Accounting Firm
     
24
 
Power of Attorney – Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K.)
     
 
Certification of the President and CEO Pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
Certification of Senior VP, Finance and Administration, and CFO Pursuant to Rule 13a-14(a)/15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
*
 
Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.
**
 
Confidential treatment has been requested as to certain portions of this Exhibit.
 
 
108



Executive Incentive Plan
Administrative Guidelines

(Approved on 5/8/09)

The purpose of the Plantronics, Inc. Executive Incentive Plan (“EIP” or the “Plan”) is to focus Participants on achieving company-wide financial performance goals as well as product group, segment, or functional objectives and individual performance goals by providing the opportunity to receive quarterly and annual cash payments based on performance.

Administration

The EIP will be administered by the Compensation Committee of the Board of Directors for the CEO and certain of his direct reports and other selected participants (“Participants”). An Administrative Committee designated by the Compensation Committee will administer the EIP for all other employees in the plan.  The Administrative Committee will initially include the CEO and CFO of Plantronics.  The Administrative Committee is authorized to interpret the Plan and to adopt such rules and regulations as it may from time to time deem necessary for the effective operation of the Plan.  Any determination, interpretation, construction or other action made or taken pursuant to the provisions of the Plan by or on behalf of the Compensation Committee shall be final, conclusive and binding.  The Administrative Committee shall approve all matters concerning eligibility of other employees.  Amendment or termination of the Plan and all matters concerning eligibility of Participants shall require the approval of the Compensation Committee.

Participation

Participants for the EIP will be approved by the Compensation Committee. Participants shall be documented on Schedule A to this EIP.   Schedule A will be reviewed and edited as appropriate at least annually by the Compensation Committee. The Compensation Committee will select Plan Participants based on specific criteria, including: employees who can have a significant impact on business performance and shareholder value creation through their actions or decisions; employees with consistent outstanding performance and contributions to the Company; and reference to competitive market pay practices.  The Administrative Committee will notify those deemed Participants in the plan upon final determination of eligibility.  The Compensation Committee reserves the right to remove any Plan Participant from the Plan at any time.  Plan participation in one year does not guarantee participation in subsequent years.

Highlights and Overview of the Plan

The highlights of the Plan are as follows:

·  
Each Participant will be assigned a target award opportunity (as a % of base salary)
·  
A portion of this award opportunity (currently one-half) will be tied to achieving Annual Corporate Financial Performance and be paid annually
·  
The remaining portion of the award opportunity (currently one-half) will be tied to achieving Product Group/Segment or Functional Goals and the threshold annual operating income amount set forth on Appendix A.  Product Group/Segment or Functional Goals progress will be scored quarterly, but will not be earned unless (among other requirements in the Plan) the threshold annual operating income amount set forth on Appendix A is achieved.
·  
The actual award earned for each quarter will be determined as soon as practical after the end of each fiscal quarter and will range between zero and one times (0x – 1x) the opportunity for the portion of the plan tied to Product Group/Segment or Functional Goals
·  
The actual award earned for the annual portion will be determined as soon as practical after the end of each fiscal year and will range between zero and two times (0x – 2x) the opportunity for the portion of the plan tied to Annual Corporate Financial Performance, as follows (shown for FY 2008, subject to adjustment in future years):

Performance Factor
 
Weight
   
Payout Range
 
Payout Frequency
Annual Corporate Financial Performance
(Includes AEG and Clarity)
    50 %     0%-200 %
Annual
Product Group/Segment or Functional Goals and Threshold Annual Income
    50 %     0%-100 %
 
Annual

Specific Plan Mechanics

Opportunity levels
The Compensation Committee shall determine appropriate total target award opportunities for the CEO and Participants.  The Administrative Committee shall determine appropriate total target award opportunities for all other employees in the Plan.  Opportunity levels are determined individually for each Participant and are communicated to each Participant separately.

The total target award opportunity will be expressed as a percentage of Base Salary.  Base Salary will be calculated as a Participant’s regular wages earned during the fiscal year, before any deferrals (such as deferrals into the 401(k) plan).  The minimum payable will be zero based on significant underperformance across all measurement dimensions, and the maximum payable will be 1x for the portion tied to Quarterly Product Group/Segment or Functional Goals and 2x for the portion tied to Annual Corporate Financial Performance.

Performance Measures and Goals
Specific financial and operational performance measures shall be defined for each Participant.  The Compensation Committee will be responsible for approving performance objectives for the Annual Corporate Financial Performance portion of the plan for all Participants.  The objectives will be based on the Company’s strategic operating plan, prior year performance, and external market expectations for performance, among other factors which may be considered by the Compensation Committee, in its discretion.

The Administrative Committee shall determine appropriate performance objectives for Product Group/Segment or Functional Goals, including individual MBOs, for Participants in the Plan, with the Compensation Committee to approve the same for the CEO and Participants.  Examples of performance objectives that might be included in this portion of the plan include:

·  
Operating Income
·  
Working capital efficiency metrics
·  
Market share
·  
Individual MBOs

All approvals for all performance measures and goals will be made within ninety (90) days after the beginning of the fiscal year.

See Appendix A for the current Annual Corporate Financial Performance objectives and the measures to be included for each Product Group/Segment or Functional Goals.  Specific performance targets for the Product Group/Segment or Functional Goals will be communicated to each individual separately.

Calculation of Awards
The Compensation Committee will determine quarterly and annual awards earned for the CEO, and annual awards for all other Participants. The Administrative Committee will determine the quarterly awards for all other Participants, and the Administrative Committee will determine awards earned for all other employees.  [After the Administrative Committee determines the Awards for all other employees, these awards will be submitted to the Compensation Committee for review, modification, rejection or approval.] Awards earned will be based on actual performance relative to pre-established performance goals.

Performance against Product Group/Segment or Functional Goals will be determined quarterly.  Up to ¼ the total annual opportunity for this portion (currently ½ of the total target award opportunity for each individual) may be earned each quarter Subject to (among other requirements set forth in the Plan) achievement of the threshold operating income amount set forth in Appendix A.

Performance against Annual Corporate Financial Performance objectives will be determined annually.  The Compensation Committee will establish minimum performance goals for each performance measure, which will earn 0.5x of the target award opportunity assigned to that measure, target performance goals, which will earn 1.0x of the target opportunity, and maximum goals, which will earn 2.0x the target award opportunity for that measure.  Performance below the minimum goal will result in zero payout for that measure.  Performance between discrete performance levels will be interpolated on a straight line basis.

To the extent that more than one measure is used for the Annual Corporate Financial Performance portion of the plan, each measure will be assigned a specific weight and the final performance calculation will be determined as a weighted-average of the payouts earned for each goal.  For example:

Measure
 
Weight
   
Payout Earned (Illustrative)
   
Weighted Payout
 
Non-GAAP Operating Income
    75 %     120 %     90 %
Asset Utilization
    25 %     80 %     20 %
Total Payout Earned
(as a % of target award value for this portion of the plan)
      110 %


Distribution of awards
Calculations, performance evaluations, and payouts will be determined as soon as practical after the close of each quarter, with payouts being made after the close of the fiscal year for which performance is measured and in no case will payouts occur more than 2 ½ months after the close of the fiscal year.

All awards will be distributed in cash or credited at the Participant’s direction to a deferral plan (such as a 401(k) plan), as allowable under the terms of such deferral plan, if any.


Other Administrative Guidelines

Acquisitions or Divestitures
The performance objectives established for the Company as a whole or for each Product Group or Segment may be adjusted upward or downward as appropriate to eliminate the effects of acquisitions and divestitures, to the extent that the impact of such acquisitions or divestitures were not included in setting the original goals at the beginning of the year.  The Compensation Committee will have discretion to make such adjustments as needed based on the circumstances of each case.  In general, the adjustment will work as follows:

·  
For an acquisition, the Compensation Committee will adjust the performance goals as needed to incorporate the impact of the full-year financial projections for the acquired Company, as presented in the base-case scenario presented to the Board of Directors upon approval of such acquisition.
·  
For a divestiture, the Compensation Committee will adjust the performance goals as needed to eliminate the impact of the full-year financial projections for the divested operations, as including in the business operating plan presented to the Board of Directors at time that the original goals were established at the beginning of the year.
·  
To the extent that an acquisition occurs late in the year, the Compensation Committee may choose to completely exclude the financial results for the remainder of the year for such operation for the purposes of determining the performance outcomes.
·  
To the extent that discrete financial impact of an acquisition or divestiture cannot be determined, the Compensation Committee may choose not to make any adjustments to goals or results for the year.

Impact of One-Time Results
The Compensation Committee may approve adjustments to the calculations of performance results to eliminate the impact of one-time items that may accrue to the benefit or detriment of Participants but which do not reflect underlying business performance.  This includes the one-time impact of items which may not be defined as “extraordinary items” from an accounting standpoint, such as the gain or loss on the sale of a business or other asset, an insurance settlement or legal settlement from prior periods, or impairment charges for assets or other accounts.   This is not intended to include adjustments for changes in business conditions such as an unexpected increase or decrease in input costs, or greater or lesser demand for the Company’s products.  It is also not intended to protect Participants from the impact of unexpected operational difficulties, such as a temporary plant closing.

Claw-Back Provisions for Restatements
The Compensation Committee maintains the right to require any Participant to repay to the Company any amounts earned under the Plan in the case of a material financial restatement of results for prior years.  It is not the Company’s policy to automatically require such repayments in the case of a restatement of results (except for select Officers as may be required under various laws and regulations).  However, the Compensation Committee will evaluate the facts and circumstances of each case and may require repayment from select individuals who received undue awards based on a material and intentional or negligent misrepresentation of financial results.


 
 

 

Forfeiture of awards
In general, a Participant must remain employed through the date payment is actually made to earn the bonus and  will forfeit any unpaid EIP award  or any EIP award not actually paid or credited to the Participant under a deferred compensation account upon termination of employment.  Forfeiture will not occur as a result of death or termination due to disability or retirement.  In any such event, a Participant’s remaining unpaid EIP award will be payable based on actual performance relative to objectives, pro-rated for the number of whole pay periods for the fiscal year that elapsed before the termination of the Participant’s employment and paid at the same time as bonuses are paid to other Participants.

Forfeiture will occur as a result of any other termination of employment without regard to the reason unless the Compensation Committee decides otherwise in their discretion in special circumstances for a Participant.

Absence of a Participant on approved leave will not be considered a termination of employment during the period of such leave.  However, Participants who incur a paid (other than vacation) or unpaid leave of absence during the fiscal year will not receive credit for EIP award purposes for the time representing the leave, and actual awards will be pro-rated for the number of whole pay periods for the fiscal year that occur before and/or after such leave.  Exceptions, if any, must be approved by the Compensation Committee for the CEO and Participants.

New Hire/Change of Responsibility
At its discretion, the Compensation Committee may apply the foregoing terms, including without limitation the performance objectives, to make EIP awards to persons such as new employees or those undergoing a change of responsibility during a fiscal year.

For new employees, target EIP award opportunity will be based on the Participant’s Base Salary, pro-rated based on the number of whole pay periods for the fiscal year during which the employee was a Participant.

If a Participant is employed in multiple positions during a fiscal year (i.e. change of responsibility) including changes which result in a change of opportunity levels, the Participant’s EIP award will be pro-rated as of the first whole pay period in which the event occurs, in accordance with actual time and performance results in each position and the opportunity levels associated with each position.

No Guarantee of Employment
The Plan shall not confer upon any Participant any right with respect to continuation of employment by the Company, nor shall it interfere in any way with the right of the Company to terminate any Participant’s employment at any time.

Withholding Taxes
The Company shall have the right to withhold from payments or otherwise or to cause the Participant (or the executor or administrator of his or her estate or his or her distributee) to make payment of any federal, state, local, or foreign taxes required to be withheld with respect to the distribution of any awards.

Amendment and Discontinuance of the Plan
The Compensation Committee, may amend, alter, suspend or discontinue the Plan, as it shall from time to time consider desirable, without any requirement to compensate Participants for any award opportunity not yet paid.  Participation in the plan does not confer any rights to payments to any employee or individual.

 
 

 


SCHEDULE A
EXECUTIVES ELIGIBLE FOR THE FY10 EIP


Name of Executive                                                                  Job Title
Ken Kannappan                                                   President and Chief Executive Officer
Barbara Scherer                                                    SVP – Finance and Administration and Chief Financial Officer
Don Houston                                                        SVP – Sales
Vicki Marion                                                         President & CEO, Audio Entertainment Group
Philip Vanhoutte                                                  Managing Director Europe, Middle East and Africa
Carsten Trads                                                       President, Clarity
Renee Niemi                                                          VP/General Manager, Mobile and Entertainment
Chuck Yort                                                            VP/General Manager, Business Solutions
Joyce Shimizu                                                       VP/General Manager, Home and Home Office
Mike Perkins                                                         VP, Product Development and Technology
Barry Margerum                                                   VP, Strategy and Business Development
Clay Hausmann                                                    VP, Corporate Marketing








STANDBY LETTER OF CREDIT AGREEMENT


To :   WELLS FARGO BANK, NATIONAL ASSOCIATION

Applicant hereby requests that you, Wells Fargo Bank, National Association ("Wells Fargo"), issue in your name one or more standby letters of credit pursuant to Applications for the issuance of such Credits and the terms and conditions of this Agreement.  Each Credit will be issued at Applicant's request and for its account, and, unless otherwise specifically provided in any Loan Document, at your option.  Applicant agrees that the terms and conditions in this Agreement shall apply to each Application and the Credit issued pursuant to each Application, and to transactions under each Application, each Credit and this Agreement.

SECTION 1. DEFINITIONS.   As used in this Agreement, the following terms shall have the meanings set forth after each term: " Agreement " means this Standby Letter of Credit Agreement as it may be revised or amended from time to time.   " Applicant " means collectively each person and/or entity signing this Agreement as Applicant.   " Application " means your printed form titled "Application For Standby Letter of Credit" or any other form acceptable to you on which Applicant applies for the issuance by you of a Credit and/or an application for amendment of a Credit or any combination of such applications, as the context may require.   " Beneficiary " means the person or entity named on an Application as the beneficiary or any transferee of such beneficiary.   " Collateral " means the Property, together with the proceeds of such Property, securing any or all of Applicant's obligations and liabilities at any time existing under or in connection with any L/C Document and/or any Loan Document. " Commission Fee " means the per annum fee applicable to a Credit, computed at the per annum fee rate specified by you or specified in any Loan Document, charged by you at the time or times specified by you on the amount of each Credit and on the amount of each increase in a Credit for the time period each Credit is outstanding.   " Credit " means an instrument or document titled "Irrevocable Standby Letter of Credit" or "Standby Letter of Credit", or any instrument or document whatever it is titled or whether or not it is titled functioning as a standby letter of credit, issued under or pursuant to an Application, and all renewals, extensions and amendments of such instrument or document.   " Demand " means any sight draft, electronic or telegraphic transmission or other written demand drawn or made, or purported to be drawn or made, under or in connection with any Credit.   " Document " means any instrument, statement, certificate or other document referred to in or related to any Credit or required by any Credit to be presented with any Demand.   " Dollars " means the lawful currency at any time for the payment of public or private debts in the United States of America.   " Event of Default " means any of the events set forth in Section 13 of this Agreement.   " Expiration Date " means the date any Credit expires.   " Guarantor " means any person or entity guaranteeing the payment and/or performance of any or all of Applicant's obligations under or in connection with any L/C Document and/or any Loan Document.   " Holding   Company " means any company or other entity directly or indirectly controlling you.   " L/C Document " means this Agreement, each Application, each Credit, and each Demand.   " Loan Document " means each and any promissory note, loan agreement, security agreement, pledge agreement, guarantee or other agreement or document executed in connection with, or relating to, any extension of credit under which any Credit is issued.   " Maximum Rate " means the maximum amount of interest (as defined by applicable laws), if any, permitted to be paid, taken, reserved, received, collected or charged under applicable laws, as the same may be amended or modified from time to time.   " Negotiation Fee " means the fee, computed at the negotiation fee rate specified by you or specified in any Loan Document, charged by you on the amount of each Demand paid by you or any other bank specified by you when each Demand is paid.   " Payment Office " means the office specified by you or specified in any Loan Document as the office where reimbursements and other payments under or in connection with any L/C Document are to be made by Applicant.   " Prime Rate " means the rate of interest most recently announced within Wells Fargo at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Wells Fargo'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 Wells Fargo may designate.   " Property " means all forms of property, whether tangible or intangible, real, personal or mixed.   " Rate of Exchange " means Wells Fargo's then current selling rate of exchange in San Francisco, California for sales of the currency of payment of any Demand, or of any fees or expenses or other amounts payable under this Agreement, for cable transfer to the country of which such currency is the legal tender.   " UCP " means the Uniform Customs and Practice for Documentary Credits, an International Chamber of Commerce publication, or any substitution therefor or replacement thereof.   " Unpaid and Undrawn Balance " means at any time the entire amount which has not been paid by you under all the Credits issued for Applicant's account, including, without limitation, the amount of each Demand on which you have not yet effected payment as well as the amount undrawn under all such Credits.  " Wells Fargo & Company " means Wells Fargo & Company, a Delaware corporation.

