Plantronics 2013 Annual Report Download - page 77

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The expected stock price volatility for the years ended March 31, 2013, 2012, and 2011 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 terms 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 exclusively
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. COMMON STOCK REPURCHASES
From time to time, the Board authorizes programs under which the Company may repurchase shares of its common stock, depending
on market conditions, in the open market or through privately negotiated transactions. Repurchased shares are held as treasury
stock until such time they are retired or re-issued. During the years ended March 31, 2013, 2012, and 2011, the Company
repurchased 751,706, 8,027,287, and 3,315,000 shares of its common stock, respectively, for a total cost of $23.9 million, $273.8
million, and $105.5 million, respectively. All repurchases in fiscal years 2013 and 2011 were made in the open market. Of the
total 8,027,287 shares repurchased in fiscal year 2012, 4,327,770 shares were repurchased in privately negotiated transactions and
3,699,517 shares were repurchased in the open market. Repurchases by the Company pursuant to the Board authorized programs
during fiscal years 2013, 2012, and 2011 are discussed in detail below. As of March 31, 2013, there remained 881,907 shares
authorized for repurchase under the program approved by the Board on August 6, 2012.
Open Market Repurchases
Under