SECTION 2.   HONORING DEMANDS AND DOCUMENTS.   You may receive, accept and honor, as complying with the terms of any Credit, any Demand and any Documents accompanying such Demand; provided, however, that such Demand and accompanying Documents appear on their face to comply substantially with the provisions of such Credit and are, or appear on their face to be, signed or issued by (a) a person or entity authorized under such Credit to draw, sign or issue such Demand and accompanying Documents, or (b) an administrator, executor, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other legal representative or successor in interest by operation of law of any such person or entity.

SECTION 3. REIMBURSEMENT FOR PAYMENT OF DEMANDS.   Applicant shall reimburse you for all amounts paid by you on each Demand, including, without limitation, all such amounts paid by you to any paying, negotiating or other bank.  If in connection with the issuance of any Credit, you agree to pay any other bank the amount of any payment or negotiation made by such other bank under such Credit upon your receipt of a cable, telex or other written telecommunication advising you of such payment or negotiation, or authorize any other bank to debit your account for the amount of such payment or negotiation, Applicant agrees to reimburse you for all such amounts paid by you, or debited to your account with such other bank, even if any Demand or Document specified in such Credit fails to arrive in whole or in part or if, upon the arrival of any such Demand or Document, the terms of such Credit have not been complied with or such Demand or Document does not conform to the requirements of such Credit or is not otherwise in order.

SECTION 4. FEES AND EXPENSES.   Applicant agrees to pay to you (a) all Commission Fees, Negotiation Fees, cable fees, amendment fees, non-usance fees, and cancellation fees of, and all out-of-pocket expenses incurred by, you under or in connection with any L/C Document, and (b) all fees and charges of banks or other entities other than you under or in connection with any L/C Document if any Application (i) does not indicate who will pay such fees and charges, (ii) indicates that such fees and charges are to be paid by Applicant, or (iii) indicates that such fees and charges are to be paid by the Beneficiary and the Beneficiary does not, for any reason whatsoever, pay such fees or charges.  There shall be no refund of any portion of any Commission Fee in the event any Credit is used, reduced, amended, modified or terminated before its Expiration Date.

SECTION 5. DEFAULT INTEREST.   Unless otherwise specified in any Loan Document , or on an Application and agreed to by you, all amounts to be reimbursed by Applicant to you, and all fees and expenses to be paid by Applicant to you, and all other amounts due from Applicant to you under or in connection with any L/C Documents, will bear interest (to the extent permitted by law), payable on demand, from the date you paid the amounts to be reimbursed or the date such fees, expenses and other amounts were due until such amounts are paid in full, at a rate per annum (computed on the basis of a 360-day year, actual days elapsed) which is the lesser of (a) four percent (4%) above the Prime Rate in effect from time to time, or (b) the Maximum Rate.

SECTION 6. TIME AND METHOD OF REIMBURSEMENT AND PAYMENT.   Unless otherwise specified in this Section, in any Loan Document, or on an Application and agreed to by you, all amounts to be reimbursed by Applicant to you, all fees and expenses to be paid by Applicant to you, and all interest and other amounts due to you from Applicant under or in connection with any L/C Documents will be reimbursed or paid at the Payment Office in Dollars in immediately available funds without setoff or counterclaim (i) on demand or, (ii) at your option by your debiting any of Applicant's accounts with you, with each such debit being made without presentment, protest, demand for reimbursement or payment, notice of dishonor or any other notice whatsoever, all of which are hereby expressly waived by Applicant.  Each such debit will be made at the time each Demand is paid by you or, if earlier, at the time each amount is paid by you to any paying, negotiating or other bank, or at the time each fee and expense is to be paid or any interest or other amount is due under or in connection with any L/C Documents.  If any Demand or any fee, expense, interest or other amount payable under or in connection with any L/C Documents is payable in a currency other than Dollars, Applicant agrees to reimburse you for all amounts paid by you on such Demand, and/or to pay you all such fees, expenses, interest and other amounts, in one of the three following ways, as determined by you in your sole discretion in each case: (a) at such place as you shall direct, in such other currency; or (b) at the Payment Office in the Dollar equivalent of the amount of such other currency calculated at the Rate of Exchange on the date determined by you in your sole discretion; or (c) at the Payment Office in the Dollar equivalent, as determined by you (which determination shall be deemed correct absent manifest error), of such fees, expenses, interest or other amounts or of the actual cost to you of paying such Demand.  Applicant assumes all political, economic and other risks of disruptions or interruptions in any currency exchange.

SECTION 7. AGREEMENTS OF APPLICANT.   Applicant agrees that (a) unless otherwise specifically provided in any Loan Document, you shall not be obligated at any time to issue any Credit for Applicant's account; (b) unless otherwise specifically provided in any Loan Document, if any Credit is issued by you for Applicant's account, you shall not be obligated to issue any further Credit for Applicant's account or to make other extensions of credit to Applicant or in any other manner to extend any financial consideration to Applicant; (c) you have not given Applicant any legal or other advice with regard to any L/C Document or Loan Document; (d) if you at any time discuss with Applicant the wording for any Credit, any such discussion will not constitute legal or other advice by you or any representation or warranty by you that any wording or Credit will satisfy Applicant's needs; (e) Applicant is responsible for the wording of each Credit, including, without limitation, any drawing conditions, and will not rely on you in any way in connection with the wording of any Credit or the structuring of any transaction related to any Credit; (f) Applicant, and not you, is responsible for entering into the contracts relating to the Credits between Applicant and the Beneficiaries and for causing Credits to be issued; (g) you may, as you deem appropriate, modify or alter and use in any Credit the terminology contained on the Application for such Credit; (h) unless the Application for a Credit specifies whether the Documents to be presented with a Demand under such Credit must be sent to you in one parcel or in two parcels or may be sent to you in any number of parcels, you may, if you so desire, make such determination and specify in the Credit whether such Documents must be sent in one parcel or two parcels or may be sent in any number of parcels; (i) you shall not be deemed Applicant's agent or the agent of any Beneficiary or any other user of any Credit, and neither Applicant, nor any Beneficiary nor any other user of any Credit shall be deemed your agent; (j) Applicant will promptly examine all Documents and each Credit if and when they are delivered to Applicant and, in the event of any claim of noncompliance of any Documents or any Credit with Applicant's instructions or any Application, or in the event of any other irregularity, Applicant will promptly notify you in writing of such noncompliance or irregularity, Applicant being conclusively deemed to have waived any such claim of noncompliance or irregularity unless such notice is promptly given; (k) all directions and correspondence relating to any L/C Document are to be sent at Applicant's risk; (l) if any Credit has a provision concerning the automatic extension of its Expiration Date, you may, at your sole option, give notice of nonrenewal of such Credit and if Applicant does not at any time want such Credit to be renewed Applicant will so notify you at least fifteen (15) calendar days before you are to notify the Beneficiary of such Credit or any advising bank of such nonrenewal pursuant to the terms of such Credit; (m) Applicant will not seek to obtain, apply for, or acquiesce in any temporary or permanent restraining order, preliminary or permanent injunction, permanent injunction or any other pretrial or permanent injunctive or similar relief, restraining, prohibiting or enjoining you, any of your correspondents or any advising, confirming, negotiating, paying or other bank from paying or negotiating any Demand or honoring any other obligation under or in connection with any Credit; and (n) except for Applicant's obligations specifically affected by those actions or failures to act referred to in subsections (ii) and (vii) of this Section 7(n) which you have performed or approved or accepted, Applicant's obligations under or in connection with each L/C Document and Loan Document shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of each such L/C Document and Loan Document under all circumstances whatsoever, including, without limitation, the following circumstances, the circumstances listed in Section 12(b) through (u) of this Agreement, and any other event or circumstance similar to such circumstances: (i) any lack of validity or enforceability of any L/C Document, any Loan Document, any Document or any agreement relating to any of the foregoing; (ii) any amendment of or waiver relating to, or any consent to or departure from, any L/C Document, any Loan Document or any Document; (iii) any release or substitution at any time of any Property held as Collateral; (iv) your failure to deliver to Applicant any Document you have received with a drawing under a Credit because doing so would, or is likely to, violate any law, rule or regulation of any government authority; (v) the existence of any claim, set-off, defense or other right which Applicant may have at any time against you or any Beneficiary (or any person or entity for whom any Beneficiary may be acting) or any other person or entity, whether under or in connection with any L/C Document, any Loan Document, any Document or any Property referred to in or related to any of the foregoing or under or in connection with any unrelated transaction; (vi) any breach of contract or other dispute between or among any two or more of you, Applicant, any Beneficiary, any transferee of any Beneficiary, any person or entity for whom any Beneficiary or any transferee of any Beneficiary may be acting, or any other person or entity; or (vii) any delay, extension of time, renewal, compromise or other indulgence granted or agreed to by you with or without notice to Applicant, or Applicant's approval, in respect of any of Applicant's indebtedness or other obligations to you under or in connection with any L/C Document or any Loan Document.

SECTION 8.   COMPLIANCE WITH LAWS AND REGULATIONS.   Applicant represents and warrants to you that no Application, Credit or transaction under any Application and/or Credit will contravene any law or regulation of the government of the United States or any state thereof.  Applicant agrees (a) to comply with all federal, state and foreign exchange regulations and other government laws and regulations now or hereafter applicable to any L/C Document, to any payments under or in connection with any L/C Document, to each transaction under or in connection with any L/C Document, or to the import, export, shipping or financing of the Property referred to in or shipped under or in connection with any Credit, and (b) to reimburse you for such amounts as you may be required to expend as a result of such laws or regulations, or any change therein  or in the interpretation thereof by any court or administrative or government authority charged with the administration of such laws or regulations.

SECTION 9. TAXES, RESERVES AND CAPITAL ADEQUACY REQUIREMENTS.   In addition to, and notwithstanding any other provision of any L/C Document or any Loan Document, in the event that any law, treaty, rule, regulation, guideline, request, order, directive or determination (whether or not having the force of law) of or from any government authority, including, without limitation, any court, central bank or government regulatory authority, or any change therein or in the interpretation or application thereof, (a) does or shall subject you to any tax of any kind whatsoever with respect to the L/C Documents, or change the basis of taxation of payments to you of any amount payable thereunder (except for changes in the rate of tax on your net income); (b) does or shall impose, modify or hold applicable any reserve, special deposit, assessment, compulsory loan, Federal Deposit Insurance Corporation insurance or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances or loans by, other credit extended by or any other acquisition of funds by, any of your offices; (c) does or shall impose, modify or hold applicable any capital adequacy requirements (whether or not having the force of law); or (d) does or shall impose on you any other condition; and the result of any of the foregoing is (i) to increase the cost to you of issuing or maintaining any Credit or of performing any transaction under any L/C Document, (ii) to reduce any amount receivable by you under any L/C Document, or (iii) to reduce the rate of return on your capital or the capital of the Holding Company to a level below that which you or the Holding Company could have achieved but for any imposition, modification or application of any capital adequacy requirement (taking into consideration your policy and the policy of the Holding Company, as the case may be, with respect to capital adequacy), and any such increase or reduction is material (as determined by you or the Holding Company, as the case may be, in your or the Holding Company's sole discretion); then, in any such case, Applicant agrees to pay to you or the Holding Company, as the case may be, such amount or amounts as may be necessary to compensate you or the Holding Company for (A) any such additional cost, (B) any reduction in the amount received by you under any L/C Document, or (C) to the extent allocable (as determined by you or the Holding Company, as the case may be, in your or the Holding Company's sole discretion) to any L/C Document, any reduction in the rate of return on your capital or the capital of the Holding Company.

SECTION 10.   COLLATERAL.   In addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant's obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant grants to you a security interest in and to the following Collateral, whether or not any such Collateral is in your possession or control or the possession or control of your agents or correspondents or in transit to, or set apart for, you or your agents or correspondents, until such time as all Applicant's obligations and liabilities to you at any time existing under or in connection with each L/C Document and each Loan Document have been fully paid and discharged, all as security for such obligations and liabilities, (a) all Applicant's  property, claims, demands, right, title and interest in and to the balance of each of Applicant's deposit accounts with you now or at any time hereafter existing, and all evidences of such deposit accounts, (b) all Property belonging to Applicant or in which it may have an interest, now or at any time hereafter delivered, conveyed, transferred, assigned, pledged or paid to you or your agents or correspondents in any manner whatsoever, whether as security or for safekeeping or otherwise, including, without limitation, any items received for collection or transmission, and the proceeds of such items, whether or not such Property is in whole or in part released to Applicant on trust or bailee receipt or otherwise, and (c) where Applicant is more than one person or entity, all right, title and interest of each of Applicants in and to all the Property which any of Applicants may now or hereafter obtain as security for the obligations of any one or more of Applicants to one or more of the others of Applicants arising under or in connection with the transaction to which any Credit relates.  Further, in addition to, and not in substitution for, any Property delivered, conveyed, transferred or assigned to you under any Loan Document as security for any or all of Applicant's obligations and liabilities to you at any time existing under or in connection with any L/C Document or any Loan Document, Applicant agrees to deliver, convey, transfer and assign to you on demand, as security, Property of a value and character satisfactory to you, (i) if you at any time feel insecure about Applicant's ability or willingness to repay any amounts which you have paid or may pay in the future on any Demand or in honoring any other of your obligations under or in connection with any Credit, or (ii) without limiting the generality of the foregoing, if any temporary or permanent restraining order, preliminary or permanent injunction, or any other pretrial or permanent injunctive or similar relief is obtained restraining, prohibiting or enjoining you, any of your correspondents, or any advising, confirming, negotiating, paying or other bank from paying or negotiating any Demand or honoring any other obligation under or in connection with any Credit.  Applicant agrees that the receipt by you or any of your agents or correspondents at any time of any kind of security, including, without limitation, cash, shall not be deemed a waiver of any of your rights or powers under this Agreement.  Applicant agrees to sign and deliver to you on demand, all such deeds of trust, security agreements, financing statements and other documents as you shall at any time request which are necessary or desirable (in your sole opinion) to grant to you an effective and perfected security interest in and to any or all of the Collateral.  Applicant agrees to pay all filing and recording fees related to the perfection of any security interest granted to you in accordance with this Section.  Applicant hereby agrees that any or all of the Collateral may be held and disposed of as provided in this Agreement by you.  Upon any transfer, sale, delivery, surrender or endorsement of any Document or Property which is or was part of the Collateral, Applicant will indemnify and hold you and your agents and correspondents harmless from and against each and every claim, demand, action or suit which may arise against you or any of your agents or correspondents by reason of such transfer, sale, delivery, surrender or endorsement.

SECTION 11. INDEMNIFICATION.  Except to the extent any of the following are caused by your lack of good faith, gross negligence, willful misconduct, failure to honor any Demand presented under any Credit when such Demand and its accompanying Documents appear on their face to comply strictly with the terms of such Credit, or honor of any Demand under a Credit when such Demand and its accompanying Documents do not appear on their face to comply substantially with the terms of such Credit, Applicant agrees, notwithstanding any other provision of this Agreement, to reimburse and indemnify you for (a) all amounts paid by you to any Beneficiary under or in connection with any guarantee or similar undertaking issued by such Beneficiary to a third party at Applicant's request, whether such request is communicated directly by Applicant or through you to such Beneficiary; and (b) all damages, losses, liabilities, actions, claims, suits, penalties, judgments, obligations, costs or expenses, of any kind whatsoever and howsoever caused, including, without limitation, attorneys' fees and interest, paid, suffered or incurred by, or imposed upon, you directly or indirectly arising out of or in connection with (i) any L/C Document, any Loan Document, any Document or any Property referred to in or related to any Credit; (ii) Applicant's failure to comply with any of its obligations under this Agreement; (iii) the issuance of any Credit; (iv) the transfer of any Credit; (v) any guarantee or similar undertaking, or any transactions thereunder, issued by any Beneficiary to a third party at Applicant's request, whether such request is communicated directly by Applicant or through you to such Beneficiary; (vi) any communication made by you, on Applicant's instructions, to any Beneficiary requesting that such Beneficiary issue a guarantee or similar undertaking to a third party or the issuance of any such guarantee or similar undertaking; (vii) the collection of any amounts Applicant owes to you under or in connection with any L/C Document or any Loan Document; (viii) the foreclosure against, or other enforcement of, any Collateral; (ix) the protection, exercise or enforcement of your rights and remedies under or in connection with any L/C Document or any Loan Document; (x) any court decrees or orders, including, without limitation, temporary or permanent restraining orders, preliminary or permanent injunctions, or any other pretrial or permanent injunctive or similar relief, restraining, prohibiting or enjoining or seeking to restrain, prohibit or enjoin you, any of your correspondents or any advising, confirming, negotiating, paying or other bank from paying or negotiating any Demand or honoring any other obligation under or in connection with any Credit; or (xi) any Credit being governed by laws or rules other than the UCP in effect on the date such Credit is issued.  The indemnity provided in this Section will survive the termination of this Agreement and the expiration or cancellation of any or all the Credits.  Without limiting any provision of this Agreement, it is the express intention of the parties to this Agreement that the indemnity contained in this Section shall apply to each person to be indemnified without regard to the sole or contributory negligence of such person.

SECTION 12.   LIMITATION OF LIABILITY.    Notwithstanding any other provision of this Agreement, neither you nor any of your agents or correspondents will have any liability to Applicant for any action, neglect or omission under or in connection with any L/C Document, Loan Document or Credit, including, without limitation, the issuance or any amendment of any Credit, the failure to issue or amend any Credit, or the honoring or dishonoring of any Demand under any Credit, and such action or neglect or omission will bind Applicant, except to the extent any such action or neglect or omission is caused by, or arises from, your lack of good faith, gross negligence, willful misconduct, failure to honor any Demand presented under any Credit when such Demand and its accompanying Documents appear on their face to comply strictly with the terms of such Credit, or honor of any Demand under a Credit when such Demand and its accompanying Documents do not appear on their face to comply substantially with the terms of such Credit.  Notwithstanding any other provision of any L/C Document, but without in any way affecting, except as specifically provided in this sentence, your obligation under this Agreement to honor any Demand presented under any Credit when such Demand and its accompanying Documents appear on their face to comply strictly with the terms of such Credit and to dishonor any Demand under a Credit when such Demand and its accompanying Documents do not appear on their face to comply substantially with the terms of such Credit, in no event shall you or your officers or directors be liable or responsible for the following, regardless of whether any claim is based on contract or tort:  (a) any special, consequential, indirect or incidental damages, including, without limitation, lost profits, arising out of or in connection with the issuance of any Credit or any action taken or not taken by you in connection with any L/C Document, any Loan Document, or any Document or Property referred to in or related to any Credit; (b) the honoring of any Demand in accordance with any order or directive of any court or government or regulatory body or entity requiring such honor despite any temporary restraining order, restraining order, preliminary injunction, permanent injunction or any type of pretrial or permanent injunctive relief or any similar relief, however named, restraining, prohibiting or enjoining such honor; (c) the dishonoring of any Demand in accordance with any legal or other restriction in force at the time and in the place of presentment or payment; (d) verifying the existence or reasonableness of any act or condition referenced, or any statement made, in connection with any drawing or presentment under any Credit; (e) the use which may be made of any Credit; (f) the validity of any purported transfer of any Credit or the identity of any purported transferee of any Beneficiary; (g) any acts or omissions of any Beneficiary or any other user of any Credit; (h) the form, validity, sufficiency, correctness, genuineness or legal effect of any Demand or any Document, or of any signatures or endorsements on any Demand or Document, even if any Demand or any Document should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (i) payment by you of any Demand when the Demand and any accompanying Documents appear on their face to comply substantially with the terms of the Credit to which they relate or dishonor by you of any Demand when the Demand and any accompanying Documents do not strictly comply on their face with the terms of the Credit to which they relate; (j) the failure of any Demand or Document to bear any reference or adequate reference to the Credit to which it relates; (k) the failure of any Document to accompany any Demand; (l) the failure of any person or entity to note the amount of any Demand on the Credit to which it relates or on any Document; (m) the failure of any person or entity to surrender or take up any Credit; (n) the failure of any Beneficiary to comply with the terms of any Credit or to meet the obligations of such Beneficiary to Applicant; (o) the failure of any person or entity to send or forward Documents if and as required by the terms of any Credit; (p) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, cable, telegraph, wireless or otherwise, whether or not they are in cipher; (q) any notice of nonrenewal of a Credit sent by you not being received on time or at any time by the Beneficiary of such Credit; (r) any inaccuracies in the translation of any messages, directions or correspondence; (s) any Beneficiary's use of the proceeds of any Demand; (t) any Beneficiary's failure to repay to you or Applicant the proceeds of any Demand if the terms of any Credit require such repayment; or (u) any act, error, neglect, default, negligence, gross negligence, omission, willful misconduct, lack of good faith, insolvency or failure in business of any of your agents or correspondents or of any advising, confirming, negotiating, paying or other bank.  Except to the extent caused by, or arising from, your lack of good faith, gross negligence, willful misconduct, failure to honor any Demand presented under any Credit when such Demand and its accompanying Documents appear on their face to comply strictly with the terms of such Credit, or honor of any Demand under a Credit when such Demand and its accompanying Documents do not appear on their face to comply substantially with the terms of such Credit, the occurrence of any one or more of the contingencies referred to in the preceding sentence shall not affect, impair or prevent the vesting of your rights or powers under this Agreement or any Loan Document or Applicant's obligation to make reimbursement or payment to you under this Agreement or any Loan Document.  The provisions of this Section will survive the termination of this Agreement and any Loan Documents and the expiration or cancellation of any or all the Credits.

SECTION 13.   EVENTS OF DEFAULT.   Each of the following shall constitute an Event of Default under this Agreement: (a) Applicant's or any Guarantor's failure to pay any principal, interest, fee or other amount when due under or in connection with any L/C Document or any Loan Document; (b) Applicant's failure to deliver to you Property of a value and character satisfactory to you at any time you have demanded security from Applicant pursuant to Section 10 of this Agreement; (c) the occurrence and continuance of any default or defined event of default under any Loan Document or any other agreement, document or instrument signed or made by Applicant or any Guarantor in your favor; (d) Applicant's or any Guarantor's failure to perform or observe any term, covenant or agreement contained in this Agreement or any Loan Document (other than those referred to in subsections (a), (b) and (c) of this Section), or the breach of any other obligation owed by Applicant or any Guarantor to you, and any such failure or breach shall be impossible to remedy or shall remain unremedied for thirty (30) calendar days after such failure or breach occurs; (e) any representation, warranty or certification made or furnished by Applicant or any Guarantor under or in connection with any L/C Document, any Loan Document or any Collateral, or as an inducement to you to enter into any L/C Document or Loan Document or to accept any Collateral, shall be materially false, incorrect or incomplete when made; (f) any material provision of this Agreement or any Loan Document shall at any time for any reason cease to be valid and binding on Applicant or any Guarantor or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by Applicant, any Guarantor or any government agency or authority, or Applicant or any Guarantor shall deny that it has any or further liability or obligation under this Agreement or any Loan Document; (g) Applicant's or any Guarantor's failure to pay or perform when due any indebtedness or other obligation Applicant or such Guarantor has to any person or entity other than you if such failure gives the payee of such indebtedness or the beneficiary of the performance of such obligation the right to accelerate the time of payment of such indebtedness or the performance of such obligation; (h) any guarantee of, or any security covering, any of Applicant's indebtedness to you arising under or in connection with any L/C Document or any Loan Document fails to be in full force and effect at any time; (i) any material adverse change in Applicant's or any Guarantor's financial condition; (j) Applicant or any Guarantor suspends the transaction of its usual business or is expelled or suspended from any exchange; (k) Applicant or any Guarantor dies or is incapacitated; (l) Applicant or any Guarantor dissolves or liquidates; (m) Applicant or any Guarantor is not generally paying its debts as they become due; (n) Applicant or any Guarantor becomes insolvent, however such insolvency may be evidenced, or Applicant or any Guarantor makes any general assignment for the benefit of creditors; (o) a petition is filed by or against Applicant or any Guarantor seeking Applicant's or such Guarantor's liquidation or reorganization under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or a similar action is brought by or against Applicant or any Guarantor under any federal, state or foreign law; (p) a proceeding is instituted by or against Applicant or any Guarantor for any relief under any bankruptcy, insolvency or other law relating to the relief of debtors, reorganization, readjustment or extension of indebtedness or composition with creditors; (q) a custodian or a receiver is appointed for, or a writ or order of attachment, execution or garnishment is issued, levied or made against, any of Applicant's or any Guarantor's Property or assets; (r) an application is made by any of Applicant's or any Guarantor's judgment creditors for an order directing you to pay over money or to deliver other of Applicant's or such Guarantor's Property; or (s) any government authority or any court takes possession of any substantial part of Applicant's or any Guarantor's Property or assets or assumes control over Applicant's or any Guarantor's affairs.

SECTION 14.   REMEDIES.   Upon the occurrence and continuance of any Event of Default all amounts paid by you on any Demand which have not previously been repaid to you, together with all interest on such amounts, and the Unpaid and Undrawn Balance, if any, shall automatically be owing by Applicant to you and shall be due and payable by Applicant on demand without presentment or any other notice of any kind, including, without limitation, notice of nonperformance, notice of protest, protest, notice of dishonor, notice of intention to accelerate, or notice of acceleration, all of which are expressly waived by Applicant.  Upon payment of the Unpaid and Undrawn Balance to you Applicant shall have no further legal or equitable interest therein, and you will not be required to segregate on your books or records the Unpaid and Undrawn Balance paid by Applicant.  After you receive the Unpaid and Undrawn Balance, you agree to pay to Applicant, upon termination of all of your liability under all the Credits and Demands, a sum equal to the amount which has not been drawn under all the Credits less all amounts due and owing to you from Applicant under or in connection with the L/C Documents and the Loan Documents.  Further, upon the occurrence and continuance of any Event of Default, you may sell immediately, without demand for payment, advertisement or notice to Applicant, all of which are hereby expressly waived, any and all Collateral, received or to be received, at private sale or public auction or at brokers' board or upon any exchange or otherwise, at your option, in such parcel or parcels, at such times and places, for such prices and upon such terms and conditions as you may deem proper, and you may apply the net proceeds of each sale, together with any sums due from you to Applicant, to the payment of any and all obligations and liabilities due from Applicant to you under or in connection with the L/C Documents and the Loan Documents, all without prejudice to your rights against Applicant with respect to any and all such obligations and liabilities which may be or remain unpaid.  If any such sale be at brokers' board or at public auction or upon any exchange, you may yourself be a purchaser at such sale free from any right of redemption, which Applicant hereby expressly waive and release.  All your rights and remedies existing under the L/C Documents and the Loan Documents are in addition to, and not exclusive of, any rights or remedies otherwise available to you under applicable law.  In addition to any rights now or hereafter granted under applicable law, and not by way of limitation of any such rights, upon the occurrence and continuance of any Event of Default, Applicant hereby authorizes you at any time or from time to time, without notice to Applicant or to any other person (any such notice being hereby expressly waived by Applicant) and to the extent permitted by law, to appropriate and to apply any and all Applicant's deposits (general or special, including, without limitation, indebtedness evidenced by certificates of deposit) with you or elsewhere, whether matured or unmatured, and any other indebtedness at any time held or owing by you to or for Applicant's credit or its account, against and on account of Applicant's obligations and liabilities to you under or in connection with any of the L/C Documents or the Loan Documents, irrespective of whether or not you shall have made any demand for payment of any or all such obligations and liabilities or declared any or all such obligations and liabilities to be due and payable, and although any or all such obligations and liabilities shall be contingent or unmatured.

SECTION 15.   GENERAL WAIVERS.   No delay, extension of time, renewal, compromise or other indulgence which may occur or be granted by you under any L/C Document or any Loan Document shall impair your rights or powers under this Agreement or any Application.  You shall not be deemed to have waived any of your rights under this Agreement or any Application unless such waiver is in writing signed by your authorized representative.  No such waiver, unless expressly provided therein, shall be effective as to any transactions which occur subsequent to the date of such waiver or as to the continuance of any Event of Default after such waiver.

SECTION 16.   AMENDMENTS AND MODIFICATIONS TO THIS AGREEMENT AND THE CREDITS.   No amendment or modification of this Agreement shall be effective unless it is in writing signed by Applicant's and your authorized representative(s).  At Applicant's verbal or written request, or with Applicant's verbal or written consent, and without extinguishing or otherwise affecting Applicant's obligations under this Agreement or any Loan Document, you may with respect to any Credit, in writing or by any other action, but you will not be obligated to, (a) increase the amount of such Credit, (b) extend the time for, and amend or modify the terms and conditions governing, the making and honoring of any Demand or Document or any other terms and conditions of such Credit, or (c) waive the failure of any Demand or Document to comply with the terms of such Credit, and any Collateral pledged or granted to you in connection with such Credit will secure Applicant's obligations to you with respect to such Credit as amended, modified or waived.  No amendment to, or modification of, the terms of any Credit will become effective if the Beneficiary of such Credit or any confirming bank objects to such amendment or modification.  If any Credit is amended or modified in accordance with this Section, Applicant shall be bound by, and obligated under, the provisions of this Agreement with respect to such Credit as so amended or modified, and any action taken by you or any advising, confirming, negotiating, paying or other bank in accordance with such amendment or modification.

SECTION 17.    SUCCESSORS AND ASSIGNS .  The terms and conditions of this Agreement and each Application shall bind Applicant's heirs, executors, administrators, successors and assigns, and all rights, benefits and privileges conferred on you under or in connection with each L/C Document and each Loan Document shall be and hereby are extended to, conferred upon and may be enforced by your successors and assigns.  Applicant will not assign this Agreement or Applicant's obligations or liabilities to you under or in connection with any L/C Document or Loan Document to any person or entity without your prior written approval.

SECTION 18.   GOVERNING LAW.   This Agreement and each Application, and Applicant's and your performance under this Agreement and each Application, shall be governed by and be construed in accordance with the laws of the State of California.  Unless you otherwise specifically agree in writing, each Credit, the opening of each Credit, the performance by you under each Credit, and the performance by the Beneficiary and any advising, confirming, negotiating, paying or other bank under each Credit, shall be governed by and be construed in accordance with the UCP in force on the date of the issuance of each Credit.

SECTION 19.   JURISDICTION AND SERVICE OF PROCESS.   Any suit, action or proceeding against Applicant under or with respect to any L/C Document may, at your sole option, be brought in (a) the courts of the State of California, (b) the United States District Courts in California, (c) the courts of Applicant's jurisdiction of incorporation or principal office, or (d) the courts of the jurisdiction where any Beneficiary, any advising, confirming, negotiating, paying or other bank, or any other person or entity has brought any suit, action or proceeding against you with respect to any Credit or any Demand, and Applicant hereby submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment and waives any other preferential jurisdiction by reason of domicile.  Applicant will accept joinder in any suit, action or proceeding brought in any court or jurisdiction against you by any Beneficiary, any advising, confirming, negotiating, paying or other bank or any other person or entity with respect to any Credit or any Demand.  Applicant irrevocably waives any objection, including, without limitation, any objection of the laying of venue or any objection based on the grounds of forum non conveniens, which Applicant may now or hereafter have to the bringing of any such action or proceeding.  Applicant further waives any right to transfer or change the venue of any suit, action or proceeding brought against Applicant by you under or in connection with any L/C Document.  Applicant irrevocably consents to the service of process in any action or proceeding in any court by the mailing of copies thereof by registered or certified mail, postage prepaid, to Applicant at its address specified next to its signature on this Agreement or at such other address as Applicant shall have notified to you in writing, such service to be effective ten (10) days after such mailing.

SECTION 20.   GOVERNING LAW AND DISPUTES RESOLVED AS PROVIDED IN THE LOAN DOCUMENTS.   Notwithstanding any provision to the contrary in this Agreement, if any Credit governed by this Agreement is issued under or pursuant to any Loan Document, the law governing such Loan Document will also govern this Agreement and each Application and Applicant's and your performance under this Agreement and each Application, and all disputes arising between Applicant and you under or in connection with any L/C Document will be resolved as provided in such Loan Document, unless any such dispute is brought by, or involves, the Beneficiary of such Credit, or any advising, confirming, negotiating, paying, accepting or other bank, or any other person or entity other than Applicant, and results in legal action different from the form of action provided in such Loan Document.  If pursuant to this Section Texas law governs this Agreement, the special Texas provisions at the end of this Agreement will apply.

SECTION 21.   MULTIPLE APPLICANTS AND WAIVERS.   If this Agreement is signed by more than one person and/or entity as an Applicant, this Agreement and the Applications of each such person and/or entity shall be the joint and several agreement of all such persons and/or entities and all references to "Applicant" or "Applicant's" in this Agreement and the Applications shall refer to all such persons and/or entities jointly and severally.  Whether this Agreement is signed by one Applicant or more than one Applicant, you shall have no obligation to disclose to any Applicant any information or material about any other Applicant or any other person which you acquire in any manner.  Each Applicant waives any right to require you to proceed against any other Applicant or any other person, or marshal assets or proceed against or exhaust any security held from any other Applicant or any other person.  Each Applicant waives any defense to its liability in connection with any Credit or this Agreement based upon or arising by reason of (a) any defense of any other Applicant or any other person; (b) the cessation or limitation from any cause whatsoever, other than payment in full of such Applicant’s obligations under this Agreement, of the liability of any other Applicant or of any other person in connection with any Credit or this Agreement; (c) any act or omission by you which directly or indirectly results in or aids the release or discharge of any other Applicant or any other person by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies you may have against any other Applicant or any other person, including, without limitation, the release by you of any Guarantor or other person obligated in connection with any Credit or this Agreement; (d) the release of any security for any indebtedness owed to you in connection with any Credit or this Agreement; (e) the application of payments received by you from any other Applicant or any other person obligated in connection with any Credit or this Agreement to indebtedness of such other Applicant or other person to you other than indebtedness in connection with any Credit or this Agreement, and (f) any modification of the obligations or liabilities of any other Applicant or any other person in connection with any Credit or this Agreement.  Each Applicant waives all rights and defenses it may have arising out of (A) any election of remedies by you, even though that election of remedies destroys such Applicant’s rights of subrogation or its rights to proceed against any other Applicant or any other person for reimbursement, or (B) any loss of rights such Applicant may suffer by reason of any rights, powers or remedies of any other Applicant or other person in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any such other Applicant's or other person’s indebtedness in connection with any Credit or this Agreement, whether by operation of law or otherwise.  Until all indebtedness of each Applicant to you arising under or in connection with this Agreement or any Credit shall have been paid in full, each Applicant waives any right of subrogation and any right to enforce any remedy which you now have or may hereafter have against any other Applicant or any other person, and waives any benefit of, or any right to participate in, any security now or hereafter held by you.  If any waiver in this Agreement is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law.

SECTION 22.   SEVERABILITY.   Any provision of any L/C Document which is prohibited or unenforceable in any jurisdiction shall be, only as to such jurisdiction, ineffective to the extent of such prohibition or unenforceability, but all the remaining provisions of such L/C Document and all the other L/C Documents shall remain valid.

SECTION 23.   HEADINGS.   The headings used in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement.

SECTION 24.   COMPLETE AGREEMENT.   The entire agreement with respect to each Credit   will consist of this Agreement and the Application for such Credit, together with any written document or instrument signed by Applicant and you, or signed by Applicant and approved by you, which specifically references such Credit, the Application for such Credit, or this Agreement.  Except as specifically provided in this Agreement, in any Application or in any written document or instrument referred to in the preceding sentence, no statements or representations not contained in this Agreement, such Application or such written document or instrument shall have any force or effect on this Agreement, such Application or such written document or instrument.

UNLESS ANY CREDIT GOVERNED BY THIS AGREEMENT IS ISSUED UNDER OR PURSUANT TO A LOAN DOCUMENT WHICH DOES NOT HAVE TEXAS GOVERNING LAW, IF THE APPLICANT’S ADDRESS BELOW IS IN TEXAS, OR IF THE APPLICANT’S HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN TEXAS, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

Section Texas 1.   GOVERNING LAW.   This Agreement and each Application, and Applicant's and your performance under this Agreement and each Application, shall be governed by and be construed in accordance with the laws of the State of Texas.

Section Texas 2.   JURISDICTION AND SERVICE OF PROCESS.   Any suit, action or proceeding against Applicant under or with respect to any L/C Document may, at your sole option, be brought in (a) the courts of the State of Texas, (b) the United States District Courts in Texas, (c) the courts of Applicant's jurisdiction of incorporation or principal office, or (d) the courts of the jurisdiction where any Beneficiary, any advising, confirming, negotiating, paying or other bank, or any other person or entity has brought any suit, action or proceeding against you with respect to any Credit or any Demand, and Applicant hereby submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment and waives any other preferential jurisdiction by reason of domicile.  The remaining provisions of Section 19 of this Agreement will apply.

Section Texas 3.   CERTAIN TRI-PARTY ACCOUNTS.   Applicant and you agree that Chapter 346 of the Texas Finance Code (which regulates certain revolving credit accounts and revolving tri-party accounts) shall not apply to any revolving loan accounts created under, or maintained in connection with, this Agreement, any other L/C Document, or any Loan Document.

Section Texas 4.   BUSINESS PURPOSE.   Applicant represents and warrants that all its obligations and liabilities evidenced by the L/C Documents and the Loan Documents are for a business, commercial, investment, agricultural or other similar purpose and not primarily for a personal, family or household purpose.

Section Texas 5.   COMPLIANCE WITH USURY LAWS.   It is Applicant's and your intention to comply strictly with applicable usury laws.  Accordingly, notwithstanding any provision to the contrary in any L/C Document or in any Loan Document, in no event shall any L/C Document or any Loan Document require the payment or permit the payment, taking, reserving, receiving, collection or charging of any sums constituting interest under applicable laws that exceed the Maximum Rate permitted by such laws, as the same may be amended or modified from time to time.  If any such excess interest is called for, contracted for, charged, taken, reserved or received in connection with any L/C Document or any Loan Document or in any communication by you or any other person to Applicant or to any other person, or in the event that all or part of the principal or interest owing to you under any L/C Document or any Loan Document shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved or received on the amount of principal actually outstanding from time to time under any L/C Document or any Loan Document exceeds the Maximum Rate, then in such event it is agreed that (i) the provisions of this Section shall govern and control, (ii) neither Applicant nor any other person or entity now or hereafter liable for the payments under any L/C Document or any Loan Document shall be obligated to pay the amount of such interest to the extent it is in excess of the Maximum Rate, (iii) any such excess interest which is or has been received by you, notwithstanding this Section, shall be credited against the then unpaid principal balance owing under any L/C Document or any Loan Document, or if all amounts outstanding under any L/C Document or any Loan Document have been or would be paid in full by such credit, refunded to Applicant, and (iv) the provisions of the L/C Documents and the Loan Documents, and any other communication by you or any other person to Applicant shall immediately be deemed reformed and such excess interest reduced to the Maximum Rate without the necessity of executing any other document.  The right to accelerate the maturity of any amounts due under any L/C Document or any Loan Document does not include the right to accelerate, collect or charge unearned interest, but only such interest that has otherwise accrued as of the date of acceleration.  Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, taken, reserved or received in connection with any L/C Document or any Loan Document which are made for the purpose of determining whether such rate exceeds the Maximum Rate shall be made to the extent permitted by applicable laws by amortizing, prorating, allocating and spreading, during the period of the full term of such L/C Document or such Loan Document, including, without limitation, all prior and subsequent renewals and extensions of such L/C Document or such Loan Document, all interest at any time contracted for, charged, taken, reserved or received by you.  The terms of this Section shall be deemed to be incorporated into each L/C Document and each Loan Document .  To the extent that either Chapter 303 or 306, or both, of the Texas Finance Code apply in determining the Maximum Rate, you hereby elect to determine the applicable rate ceiling by using the weekly ceiling from time to time in effect, subject to your right subsequently to change such method in accordance with applicable law, as the same may be amended or modified from time to time.

Section Texas 6.   ALL THE L/C DOCUMENTS AND THE LOAN DOCUMENTS CONSTITUTE A WRITTEN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE L/C DOCUMENTS OR THE LOAN DOCUMENTS OR THE INDEBTEDNESS EVIDENCED BY THE L/C DOCUMENTS OR THE LOAN DOCUMENTS.

IF THE APPLICANT’S ADDRESS BELOW IS IN OREGON OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN OREGON, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

Section Oregon 1.   UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY A LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.

IF THE APPLICANT’S ADDRESS BELOW IS IN WASHINGTON OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN WASHINGTON, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

Section Washington 1.   ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

IF THE APPLICANT’S ADDRESS BELOW IS IN NEBRASKA OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN NEBRASKA, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

Section Nebraska 1.   ENFORCEABILITY OF WRITTEN TERMS ONLY.  A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT THE PARTIES FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.

IF THE APPLICANT’S ADDRESS BELOW IS IN IOWA OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN IOWA, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

Section Iowa 1.   IMPORTANT:  READ BEFORE SIGNING.  THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.  NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.  YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

Section Iowa 2.  By signing this Agreement, Applicant acknowledges receipt of a copy of this Agreement.

This Agreement is signed by Applicant's duly authorized representative or representatives on the date specified below.

PLANTRONICS, INC.
 
               /s/ Barbara V. Scherer
By:           Barbara V. Scherer
 
PLANTRONICS BV
 
               /s/ Barbara V. Scherer
By:          Barbara V. Scherer
Title:      SVP, Finance & Administration and CFO
 
DATE : March 31, 2009
345 Encinal Street
Santa Cruz, CA 95060
DATE : March 31, 2009
   






SECOND AMENDED AND RESTATED DEVELOPMENT AND MANUFACTURING AGREEMENT
 
Between
 
PLANTRONICS B.V.
 
and
 
GOERTEK, INC.
 
***   Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
 
 
This SECOND AMENDED AND RESTATED DEVELOPMENT MANUFACTURING AGREEMENT (this " Agreement ") is made and entered into as of March 20, 2009 (the “Effective Date”)  between:   PLANTRONICS B.V., a Netherlands corporation, with principal offices at Southpoint, Building C, Scorpius 140, 2132 LR  Hoofddorp, the Netherlands (" Plantronics ") and, for certain limited purposes as set forth herein  Plantronics Communications Technology (Suzhou) Co. Ltd. (“Plantronics PCH”), and   GoerTek, Inc. , a Chinese business entity , acting on behalf of itself and its Affiliates, with its principal place of business located at No. 268 Dong Fank Road; Hi Tech Industry Development District; Wei Fang, Shandong 266031 . (“ GoerTek ”).
 
RECITALS
 

 
A.       Plantronics has developed one or more custom and unique wireless communication products and intends to design in the future other custom and unique wireless communication products.
 
B.        Plantronics from time to time wishes to have GoerTek to develop one or more custom and unique wireless communication products solely for Plantronics.
 
C.        Plantronics intends to  cause Plantronics PCH to transfer to GoerTek certain “Production Equipment” (as defined below) located in China and the right to manufacture the “Transferred Products” (as defined below);
 
D.        GoerTek intends to acquire such Production Equipment and to manufacture Products (as defined below) for Plantronics pursuant to the provisions of this Agreement;
 
E.        GoerTek, in addition to its development and manufacturing obligations, is also willing to undertake the packaging obligations for the Products.
 
F.        Plantronics and its affiliated companies intend to purchase and GoerTek is willing to sell production quantities of the Products manufactured by GoerTek.
 
G.        On July 15, 2006, the parties signed the Development Manufacturing Agreement (the “Original Agreement”), and on November 21, 2007, the parties amended the Original Agreement by signing an Amended and Restated Development Manufacturing Agreement (the “First Amended and Restated Agreement”);
 
H.       On March 9, 2009, the parties signed a Term Sheet which set forth an agreement in principle under which the First Amended and Restated Agreement would be amended and restated through execution of this Agreement to reflect the terms, conditions and intent of the Term Sheet.
 
I.        The First Amended and Restated Agreement, as amended and restated by this Second Amended and Restated  Agreement, shall be deemed effective from March 20, 2009 and shall remain in effect until the expiration of the Initial Term (as defined in Article 16).
 
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
 
1.  
PURPOSES OF THE AGREEMENT
 
1.1.  
General Framework .   The purposes of this Agreement are:
 
(a)  
To ensure the timely development and certification of new Products by GoerTek for Plantronics.
 
(b)  
To provide for the transfer of the Production Equipment to GoerTek, the manufacture of the Transferred Products and to ensure the timely development of the manufacturing processes necessary for the manufacture of the Products.
 
(c)  
To define the agreement, development model, quality standards and specifications on the Products manufactured by GoerTek for Plantronics.
 
(d)  
To provide for the sale by GoerTek to Plantronics of Products manufactured by GoerTek for Plantronics.
 
(e)  
To define the rights and obligations of the parties in the intellectual property developed or transferred pursuant to this Agreement.
 
(f)  
In the event of a dispute between the parties as to their respective rights and obligations, to define the methods and procedures which will guide them as they work to resolve any and all such disputes.
 
1.2.   
Development and Manufacturing Models
 
JDM (Joint Development Manufacturing) model. Plantronics provides industrial design, product features, performance, price and /or other requirements to GoerTek for development of the Products.  This includes products developed by Plantronics for GoerTek to modify to create new Products for Plantronics.
 
 
ODM (Original Development Manufacturing) model. GoerTek initiates the development of Products for Plantronics and offers Plantronics the right  to select the Products for purchase.  Plantronics may provide to GoerTek requirements on industrial design, product features, performance, price and /or other requirements to finalize or develop Products for Plantronics.
 
 
Bulk Pack or Retail Pack. GoerTek shall develop packaging materials for the Products and package the Products according to the requirements of Plantronics.
 
 
2.   
DEFINITIONS
 
2.1.
Affiliate ” means any entity or association directly, or indirectly through one or more intermediaries, which controls or is controlled by, or is under common control with, with the person specified.
 
2.2.
Development Completion Date ” means the date upon which Plantronics accepts the Final Samples delivered by GoerTek as set forth in the applicable Development and/or Manufacturing Program.
 
2.3.
Development and Manufacturing Program   means the program for development and manufacturing of a Product.  Each Development Program will be  attached as one or more  Exhibits to this Agreement and will incorporate all relevant information pertaining to the relevant Product, which may include, without limitation:  Development Schedule, Product Specifications and Tooling Specifications, Purchase Terms, Long Lead Time Components, Plantronics Qualified Suppliers and Quality Requirements.
 
2.4.
Development Schedule   means the schedule for the development of a Product under the applicable Development and/or Manufacturing Program.
 
2.5.
Final Samples   means the finalized Product as set forth in the applicable Development and/or Manufacturing Program, to be delivered to and used by Plantronics, for qualification testing in accordance with the final Milestone of a Development Schedule.
 
2.6.
 “ Milestone   means each phase of the Development Schedule of a Development and/or Manufacturing Program.
 
2.7.
“Plantronics PCH” shall mean Plantronics Communications Technology (Suzhou) Co. Ltd.
 
2.8.
  “Plantronics Test Equipment” means electrical test equipment or fixtures that Plantronics may provide to GoerTek for electrical testing or trouble shooting of Products.
 
2.9.
  Production Equipment” shall mean any production equipment, production lines, research and development equipment, and factory tooling that GoerTek purchases from Plantronics  PCH under this Agreement.
 
2.10.
Products   mean any products or parts developed and/or manufactured by GoerTek in accordance with  this Agreement and the Schedules hereto which conform to the Specifications in the applicable Development and/or Manufacturing Program. The defined term “Products” shall include (i) the “Current Bluetooth Headsets” (as defined below);  (ii)  any new Bluetooth product development, including the Diamond product (collectively, “NPD”); and (iii) all related Bluetooth accessories and spares (collectively, the “Accessories”).  The Current Bluetooth Headsets are defined as the following products: Warhol (E230), Ruby (Discovery 925), Aruba (Voyager 520), Lego (E 390, E380), and Bora Bora (Voyager Pro).
 
2.11.
Purchase Order ” means an order for the purchase of Products.
 
2.12.
“ROHS” means Restriction of Hazardous Substance directives.
 
2.13.
Samples   means, with respect to a Product, the partially tested devices which are delivered to Plantronics, upon its request, prior to delivery of fully tested Final Samples.
 
2.14.
Specifications   means the form, fit and function descriptions and specifications for a Product described in the specifications document of the applicable Development and/or Manufacturing Program.
 
2.15.
Test Specifications   means the functional and parametric tests to be performed on a Product for the purpose of accepting or rejecting it as set forth in the applicable Development and/or Manufacturing Program.
 
2.16.
Transferred Products” shall collectively mean the Current Bluetooth Headsets, NPD and the Accessories.
 
  2.17.
 “Tooling” means the molds used for the manufacture of the component plastic parts of a Product that is customized for Plantronics or is transferred Production Equipment.
 
                       2.18.
“Web Supplier Program” means a web based tool used by Plantronics to enable its  suppliers to manage Plantronics’ inventory requirements.  The Web Supplier Program provides GoerTek with information on Plantronics’ inventory to enable GoerTek   to manage accordingly.
 
        2.19  “WEEE” means Waste Electrical and Electronics Equipment directives.
 
 
3.  
MANAGEMENT GROUP
 
3.1.   Supervision by Management Group . The parties shall supervise their performance under this Agreement through periodic management meetings.  The meetings will be conducted by a selected group of key management personnel from both parties (the “Management  Group”), the representatives of which shall be identified and their contact information shall be specified in Appendix B to this Agreement.
 
3.2   Dispute Resolution by Management Group .   Both parties acknowledge and agree that they must cooperate in order to ensure that the purposes of this Agreement are achieved. GoerTek and Plantronics shall cooperate fully with one another in connection with all matters related to their performance of this Agreement.  In the event of dispute between the parties, the Management Group shall diligently pursue resolution of such dispute on terms that are reasonably intended to achieve for both parties the purposes of Agreement.  If the parties are unable, despite reasonable efforts to resolve any dispute, the differences between the parties shall be resolved under the procedures set out in Section 24 .
 
 
4.  
COMPENSATION FOR DEVELOPMENT OF PRODUCT .   Plantronics shall pay to GoerTek the fixed sum, Non-Recurring Engineering (NRE) and Tooling Charge, in accordance with fees identified in the applicable Development and/or Manufacturing Program. For purposes of clarification, Plantronics shall not pay any compensation to GoerTek with regard to and development related to the Transferred Products., with the exception of the NPD products (excluding the Diamond Product)  GoerTek will not receive any other compensation for its development efforts under this Agreement unless specifically agreed otherwise in writing by Plantronics.
 
 
               5.    DESIGN AND MANUFACTURING CHANGES
 
      5.1   Design Changes Requested by Plantronics or GoerTek.   Either party may, at any time during the term of this Agreement, request necessary changes to the Specifications.  Either party may submit a request in writing to the other party for a change to the Specifications. GoerTek must provide to Plantronics detail of change requested, a detail cost impact analysis and an estimate of any schedule change resulting from a request to change the Specifications.
 
          5.2   Design Changes Affecting Development Schedule.   Plantronics must approve any changes in the Development Schedule or Plantronics’ purchase price for the Product. GoerTek must provide to Plantronics a detailed cost impact analysis and an estimate of any schedule change resulting from a request to change the Specifications.
 
          5.3   Changes in Manufacturing Process or Location.   GoerTek must not make any change to its manufacturing process or location (currently located at Weifang, China) without prior written approval from Plantronics. GoerTek shall notify Plantronics a minimum of 6 months in advance of any manufacturing process or location change to provide sufficient lead time for Plantronics to do qualification, including samples qualification on Products.
 

 
              6.
PURCHASE OF PRODUCTION EQUIPMENT
 
6.1  
Purchase of Production Equipment.     GoerTek shall have the right (but not the obligation) to purchase from Plantronics  PCH  any  Production Equipment that GoerTek  may reasonably need to fulfill this Agreement. The parties intend that GoerTek shall purchase all of the Production Equipment it may need from Plantronics PCH rather than obtaining or using such equipment from other sources. GoerTek shall purchase such Production Equipment at “Net Book Value” (as defined in Section 6.2 below).  For purposes of clarification, Plantronics PCH shall offer to transfer all of its factory tooling to GoerTek and GoerTek shall have the option to purchase any of such tooling at a price based upon Net Book Value.  With respect to any Plantronics tooling that is in the possession of its suppliers, Plantronics shall transfer any of such tooling that GoerTek may need but Plantronics shall continue to own such tooling. The transfer of all tooling shall be handled through the Transfer Plan.

6.2 
Net Book Value & Taxes.    The “Net Book Value” of the Production Equipment shall mean the net book value as recorded in Plantronics accounting records in United States Dollars  under United States GAAP as of February 28, 2009, less normal depreciation recorded under United States GAAP from the period February 28, 2009 to the purchase date plus any additions, if any, from the period February 28, 2009 through the date of purchase.  GoerTek shall exercise its right to purchase from Plantronics any Production Equipment by June 30, 2009.

For purposes of clarification, Plantronics and GoerTek shall reasonably negotiate the purchase price of the Production Equipment based upon the Net Book Value. GoerTek shall pay all taxes and duties (including VAT transfer taxes) associated with its purchase of the Production Equipment. For purposes of clarification, this will not include any taxes related to any tax credits that Plantronics may have received from the Chinese government in connection with the establishment of its Chinese facility or the original purchase of the Production Equipment.

6.3 
Payment of Logistics Costs.    GoerTek shall pay all of the logistics costs related to the transfer of the Production Equipment under the Transfer Plan as set forth on Exhibit E hereof. The parties shall mutually agree as to the costs that shall be set forth on Exhibit E. Plantronics shall use its best efforts to cause its suppliers to transfer the tooling and other required Production Equipment to GoerTek. For purposes of clarification, in the event Plantronics is unable to transfer any tooling necessary for the manufacture of the Transferred Products, GoerTek shall pay the costs of repeat tooling up to a maximum amount of $80,000.  The parties intend that the transfer of the Transferred Products shall be completed within four months after Plantronics directs  GoerTek to begin manufacturing production.

6.4 
Repurchase Option.   Upon the termination of this Agreement,  Plantronics shall have the option to repurchase any tooling equipment that it sold to GoerTek at the same price that GoerTek paid for such equipment. With respect to supplier tooling (i.e., where Plantronics has retained title to the tooling), Plantronics may require that GoerTek either return such tooling or destroy it.

6.5 
Sale of Inventory .  GoerTek hereby agrees to purchase all of Plantronics raw materials and components of the Transferred Products  at the most updated pricing that Plantronics paid its suppliers. In the event that any such inventory is more than ten (10) weeks  old, Plantronics and GoerTek shall negotiate a fair and reasonable price in good faith.  Plantronics shall use its best efforts to support GoerTek’s vertical integration starting on August 1, 2009.

 
7.            PRODUCT MARKING
 
7.1    Marking .   GoerTek will mark each Product with a unique sequential serial number, the date of manufacturing, and the technical revision on bottom of the product housing, as well as any other markings as required in the Specifications of each Development and Manufacturing Program.
 
7.2    Country of Origin .   GoerTek will mark each Product with country of origin as required by the customs authorities of the country where the Products will be delivered to Plantronics.  GoerTek will provide to Plantronics these certificates of origin of the Product as are reasonably requested by Plantronics.
 
7.3    No Other Marks .   Except for marking Products as provided in this Section 7, GoerTek will not use any trademark, trade name, trade dress or any name, picture, or logo which is commonly identified with Plantronics or any of its parent, subsidiary or affiliate companies without the express written permission of Plantronics.  GoerTek will completely remove the marking or name on a Product which has not been authorized by Plantronics.
 
 
8.
USER GUIDE AND RELATED RETAIL PACK MATERIALS .   From time to time, Plantronics at its sole discretion may require GoerTek to develop and purchase retail pack materials and package the Products. GoerTek will complete such services according to the specifications and information provided by Plantronics. All such packaging materials must be pre-approved by Plantronics prior to production. In addition, if requested by Plantronics, GoerTek will provide all relevant information relating to the Product to enable Plantronics to create it own packaging and marketing materials for the Product.
 
9.            QUALITY
 
9.1   Conformance to Specifications .   GoerTek will manufacture Products to be 100% in conformance with the Specifications and Plantronics' quality acceptance requirements as identified in the each Development and/or Manufacturing Program or other documentation as provided by Plantronics. GoerTek will only use components and materials that are qualified and approved by Plantronics on manufacturing of Products. GoerTek will ensure that the Products meet quality acceptance requirements and functional tests as required in the applicable Development Manufacturing Program.  GoerTek must maintain an inspection procedure and quality assurance program for the Products to ensure compliance with the requirements under this Section 9.1.   GoerTek s failure to comply with quality requirements will be a material breach of this Agreement.  The quality requirements are set forth at Exhibit G hereof and as Exhibit G may hereafter be updated.
 
9.2
  Plantronics Testing Equipment .  Plantronics may provide to GoerTek, free of charge and at its sole discretion, electrical test equipment or fixtures solely to assist in testing and trouble shooting the Products.   If requested by Plantronics or if GoerTek ceases to manufacture the Products, GoerTek will deliver all Plantronics Test Equipment to Plantronics as listed in the Development and/or Manufacturing Program attached hereto.  GoerTek will surrender the Plantronics Test Equipment in its original condition, reasonable wear and tear resulting from use or passage of time excepted.
 
9.3  Source Inspection .   GoerTek will permit Plantronics to enter its premises, at reasonable times, for the purpose of inspecting and testing units of the Product and to check the materials and method of manufacture, assembly, labeling, testing and packaging in order to ensure that the same conform to the Specifications and the requirements of this Agreement.  GoerTek , without additional charge, will provide reasonable assistance to Plantronics to facilitate these inspections.  If GoerTek experiences problems with its suppliers which result in delays or inability to deliver Products to Plantronics or result in epidemic failures as described in Section 14.5 , then GoerTek will notify and work with Plantronics to remedy these problems. GoerTek is solely responsible for any defect or other failure in the Product to meet the Specifications and requirements of this Agreement.  Plantronics may inspect Products delivered to it at any time. Plantronics will use its best efforts to cooperate with GoerTek in mitigating any quality issues that result from  any defects caused by Plantronics vendors.
 
9.4    Incoming Inspection .   Plantronics may inspect and test all Products prior to acceptance or rejection, and may refuse to accept Products which do not conform to the Specifications.  Plantronics may reject Product during the first 30 days after receipt.  GoerTek will replace all non-conforming Products within 30 days from the date received from Plantronics and will pay return shipping costs.  Plantronics’ payment for delivered Products does not constitute acceptance of those Products by Plantronics.
 
9.5    Process Review .   Plantronics has the right to review GoerTek 's manufacturing and quality assurance processes and to requalify the Product periodically upon notice to GoerTek . GoerTek will implement all necessary changes required by Plantronics based upon its review of GoerTek’s procedures.
 
9.6    Process Control Data .   Upon request GoerTek shall provide to Plantronics statistical process control data on critical processes and yield and failure analysis reports detailing the cause of the failure.  GoerTek shall provide these reports to Plantronics in a format and frequency mutually agreed upon by GoerTek and Plantronics.
 
9.7    Regulatory Approval.   GoerTek must obtain and maintain regulatory approvals and listings for the Product, if requested by Plantronics to do so in writing, including all required recurring compliance testing.
 
 
9.8    Compliance with Regulations .  GoerTek must comply with all laws, rules and regulations applicable to its performance of this Agreement, including those relating to hazardous materials, toxic substances. The Products must comply with RoHS and WEEE directives from regulatory organizations.
 
 
10.            PRODUCT PRICING
 
10.1   Price for Products . GoerTek will sell the Products (other than Transferred Products) to Plantronics at the per-unit price for each Product based on the pricing identified in the Development and/or Manufacturing Program for that Product  The pricing may be changed only upon a written statement signed by authorized representatives of both parties.  Plantronics will pay for the Products in United States Dollars.
 
10.2   No Additional Charges .   Plantronics’ purchase price for the Products will not include any additional amounts, without Plantronics’ prior written consent.
 
10.3   Sales Taxes .   Plantronics will pay applicable sales or use taxes, as well as any applicable import duties at the destination country.
 
10.4   Price Increase .    Any reasonable increases in prices require prompt notice to Plantronics with reason and details, and are subject to Plantronics’ prior written approval. Plantronics shall response within 5 days after receipt of GoerTek’s notice.
 
10.5  Pricing for Transferred Products; MFN.   Goertek shall provide Plantronics with the pricing for the Transferred Products as set forth at Exhibit F to this Agreement. GoerTek shall quote overhead and margin pricing for Diamond that shall not exceed such pricing for Ruby. During the Term of this Agreement,  GoerTek shall provide terms and conditions (pricing and otherwise) with respect to the manufacturing of the Transferred Products that, when taken as a whole, are no less favorable to Plantronics than those offered by GoerTek to any other customer on a worldwide basis irrespective of volume commitments.  If GoerTek grants to any third party pricing and/or other material terms (taken as a whole) with respect to the manufacturing of the Transferred Products that are more favorable than the pricing and/or other material terms (taken as a whole) offered to Plantronics pursuant to this Agreement, then GoerTek shall promptly make such more favorable pricing and terms available to Plantronics, which shall be made effective as of the date first offered to the other party.  Upon request, GoerTek shall provide Plantronics with a certificate to the effect that it is in compliance with this Section.
 
10.6. Reduction of Manufacturing Cost . *** Certain information in this section has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
 
10.7. Plantronics Audit Right. Within thirty (30) days after the expiration of each calendar quarter, GoerTek shall provide Plantronics with a current bill of materials from its suppliers for each Transferred Product, together with all other reasonably necessary information, to demonstrate compliance with Section 10.6.  Plantronics shall have the right to audit such bill of materials and other information upon its request.
 
GoerTek shall have no obligation to provide such bill of materials with respect to any of its microphone or speaker products. With respect to such microphone and speaker products, Plantronics shall have the right to obtain pricing proposals for the manufacture of such products through a request for proposal directed to any reputable manufacturer. In the event that any response to such a request demonstrates that the pricing for the manufacture of such product is lower than that offered by GoerTek, GoerTek shall meet the price offered by such manufacturer. If GoerTek is unable to meet such price, then Plantronics shall have the right to purchase such products from the manufacturer.
 
10.8. Pricing for Spares and Accessories. Goertek will provide pricing for Spares and Accessories which is equal to BOM cost plus three percent (3%)  for handling.
 
 
11.           PURCHASE ORDERS AND RELEASES
 
11.1            Order Lead Time .   Order lead time is the number of days between the date Plantronics sends a purchase order to GoerTek and the date GoerTek delivers the Product to Plantronics’ delivery location. The order lead time for each Product is identified in the applicable Appendix or Exhibit.
 
11.2            Purchase Orders .
 
 
(a)
Web Supplier Purchases . Both parties shall mutually agree by each Product to be managed by Plantronics’ Web Supplier Program. A Joint Service Agreement shall be mutually executed by the parties prior to implementing the Web Supplier Program. Plantronics will issue a blanket Purchase Order for Products purchased in accordance with the Web Supplier Program.
 
 
(b)
Purchase Order Purchases .  All other purchases of Products will be initiated by Plantronics’ issuance of written Purchase Orders with signature of authorized representative sent by mail, facsimile or electronic transmission. The Purchase Orders will identify the part number and quantity of Product to be purchased, the delivery schedule, method of delivery, the destination and a confirmation of the price.
 
 
(c)
Fulfilling Purchase Orders .  GoerTek will manufacture and ship Products only in accordance with purchase order releases placed by Plantronics.
 
11.3            Acknowledgments .   GoerTek is bound by all terms of each purchase order release placed by Plantronics under this Agreement unless GoerTek notifies Plantronics in writing of its objection to any terms or conditions contained in a purchase order.  GoerTek must provide its written objections to a purchase order within 3 days from the date of the purchase order. This Agreement sets forth the terms and conditions applicable to all issued Purchase Orders.  The term and conditions of this Agreement replace in their entirety any and all of the pre-printed Purchase Order terms and conditions appearing on the Purchase Order forms and on any order acknowledgment issued by GoerTek.  Upon acceptance by GoerTek , each Purchase Order constitutes a firm and binding contract consisting of the terms of: (1) this Agreement; (2) Appendixes and Exhibits to this Agreement; (3) any terms conspicuously typewritten on the face of the Purchase Order that are not inconsistent with the terms of this Agreement; and (4) any terms conspicuously written on the face of any written acceptance of such Purchase Order which are not inconsistent with the terms of this Agreement, the terms of the Exhibits and the terms of the Purchase Order.
 
11.4            Rescheduling .   Subject to different Purchase Terms under a Development and Manufacturing Program, Plantronics can change the shipping instructions, quantities or delivery dates specified in a purchase order release by delivering to GoerTek a written change order (“Change Order”).  Plantronics may reschedule out the quantities to be delivered under a purchase order released based on the schedule below without incurring any penalties:
 
Number of Days Advance Notice
Percentage of Scheduled Shipment That May Be Rescheduled Out
0 to 30 days
25%
31 to 60 days
50%
more than 60 days
Up to 100%
 
GoerTek will provide its best effort to meet Plantronics request for reschedule in the quantities to be delivered under a purchase order released.
 
 
11.5            Cancellation . Subject to different Purchase Terms under a Development and Manufacturing Program, Plantronics can cancel all or a part of a purchase order release by delivering to GoerTek a written Change Order. After receive of cancellation notice GoerTek shall make reasonable effort to stop production, cancel materials with its suppliers, and mitigate excess materials to other products as much as possible to reduce Plantronics liability. The percentage of a purchase order release that may be canceled and the number of days advance notice required is set forth below:
 
Number of Days Advance Notice
Percentage of Scheduled Shipment that May Be Canceled
0 to 30 days
Up to 0%
31 to 60 days
Up to 50%
More than 60 days
Up to 100%

 
11.6            Limitation of Cancellation Charges . Subject to different Purchase Terms under a Development and/or Manufacturing Program, in the event of cancellation of a purchase order, Plantronics' sole obligation shall be to accept and pay for scheduled finished Product at the stated unit price, to pay for actual costs incurred with respect to Products in process, materials purchased per lead time and to pay for the long lead time materials as provided in Exhibit which have been procured and are not cancelable with its suppliers. Both parties agree to negotiate such costs in good faith and that the cancellation charges will in no event exceed the value of the canceled purchase order.
 
11.7            Forecast.
 
 
(a)
If Plantronics’ inventory requirement for a Product is not available through Plantronics’ Web Supplier Program, then on a monthly basis, Plantronics shall provide GoerTek with a rolling 3-6 months non-binding forecast showing projected quantity requirements for Products. GoerTek shall not take action to purchase materials or to manufacture Products based on any forecasts. GoerTek agrees that there is no liability to Plantronics if GoerTek chooses to procure materials or to manufacture Products based on any forecasts delivered by Plantronics.
 
 
(b)
If Plantronics’ inventory requirements for a Product are available through Plantronics’ Web Supplier Program, GoerTek shall access Plantronics’ Web Supplier Program website to find Plantronics’ forecast for each Product for the rolling 3-6 months period.
 
11.8            Manufacturing Capacity .   GoerTek represents and warrants that it has the manufacturing capability to produce all of Plantronics’ requirements for the Products.  GoerTek will promptly notify Plantronics if GoerTek has any reason to believe that it may not be able to meet Plantronics’ production requirements.  GoerTek will reserve production capacity sufficient to manufacture Products at 100% quantity indicated by Plantronics’ forecast.
 
 
12.            TRADE TERMS, SHIPPING AND DELIVERY
 
12.1       Trade Term. GoerTek agrees to the trade term of:
 
(a)  ‘Free Carrier At’ to Plantronics’, as defined by Incoterms 2000, to Plantronics selected logistics provider in Qingdao for air shipment. GoerTek will ship Products by freight collect to the order of Plantronics to the destination specified in Plantronics' purchase order release.
 
(b)  ‘Delivered Ex Ship to named port of destination’, as defined by Incoterms 2000, to destination port named by Plantronics via ocean shipment.  GoerTek shall pay for freight charges and insurance charges under the term. Insurance coverage is 110% of the value of a shipment. Freight and insurance rate shall be prior agreed by Plantronics. Plantronics shall reimburse GoerTek for the amount of freight charges and insurance charges (‘DES logistics charges’) GoerTek paid.
 
If GoerTek ships any Product by a method other than that specified in Plantronics' purchase order release or written instruction, GoerTek will reimburse Plantronics for any increase in the cost of freight over the cost which would have been incurred had GoerTek complied with Plantronics' instructions.  Plantronics may make changes in the trade term, shipment method, packing or place of delivery.  If Plantronics requests a change that causes an increase or decrease in the cost of or time for delivery, GoerTek will notify Plantronics of the cost or time changes within 3 days from the date of Plantronics’ requested change.  GoerTek must provide supporting documentation for the cost or time change.
 
12.2
    Packaging and Shipping Documentation.   Plantronics will provide GoerTek with written routing instructions for the shipment of Products (the “Routing Instructions or Advance Shipping Notice”).  GoerTek must ensure that Product packing and packaging conforms to good commercial practice, Plantronics' specifications, government regulations and other applicable standards.  GoerTek must mark each container with necessary handling and shipping information.  GoerTek will be liable for material damaged as a result of improper or insufficient packing or packaging.
 
12.3    Packing Slip .   Except as otherwise stated by written instruction from Plantronics, each shipment must be accompanied by a packing slip placed inside a clear plastic envelope.  The packing slip and clear plastic envelope must be placed on box number “one” of the shipment. The packing slip must include the following information:
 
(a)           Plantronics’ part number;
 
(b)           description of product;
 
(c)           purchase order number;
 
(d)           shipment date;
 
(e)           shipment weight (net, gross);
 
(f)           shipment quantity;
 
(g)           number of boxes;
 
(h)           harmonized tariff schedule;
 
(i)           country of origin; and
 
(j)           any other information as requested on the relevant purchase order.
 
12.4     Delivery Dates .   GoerTek will deliver the Products in accordance with the scheduled delivery date in Plantronics' purchase order release.  If GoerTek is unable to meet the scheduled delivery date, GoerTek will notify Plantronics in writing at least 21 days before the scheduled delivery date.  If GoerTek cannot meet the scheduled delivery date without Plantronics’ fault, GoerTek will expedite shipment at its own cost to ensure timely delivery of the Products.  Plantronics may cancel any order for Products which is delayed by more than 30 days.  GoerTek cannot deliver Products more than 3 days in advance of the delivery date specified by Plantronics or over ship Product without first obtaining Plantronics' written consent.  Plantronics may return any incorrect shipment at GoerTek's expense, or hold the shipment for credit against future releases and delay processing the corresponding invoice until the scheduled delivery date. Plantronics may also recover of the costs of any air freight or other costs of expediting shipment if the failure to deliver is due to the fault of GoerTek and Plantronics establishes that the shipment was required to be expedited in order to meet Plantronics customer requirements.
 
12.5      Title and Risk of Loss . Title to Products and risk of loss pass to Plantronics when GoerTek delivers the Products to Plantronics according to Trade Term, Section 12.1.
 
12.6      Dock-to-Stock Program.   This program is only on selected Plantronics’ suppliers which have demonstrated high level of quality such that Plantronics allows products to be delivered to Plantronics stockroom without source inspection and incoming inspection. If requested by Plantronics, GoerTek will participate in Plantronics’ dock-to-stock certification program and will use its best efforts to meet the statistical process control practices and reporting requirements of this program.
 
 
13.            INVOICES AND PAYMENT
 
13.1        Invoices .
 
(a)  Commercial invoices on Products: GoerTek will issue Products invoices to Plantronics’ Accounts Payable department.  GoerTek will include on each invoice: Plantronics’ purchase order number, unit price and total amount, quantity, date, invoice and packing list number.  Invoice date shall be the date a vessel arrived to named destination port on DES term for ocean shipment, or the date Products delivered to Plantronics’ selected logistics provider on FCA term for air shipment.
 
(b)  Invoices on DES logistics charges:  GoerTek shall issue invoices on DES logistics charges to Plantronics designated personnel or department.  GoerTek will include on each invoice:  commercial invoice number, itemizes each charges and with supporting document of such charges issued by logistics provider and insurance agent.
 
13.2        Payment Term.   Plantronics will pay invoices (1) within 30 days after shipment on FCA term; (2) within 10 days after vessel arrived to destination port on DES term for standard Plantronics issue purchase orders or CVMI payment terms.  Plantronics will use commercially reasonable efforts to increase its credit limit in China. This may include providing information and attending meetings with GoerTek.
 
 
14.            WARRANTIES
 
14.1      Warranty .   GoerTek warrants that Products delivered under Agreement are:
 
(a)  new;
 
(b)  free and clear of all liens and encumbrances;
 
 (c)
in accordance with all Specifications and requirements of the applicable Development and Manufacturing   Program;
 
(d)
conforms with the applicable Purchase Order;
 
(e)  free from defects in design, if Products are designed by GoerTek;
 
(f)   free from defects in workmanship, materials and performance; and
 
(g)  is suited for the Products intended use.
 
14.2        Warranty Period.   The Product warranty is effective for 15 months from the shipment date (the “ Warranty Period ”).  The Product warranty survives any delivery, inspection, acceptance, or payment by Plantronics.
 
14.3        Remedies .
 
 
(a)
Return, Repair or Credit.   If any Product is not in compliance with the Product warranty or with the requirements of this Agreement or any purchase order, Plantronics is entitled to:
 
(1)  
return the Product for replacement or repair at GoerTek 's expense;
 
(2)  
repair the Product and recover Plantronics' reasonable expenses of repair; or
 
(3)  
return the Product to GoerTek and receive a credit for the purchase price.
 
 
(b)
Response Time and Freight Charges .  If Plantronics selects alternative (1), GoerTek must return the replaced or reworked Product within 30 days after receipt. GoerTek must pay freight to return to Plantronics any Product being replaced or reworked and reimburse Plantronics for transportation charges incurred by Plantronics in returning Products to GoerTek.
 
14.4        Notice of Defects .   If GoerTek becomes aware of any defect in the Product, GoerTek must immediately notify Plantronics, specifying the nature of the defect or nonconformity, and what, if any, corrective action GoerTek plans to take and the timing of such corrective action.
 
14.5        Epidemic Failure .   GoerTek warrants that the Product, exclusive of consumable materials, will meet a 1% or less failure rate, of a single failure mode.  If Plantronics finds that the Product does not conform to this quality requirement, it will notify GoerTek .  GoerTek will then determine the cause of the non-conformance and work with Plantronics to develop a mutually agreed corrective action plan and will implement that plan to correct the defect. GoerTek will provide Plantronics with regular progress reports of the corrective action until the defect is corrected.  Plantronics may return all Products that GoerTek shipped in the past 12 months for rework and re-inspection.  GoerTek will perform all necessary rework or replacement of the defective Products at GoerTek’s sole expense, including all Product transportation costs to receive from, and deliver to Plantronics.
 
15.           TRANSFER OF MANUFACTURING  
 
15.1        Notice of Potential Transfer of Manufacturing.   In the event this Agreement is terminated or GoerTek is not able to manufacture Products to meet Plantronics’ requirements, including, without limitation, quality, quantity, timing and specification requirements, and Plantronics desires to transfer the manufacturing of some or all of the Products to a third party manufacturer, Plantronics will provide GoerTek with notice of such intent to transfer.  Such notice shall identify the new manufacturer, state the anticipated volume of manufacturing to be continued by GoerTek and provide such other information as is reasonably required by GoerTek to commence the process of transfer of manufacturing.
 
15.2        Supplier Assistance in Transfer of Manufacturing.   After receipt of any notice from Plantronics as provided in Section 25.5 GoerTek will assist in transferring the production of the Products, in whole or in part, to the alternate source of manufacturing identified in the notice provided by Plantronics.  Such assistance shall include transfer and set up of the Tooling.
 
15.3        Plantronics To Bear Cost of Transfer of Manufacturing.   Plantronics shall reimburse to GoerTek the reasonable costs incurred by GoerTek to transfer manufacturing to the alternate source as mutually agreed between the parties.
 
 
16.
TERM .   This Agreement will take effect on the Effective Date and expire three  (3) years thereafter (the “ Initial Term ”), unless earlier terminated by the parties in accordance with Section 17 .  At the end of the Initial Term, this Agreement will be automatically renewed for additional 1 year terms unless either party gives written notice of its intention not to renew at least 6 months prior to the scheduled expiration date. Notwithstanding any provision of this Agreement to the contrary (including any earlier termination under Article 17 hereof), Appendix D (Competitors and Restricted Products) shall survive for a period of one year after the expiration of the Initial Term or any renewal thereof.
 
 
17.           TERMINATION OF AGREEMENT
 
17.1       Termination Without Cause .   After the exclusive manufacturing rights set forth in Section 20.2 (a) hereof expire, Plantronics may terminate this Agreement or any or all outstanding purchase orders, or both, without cause at any time upon 120 days written notice to GoerTek.  GoerTek must stop all work in process and cancel all outstanding obligations relating to the affected purchase orders upon receipt of notice of termination from Plantronics.  Plantronics' sole obligation as a result of a termination under this Section 17.1 is to compensate GoerTek for the canceled purchase orders in accordance with Section 11.5 and 11.6 .
 
17.2       Termination for Bankruptcy .   Plantronics may terminate this Agreement immediately upon notice to GoerTek if:
 
(a)           GoerTek fails to pay its debts generally as they become due;
 
 
(b)
GoerTek becomes the subject of a voluntary' or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors.
 
17.3       Termination for Default .
 
 
(a)
Plantronics Terminate for Breach .  Plantronics may terminate this Agreement if GoerTek breaches a material provision of this Agreement and fails to cure within 30 days of receiving notice from Plantronics.
 
(b)            Breaches .  A breach of the Agreement includes, but is not limited to, the following events:
 
 
(1)
GoerTek's failure to make a delivery of Product in accordance with the requirements of this Agreement or any purchase order.  If GoerTek fails to deliver Products on the scheduled delivery date, Plantronics may, without prejudice to any other rights it may have, cancel the purchase order release without liability to GoerTek ;
 
 
(2)
GoerTek's failure to provide Plantronics, upon request, with reasonable assurances of future performance;
 
 
(3)
GoerTek's failure to replace or rework non-complying Products in a timely manner as required by Section 14 ; or
 
(4)  
GoerTek’s actions that endanger performance of this Agreement in accordance with its terms.
 
 
17.4
Remedies on Default .   If Plantronics terminates this Agreement in accordance with Section 17.3 (Termination for Default), Plantronics may, at its sole discretion:
 
 
(a)
Plantronics’ Right to Pursue Alternative Source .  Purchase an alternative product to replace the Product that GoerTek cannot deliver in accordance with this Agreement.  In that case, GoerTek will reimburse Plantronics for all additional costs incurred by Plantronics in purchasing the alternative products; or
 
 
(b)
Plantronics’ Right to Manufacture Product. Manufacture or subcontract a third party to manufacture the Products, in which case GoerTek will provide to Plantronics at GoerTek ’s sole expense all manufacturing rights to the Products, including transfer of all tooling and necessary documents reasonably required to enable Plantronics to manufacture the Products.
 
17.5        No Limitation on Remedies .   Plantronics is entitled to all remedies available to it under this Agreement and at law or in equity.
 
17.6        Return of Information .   Upon termination of this Agreement for any reason, GoerTek will promptly return to Plantronics all information and materials relating to Plantronics and the Product.
 
17.7        Continued Right to Purchase After Termination or Expiration .   Upon termination of this Agreement for any reason other than default by Plantronics, Plantronics may issue purchase orders within 30 days of the date of termination.  The purchase orders must provide for shipment of Products ordered within 6 months after the termination date of this Agreement.
 
17.8        Survival of Terms .   In addition to any provision of this Agreement which specifically provides for survival, Sections 6 (Tooling), 14 (Warranties), 18 (Intellectual Property)  21 (Indemnity and Insurance), 22 (Confidential Information and Ownership of Intellectual Property), 24 (Dispute Resolutions), and 25 (General Provisions) will survive a termination of this Agreement.  In addition, Sections 5 through 13 (governing manufacture and sale of the Products) will also survive termination of this Agreement with respect to the delivery of Products following termination.
 
 
18.
INTELLECTUAL PROPERTY     
 
18.1   
Title to Inventions .   GoerTek agrees that all copyrightable material, notes, records, drawings, designs, photographic imagery, inventions, improvements, developments, discoveries and trade secrets (collectively, the " Inventions ") conceived, made or discovered by GoerTek, solely or in collaboration with Plantronics in connection with Products developed under this Agreement, are intended to be for the sole benefit of Plantronics and its affiliates and are "specifically ordered or commissioned work" and "work-made-for-hire" as those terms are defined by the United States Copyright Act. For purposes of clarification, “Inventions shall include any intellectual property that is transferred to GoerTek in connection with the Transfer Plan or that is owned by Plantronics but is transferred to GoerTek by any current or former Plantronics associates.
 
18.2   
Assignment. To the extent that any portion of the Inventions do not so qualify, GoerTek agrees to and does hereby irrevocably assign and transfer to Plantronics all of GoerTek's right, title and interest (including all copyrights, trademarks, patents, trade secrets, moral rights and other proprietary rights, with respect to the United States, China and any other country) in and to such Inventions. At Plantronics' request and expense, GoerTek shall execute and deliver such instruments and take such other action as may be requested by Plantronics to perfect or protect Plantronics’ rights in the Inventions and to carry out the assignments contemplated in this Article.
 
18.3  
Protection of Inventions .   GoerTek agrees to assist Plantronics, or its designee, at Plantronics’ expense, in every proper way to secure Plantronics’ rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Plantronics of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which Plantronics shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Plantronics, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, or other intellectual property rights relating thereto.  GoerTek further agrees that GoerTek's obligation to execute or cause to be executed, when it is in GoerTek's power to do so, any such instrument or papers shall continue after the termination of this Agreement.
 
18.4   
License .   GoerTek agrees that if in the course of performing this Agreement, GoerTek incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by GoerTek or in which GoerTek has an interest, GoerTek hereby grants, assigns and conveys to Plantronics a non-transferable, perpetual, irrevocable, nonexclusive, world-wide, right and license, without obligation to account, to use such information for its and its affiliates' business purposes.  Any royalties in connection with the use of such intellectual property shall be reasonably negotiated between Plantronics and GoerTek in good faith.
 
18.5  
Power of Attorney .   GoerTek agrees that if Plantronics is unable because of GoerTek's unavailability, dissolution, or for any other reason, to secure GoerTek's signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering the Inventions assigned to Plantronics above, then GoerTek hereby irrevocably designates and appoints Plantronics and its duly authorized officers and agents as GoerTek's agent and attorney in fact, to act for and on GoerTek's behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright registrations thereon with the same legal force and effect as if executed by GoerTek.
 
 
19.            SALE AND DESIGN OF SIMILAR  PRODUCTS
 
During the Term of this Agreement and for a period of 10 years after its termination, GoerTek will not, without the express written consent of Plantronics, manufacture or sell to any third party or for its own account, any  product using the same or substantially similar industrial design used in any  Product.
 
 
20.           MUTUAL DEVELOPMENT COMMITMENTS; EXCLUSIVITY
 
         20.1 GoerTek commitments to Plantronics.
 
(a)    Development Plan.   At such time as GoerTek and Plantronics agree that GoerTek shall develop future Plantronics Products, the Parties shall prepare and agree upon an engineering development plan (the “ Development Plan ”).   The Development Plan shall identify the Plantronics Engineering Team (as defined below) and other resources to be applied by GoerTek towards the development of the Products.   The Development Plan may identify product roadmaps, deliverables (“ Deliverables ”) to be delivered by GoerTek and any applicable milestone dates (“ Milestones ”) and other goals which the parties intend to achieve.  Each Party shall provide such information and assistance to the other Party as the other Party may reasonably request to accomplish the objectives of the Development Plan.    Qualified technical personnel from each Party will be available to the other Party during normal business hours and at such other times as may be appropriate to achieve the objectives of the Development Plan.
 
(b)   Executive Sponsors. Within seven (7) days after the date that GoerTek and Plantronics elect to develop future Plantronics Products,  GoerTek shall, in consultation with Plantronics, designate an engineering team dedicated solely to the development and support of such Products. The engineering team shall contain a program manager, an electrical engineer, and other engineers that may be necessary to accomplish the Development Plan. The team may also include commodity managers who will be responsible for coordinating manufacturing capacity and delivery issues.  Each Party will appoint one (1) person at a senior management level as the executive sponsor responsible for overall technical cooperation and implementation of the Development Plan with the other Party (each an " Executive Sponsor ") and will provide the contact information for that Executive Sponsor to the other Party.  Each Party may at any time replace its Executive Sponsor (provided the replacement is a person with senior management level responsibility) by providing written notice of such replacement to the other Party. Unless agreed otherwise between the Executive Sponsors, they will meet at least monthly (whether in person or via video or telephonic conference) to discuss the Development Plan and to resolve any issues that may arise between the Parties. In addition, the Executive Sponsors shall meet on a quarterly basis to discuss at a high level the product roadmaps of both companies as well as other matters that may be relevant to their mutual interests.  The parties further agree that their respective program managers will be responsible for managing the development process on a day to day basis.
 
(c)   Priority. In the event of a conflict with regard to the allocation of GoerTek’s engineers,  manufacturing capacity and other resources between Plantronics and GoerTek’s other customers, GoerTek will assign priority with regard to the use of such resources to first support the  research, development and manufacture of Plantronics Products.
 
(d)   CVMI.   GoerTek will participate in the Plantronics CVMI inventory management system, and will provide Plantronics upon its request with information sufficient to review its bill of materials with regard to any of the Products.
 
(e)   Security.   GoerTek agrees that it shall keep all Plantronics  Products in an area that is secured from access by any unauthorized third parties and shall take all reasonably necessary steps to ensure that such persons will not have access to the Plantronics Products.   GoerTek agrees that it shall establish a separate business unit that is solely responsible for manufacturing Plantronics products under this Agreement and that members of that unit will not share (i) any Plantronics intellectual property with any other employees of GoerTek except on a strict need to know basis; and (ii) any Plantronics intellectual property with any GoerTek employee who is working on any project for any competitor of Plantronics including, without limitation, GN Netcom/Jabra, Aliph/Jawbone or Motorola.   GoerTek further agrees that it shall keep all Plantronics intellectual property secured and locked within its premises  and access to such intellectual property shall be limited only to those authorized employees who have a specific need to access such intellectual property.  GoerTek further agrees that it shall not expose any Plantronics Product designs developed either by Plantronics or by GoerTek on behalf of Plantronics pursuant to this Agreement to any third party, without Plantronics written approval.

(f)   Termination of Manufacturing. GoerTek hereby agrees to use its best efforts to terminate the manufacture and distribution of all  Bluetooth headsets that carry the GoerTek brand within six months after the Effective Date. GoerTek hereby agrees that all direct and indirect distribution of such headsets shall terminate on or before June 30, 2009.
 
(g)   Manufacturing and Distribution Restrictions.     GoerTek agrees that it shall not manufacture, market, distribute, sell or resell any headsets that use Bluetooth technology and that are integrated into or access  cell phones,  personal computers or any other device to any of the companies set forth on Appendix D hereof.   GoerTek further agrees that the foregoing shall prohibit the indirect distribution of such products to such entities  through any distributor, reseller, broker or similar entity.   GoerTek shall immediately terminate the manufacturing of any products for GN Netcom/Jabra, Aliph/Jawbone or Motorola.
 
 (h)   Best ODM Services. GoerTek shall use its best efforts to provide Plantronics with ODM services that are more advantageous to Plantronics than equivalent services that it provides to any other customer. This includes, among other things, the following: (i) first priority in terms of the allocation of manufacturing capacity and research and development funding for the Transferred Products; (ii) cost competitiveness; (iii) time to market; (iv) product quality; (v) industry standards; (vi) product support, if applicable; and (vii) the grant of a right of first refusal with respect to any Bluetooth or corded headset  product innovations.
 
     20.2   Plantronics Commitments to GoerTek:
 
(a)   Exclusive Manufacturing Rights. Plantronics shall grant GoerTek the exclusive right for a twelve (12) month period commencing upon the date of public announcement by Plantronics, to manufacture the Transferred Products. For purposes of clarification, such exclusivity shall extend to the life of any Product to which GoerTek acquired exclusive rights within such twelve (12) month period.  After the expiration of such exclusivity period, GoerTek shall become a primary supplier of Plantronics.

 
(b) Termination of Exclusive Manufacturing Rights. The grant of exclusive manufacturing rights may be terminated by Plantronics if GoerTek: (i) cannot meet Plantronics demand for manufactured products; (ii) fails to meet Plantronics quality requirements; (iii) fails to meet Plantronics product delivery deadlines; (iv) fails to develop and manufacture products with competitive, “state of the art” technology, or (v) materially breaches this Agreement, including any pricing provisions contained herein.  The parties may define Subsections (i), (ii), (iii) and (iv) by setting forth the relevant metrics in each Development and Manufacturing Program with respect to each Product. Plantronics may also define such metrics by providing GoerTeck with reasonable written notice.  Plantronics may not terminate GoerTek’s exclusive manufacturing rights unless it shall have given GoerTek notice of breach of the foregoing and a reasonable opportunity to cure which shall not exceed thirty (30) days.

 
(c) Plantronics Target. Plantronics hereby agrees that it will target at least eight (8) million Bluetooth  units of Products per year to be manufactured by GoerTek pursuant to this Agreement. GoerTek recognizes that Plantronics may not meet such target as a result of economic conditions, weakening demand or other factors beyond Plantronics control.  GoerTek agrees that this level is not a hard commitment to purchase such level of Products and, in the event that Plantronics does not place orders with GoerTek in such an amount, it will have not liability under this Agreement.
 
(d)   Restrictions on Suppliers. Plantronics hereby agrees that it will not use Foxlink/Foxconn as a supplier of Bluetooth headsets and corded headsets unless GoerTek is unable to satisfy the requirements of any RFP as described above or unless Foxlink/Foxconn has technology that is unavailable to GoerTek. In the event that Plantronics terminates GoerTek’s exclusive manufacturing rights as set forth in Subsection (b) above or if such rights terminate under Subsection (a) above, it shall have the right to terminate the limitation set forth in this Section.

     20.3. Non-Solicitation. With the exception of GoerTek’s right to hire employees under Article 23 hereof, both Parties hereby agrees that, during the Term and for a one year period after the expiration or termination of the Term, they will not hire or attempt to hire, on behalf any employee of the other; provided, however, that the hiring of an employee in response to a general solicitation shall not be deemed a breach of this section. In the event that a Party breaches this covenant, it shall pay as liquidated damages to the other Party the sum equal to the 12 months’ base compensation of the newly hired employee.
 
 
21.            INDEMNITY AND INSURANCE
 
21.1            Indemnity .   GoerTek agrees to indemnify and defend Plantronics from all claims, proceedings, liabilities and costs (including legal expenses) resulting from:
 
 
(a)
any claim that the Products or the use or resale of the Products infringes the intellectual property rights of any other person except to the extent that a claim arises from intellectual property furnished by Plantronics;
 
(b)           relating to claimed product liability;
 
(c)           any breach of warranty; and
 
 
(d)        any claims, liabilities, proceedings, costs, taxes and expenses relating to the transfer of the Production Equipment, the sale and transfer of the Transferred Products, the hiring of the Plantronics associates under Article 23 hereof, any violation of or non-compliance with Local Law by GoerTek and the manufacturing of the Products under this Agreement.
 
21.2            Notice.   Plantronics will notify GoerTek of any claim made against Plantronics and authorizes GoerTek to settle or defend any such claim, demand, proceeding or action and, upon GoerTek's request shall assist GoerTek in so doing.  Plantronics may participate in any such claim at its own expense with counsel of its choosing at any such proceeding.
 
21.3            Remedies .   If Plantronics is prevented from selling any  Product , as a result of any claim or   proceeding, GoerTek must, at the option and direction of Plantronics:
 
(a)           procure for Plantronics the right to use or sell the Product; or
 
(b)           modify the Product so that it becomes non-infringing;
 
 
(c)
provide to Plantronics a non-infringing Product meeting the same functional specifications.
 
21.4            Remedies Unavailable .  If the remedies described in Section 21.3 are unavailable, Plantronics may return all Products purchased from GoerTek. GoerTek will reimburse to Plantronics within thirty (30) days from the date of receipt of the returned products, Plantronics’ purchase price for such products.
 
 
22.
CONFIDENTIAL INFORMATION AND OWNERSHIP OF INTELLECTUAL PROPERTY
 
22.1            Rights of the Parties in Pre-Existing Intellectual Property . Each party owns all rights in its pre-existing technologies and intellectual property developed by it or by third parties for its benefit.
 
22.2            Confidentiality Agreement .   The Parties have executed a Confidentiality Agreement attach to this Agreement as Appendix A.  The Confidentiality Agreement governs the treatment of the confidential information of the parties.
 
22.3            Protection of the Rights of Third Parties in Proprietary Information .   Both parties warrant that all information used or disclosed by each to the other in the course of performance under this Agreement is free of any rights or claim of rights of third parties. Neither party will improperly use or disclose any proprietary information or trade secrets of any other person or entity except as permitted by such third party.
 
22.4            Plantronics Sole Ownership of Industrial Design . Plantronics is the sole and exclusive owner of all intellectual property rights in the industrial design of the Products. Plantronics grants to GoerTek a limited non-exclusive license to use the intellectual property in the industrial design of the Products solely for the purpose of manufacture of the Products in accordance with this Agreement.  During the term of this Agreement and for a period of 10 years after termination of the Agreement, GoerTek will not use of any design element incorporated in the Products other than to manufacture the Products for Plantronics.  GoerTek must obtain Plantronics’ prior written approval for all other uses of any design element of the Product.
 
22.5            Injunctive Relief .   If a party suffers irreparable harm by reason of a breach by the other of this Section 22 , then the affected party may seek injunctive or other relief in a court of competent jurisdiction, despite the arbitration requirement in Section 24.3.
 
22.6            No Disclosure of Agreement .   Neither party may disclose the existence or terms of this Agreement without the prior written consent of the other party.
 
22.7          Conflicts of Interest.   GoerTek certifies that GoerTek has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude GoerTek from complying with the provisions hereof.  GoerTek further certifies that during a specific program term under this Agreement, GoerTek will not allow GoerTek’s development team members that are currently engaged on a program for Plantronics to work on any of GoerTek’s programs for a competitor of Plantronics.   " Competitors " of Plantronics shall mean those businesses that are engaged in (or to GoerTek's knowledge, after due inquiry, preparing to engage in) the design, manufacture, marketing, sale or distribution of communication headsets, assemblies, subassemblies, components, and the repair or refurbishment of same, including, but not limited to, any of the companies listed in Appendix D attached hereto.
 
 
23.            EMPLOYMENT OF PLANTRONICS ASSOCIATES
 
GoerTek shall have the right to extend offers of employment to any  associate  at Plantronics  PCH or the China Design Center located within Plantronics PCH that it may reasonably need to fulfill the intent of this Agreement; provided, however, that Plantronics shall have the superseding   right to retain any associate that it deems necessary. If GoerTek desires to hire an associate and Plantronics does not exercise its right to retain such associate, Plantronics shall use commercially reasonable efforts to encourage and assist such associate to accept GoerTek’s employment offer.
 
24.           DISPUTE RESOLUTION
 
24.1            Negotiation .   The parties will attempt to resolve all disputes arising out of or in connection with this Agreement by negotiation in good faith.  The parties will elevate an unresolved dispute to their senior management resorting to the other dispute resolution procedures set out in Section 3.2 or this Section 24.
 
24.2            Mediation .   If the parties cannot resolve a dispute within a reasonable time, then either party can initiate non-binding mediation through the American Arbitration Association, San Francisco, California, under its Commercial Arbitration Rules.  The parties may also mutually agree on an alternative mediation resource.  The mediation will be held in Santa Cruz, California, or any other location mutually agreed in writing by the parties.  The parties will equally share the mediation costs, except that each party will be responsible for its own legal fees.
 
24.3            Arbitration .   If the parties cannot resolve the dispute by mediation within 30 days from the date of submission, or within a mutually acceptable period, then either party may refer the dispute to a single arbitrator through the American Arbitration Association, San Francisco, California, under to its Commercial Arbitration Rules. The parties may also mutually agree on an alternative arbitration resource and applicable rules for arbitration.  The arbitration will be held in Santa Cruz, California, any other location mutually agreed in writing by the parties.  The decision of the arbitrator is binding on the parties.  Either party may seek enforcement of the arbitrator's decision in any court of competent jurisdiction. The parties will be responsible for its own legal fees, but will equally share the costs incurred in arbitration, unless the arbitrator awards the costs or attorneys fees, or both, to the prevailing party as a part of the arbitration decision.
 
24.4            Performance Continues During Dispute Resolution .   The parties must perform their obligations under this Agreement while the dispute is being resolved.
 
24.5            Judicial Forum .   If Section 24.3 requiring arbitration is considered invalid and a court has valid jurisdiction over the parties, then the parties agree that the state and federal courts of Santa Clara County, California will have nonexclusive jurisdiction to determine all disputes and claims arising from, or in connection with, this Agreement.  GoerTek consents to the enforcement of a judgment rendered in the United States in any action between GoerTek and Plantronics.
 
24.6            Award of Attorneys Fees . If a dispute between the parties arises out of or relates to this Agreement, or the Confidentiality Agreement, the prevailing may recover its attorney's fees, expenses and costs incurred, in addition to any other remedy provided by the Confidentiality Agreement, this Agreement or by applicable law.
 
24.7            Language .   All mediation, arbitration and other related proceedings must be conducted in the English language.
 
25.               GENERAL PROVISIONS

25.1            Agreement Confidential .  The parties will keep the terms and conditions of this Agreement (except the existence of this Agreement) confidential and will not divulge any part of this Agreement to any third party except:

(a)           With the prior written consent of the other party; or

 
(b)
To any governmental body having jurisdiction to request and to read this Agreement; or

(c)           As otherwise may be required by law or legal process; or

(d)           To legal counsel representing either party; or

(e)           As required for review by the competent governmental authorities.

25.2            Governing Law.   This Agreement is governed by the laws of California, without regard to the conflicts of laws principles.  The parties consent to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Term Sheet will be brought in, federal courts sitting in Santa Clara County, State of California, United States of America.
 
25.3            Assignment.   This Agreement is binding on the parties and their successors and assigns.
 
25.4            Severability.   If a provision in this Agreement is held to be invalid or unenforceable, then the parties will exclude the invalid or unenforceable provision from this Agreement and the remaining provisions will remain in full effect between the parties.
 
25.5            Notices.   The parties will provide all notices in writing.  Each notice must be:
 
 
(a)
personally delivered or be sent by registered or certified mail, overnight courier, or telecopy confirmed by registered or certified mail; and
 
 
(b)
addressed to the other party at its address listed below (or any other address as may be specified by the other party in writing in accordance with this Section 25.5 ):
 
If to GoerTek :
GoerTek, Inc.
Attention:                              Long Jiang
Telephone: +86 (532)88997277
Facsimile:                             
Email:     ljiang@goertekusa.com
If to Plantronics:
PLANTRONICS, BV.
c/o PLANTRONICS, INC.
345 Encinal Street
Santa Cruz, CA 95060
USA
Attention: General Counsel
Telephone: (831)  458-7847
Facsimile:   (831) 426-2965
Email:                             general.counsel@plantronics.com


with copy to:
PLANTRONICS, INC.
345 Encinal Street
Santa Cruz, CA 95060
USA
Attention:                             General Counsel
Facsimile: (831) 426-2965
Email:                              general.counsel@plantronics.com

25.6            Relationship between Parties.   The parties are independent contractors.  Neither party should be considered to be an agent, employee, joint venture, partner, or fiduciary of the other party.  Neither party has the right to bind the other party, transact any business in the other party's name or on its behalf or incur any liability for or on behalf of the other party.
 
25.7            Waiver.   A party does not waive any of its rights under this Agreement unless the waiver is in writing and signed by the waiving party.
 
25.8            Counterparts.   This Agreement may be executed in 2 or more counterparts or duplicate originals, all of which is regarded as the same instrument.
 
25.9            Descriptive Headings.   The descriptive headings and sections of this Agreement are inserted for convenience only and should not control or affect the meaning or construction of any of the provisions.
 
25.10          Interpretation. This Agreement is the product of negotiations between the parties, and should be construed as if jointly prepared and drafted by them.  No provision of this Agreement should be construed for or against any party due to its actual role in the preparation or drafting under any doctrine.  Each Party has entered into this Agreement in reliance only upon its own judgment.  In the event that the parties to this Agreement shall disagree as to the interpretation, the English language shall prevail and shall control. The parties shall bear their respective costs with respect to the negotiation and execution of this Agreement.  If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable (either due to a conflict with Local Law (as defined below) or on any other basis, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
 
 
25.11         Precedence. The term and conditions of this Agreement replace in their entirety all pre-printed terms and conditions relating to the purchase of Products under this Agreement.  If there is a conflict between this Agreement and its Appendixes and Exhibits, and the terms of any document relating to the purchase of Products under this Agreement, the order of precedence is as follows: (a) the Appendixes and Exhibits to this Agreement; (b) the terms of this Agreement; (c) any written instructions on a purchase order; and (c) the preprinted terms and conditions of any purchase order.
 
25.12.        Local Law. GoerTek shall use its best efforts to obtain any consents, approvals, permits or other actions that may be required by any Chinese governmental agency or regulatory body under any Chinese law (collectively, the “Local Law”) to (i) negotiate and close the Manufacturing Agreement; (ii) transfer the Production Equipment to GoerTek; and (iii) hire any Plantronics engineers or other associates. Plantronics shall use best efforts to assist GoerTek in obtaining consent to such Local Law.
 
25.13.       Publicity. The parties may elect to publish a mutually acceptable joint press release relating to the transaction contemplated by this Agreement. No unilateral press release or other public announcement or disclosure may be made at any time by either party, unless both parties shall have agreed as to the timing, form and content of such release.
 
25.14        Entire Agreement.   This Agreement together with the Appendixes and Exhibits, which is incorporated by reference, embodies the final, complete and exclusive statement of the terms of the agreement relating to the license of the Licensed Patent by GoerTek to Plantronics. This Agreement supersedes any prior or contemporaneous representations or agreements on this subject matter.  No amendment or modification of this Agreement is valid or binding upon the parties unless they are in writing and signed by both parties.  As of the Effective Date, the Term Sheet shall be terminated in its entirety and shall have no further force and effect.
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
 
GOERTEK, INC.
By: /s/Long Jiang
Long Jiang
Vice Chairman
Deputy General Manager
 
PLANTRONICS B.V.
By:          /s/ Richard R. Pickard
Richard R. Pickard
Managing Director
By:          /s/ Barbara Scherer
Barbara Scherer
Managing Director
 
 Plantronics Communications Technology (Suzhou) Co. Ltd
(For certain limited purposes as set forth herein)
 
By:          /s/ Richard R. Pickard
Richard R. Pickard
Managing Director
 
By:          /s/ Barbara Scherer
Barbara Scherer
Managing Director

 
 

 
CONFIDENTIAL
 

APPENDIX A

CONFIDENTIALITY AGREEMENT MUTUAL NON-DISCLOSURE AGREEMENT
 

 
                                   A Mutual Non-Disclosure Agreement between Plantronics and GoerTek was entered and made effective as of Sept. 20, 2005.
 

 

 

 

 
 

 
CONFIDENTIAL
 


 
APPENDIX B
 
MANAGEMENT GROUP
 

 
PLANTRONICS:
 

 
Fei Tsai                               Senior Commodity Manager                                                                     831-458-7770
 
         Fei.tsai@plantronics.com
 
 
Roberto Garcia                  Senior Director Worldwide  Materials                                                  831-426-5858
 
         Roberto.garcia@plantronics.com
 
 
Larry Wuerz                   Senior Vice  President  of Operations                                      831-458-7903
 
 
                                                                                                                                             Larry.wuerz@plantonics.com
 
 
GOERTEK :

 
 
Long Jiang                       Vice Chairman and Deputy General Manager                                        +86 (532) 88997277
 
            ljiang@goertekusa.com
 
Bryan Jiang                    Chairman and General Manager                                                               +86 (532) 88997277
 
           jiangb@goertek.com
 

 



 

 

 
 

 
CONFIDENTIAL
 


 
APPENDIX C
 
AFFILIATES OF GOERTEK, INC.

 
Weifang GoerTek Electronics Co., Ltd. (Weifang, China)
 
Shenzhen GoerTek Technology Co., Ltd. (Shenzhen, China)
 
Beijing GoerTek Electronics Co., Ltd. (Beijing, China)
 
GoerTek Electronics Inc. (Korea)
 
GoerTek Electronics Inc. (United States)
 
GoerTek Technology Co., Ltd. (Hong Kong)
 
Qing Dao GoerTek Technology Co., Ltd. (Shenzhen, China)
 

 

 

 
 

 
CONFIDENTIAL
 

APPENDIX D
 
*** Certain information in this Appendix has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
 

 

 

 

 

 

 

 

 

 

 

 
 

 

 


 

 

 
                                       EXHIBIT E
 
                                                TRANSFER PLAN
 
                                   To be  included pursuant to the provisions of the Agreement.
 

 

 

 
 

 

EXHIBIT F
 
                                         PRICING FOR TRANSFERRED PRODUCTS
 
                                   The parties shall use their best efforts to negotiate the pricing for the
 
                                        Transferred  Products within thirty days after the Effective Date.
 

 

 

 

 

 

 

 

 

 
 

 


 
                                         EXHIBIT G
 
                                         QUALITY REQUIREMENTS
 

 
 
 
 
 
 
 
Quality Strategy for NPD ODM Outsourcing
 
 
 
 
 
 
Doc. Number: TBD
Revision: proposed Rev 1
Release Date: not released yet
 
 
 
 
 
 
 
 
Authorization:
 
1.1.1.1.    Prepared By:
 
 
 
1.1.1.2.   Plantronics Quality
 
 
1.1.1.3.   Approved by:
 
 
VP, Worldwide Quality
 
1.1.1.4.   Update By:
 
 
1.1.1.5.  
 
 
1.1.1.6.  
 
 
1.1.1.7.   Approved by:
 
 
 

 

 
1.2.  
 
 
1.3.  
REVISION HISTORY
 

 
SUMMARY OF CHANGE
UPDATE
Owner
 New Document
 
Quality Assurance
     

 
1.0  
PURPOSE

 
Establish a strategy for managing quality requirements for ODM NPD programs to establish clear roles and responsibilities, and ownership of requirements.
 

 

 
2.0  
RESPONSIBILITY

 
PLT QUALITY AND ODM ARE RESPONSIBLE FOR THE IMPLEMENTATION OF THIS DOCUMENT.


3.0  
DEFINITIONS
 

 
·  
VTM = 产品验证测试矩阵 (Verification Test Matrix)
·  
PRD = 产品需求书 (Product Requirements Document)
·  
EB = 工程试产 (Engineer Build)
·  
VB =验证性试产 (Verification Build)
·  
AB = 采纳性试产 (Acceptance Build)
·  
PAE = 产品保证工程师 (Product Assurance Engineer)
·  
SQE = 供应商管理工程师 (Supplier Quality Engineer)
·  
PRCS = 产品发货通行 (Product Release Customer Ship)
·  
PLT = 缤特力通讯科技有限公司 (Plantronics, Inc.)
·  
SQA = 软件保证工程师 (Software Quality Assurance Engineer)

 

 
4.0  
QUALITY STRATEGY (English Version)

 
 
*** Certain information in this section has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
 

 




Exhibit 21
 
SUBSIDIARIES OF THE REGISTRANT

    Subsidiaries  
Jurisdiction of Incorporation or Organization  
         
1.
 
Altec Lansing Electronics (Dongguan) Limited
 
China
2.
 
Plantronics India Private Limited
 
India
3.
 
Altec Lansing Europe Sarl
 
Luxembourg
4.
 
Altec Lansing Hong Kong
 
Hong Kong
5.
 
Plantronics Asia Ltd.
 
Hong Kong
6.
 
Altec Lansing Far East Limited
 
Hong Kong
7.
 
Plantronics Pty. Ltd.
 
Australia
8.
 
Plantronics Telecommunicacoes Ltda.
 
Brazil
9.
 
Plantronics Canada Inc.
 
Canada
10.
 
Plantronics International Ltd.
 
Cayman Islands
11.
 
Plantronics Communications Technology (Suzhou) Co. Ltd
 
China
12.
 
Plantronics Trading (Suzhou) Co. Ltd
 
China
13.
 
Plantronics France S.A.R.L.
 
France
14.
 
Plantronics GmbH
 
Germany
15.
 
Plantronics Acoustics Italia, S.r.l.
 
Italy
16.
 
Plantronics Rus LLC
 
Russia
17.
 
Plantronics K. K.
 
Japan
18.
 
Plantronics Europe Ltd.
 
Malta
19.
 
Emtel, S.A. (Inactive)
 
Mexico
20.
 
Plamex, S.A. de C.V.
 
Mexico
21.
 
Plantronics B.V.*
 
Netherlands
22.
 
Plantronics Singapore Pte. Ltd.
 
Singapore
23.
 
Plantronics Iberia, S.L.
 
Spain
24.
 
Plantronics Nordic AB
 
Sweden
25.
 
Plantronics Belgium BVBA
 
Belgium
26.
 
Plantronics Limited
 
United Kingdom
27.
 
Frederick Electronics Corporation
 
Maryland
28.
 
Pacific Plantronics, Inc. (Inactive)
 
California
29.
 
Plantronics E-Commerce, Inc. (Inactive)
 
Minnesota
30.
 
Plantronics Futurecomms, Inc. (Inactive)
 
California
         
         
   
*Material Subsidiary
B.V. Representative Offices (Korea, Philippines, Bejing/Shanghai/Shenzhen-China, Taiwan)
Plantronics, Inc. Representative Office (Hong Kong)
Singapore Representative Office (Singapore
 
 


Exhibit 23
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-152814, 333-146076, 333-140623, 333-131412, 333-127672, 333-120364, 333-107218, 333-97091, 333-67094, 333-42664, 033-81980, 333-61003, 333-19351 and 333-14833) and Form S-3 (Nos. 333-92040, 333-37876, 333-77631, 333-70333 and 333-67781 of Plantronics, Inc. of our report   dated May 26, 2009   relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
 

 

/s/   PricewaterhouseCoopers LLP
 
San Jose, California
May 26, 2009
 
 


Exhibit 31.1
 
Certification of the President and CEO
 
I, Ken Kannappan, certify that:
 
1.            I have reviewed this annual report on Form 10-K of Plantronics, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date: May 26, 2009
 
 
/s/ Ken Kannappan
 
Ken Kannappan
 
President and Chief Executive Officer
 
 


Exhibit 31.2
 
Certification of Senior VP, Finance and Administration, and CFO
 
 
I, Barbara Scherer, certify that:
 
1.            I have reviewed this annual report on Form 10-K of Plantronics, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date: May 26, 2009
 
/s/ Barbara Scherer
 
Barbara Scherer
  Senior Vice President, Finance and Administration, and Chief Financial Officer
 
 


Exhibit 32.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ken Kannappan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Plantronics, Inc. on Form 10-K for the fiscal year ended March 28, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Plantronics, Inc.


 
 
By:    /s/ Ken Kannappan
 
Name:  Ken Kannappan
 
Title:  Chief Executive Officer
 
Date:  May 26, 2009

I, Barbara Scherer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Plantronics, Inc. on Form 10-K for the fiscal year ended March 28, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Plantronics, Inc.
 


 
By:   /s/ Barbara Scherer                                            
 
Name:  Barbara Scherer
 
Title:  Chief Financial Officer
 
Date:  May 26, 2009
 
 

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

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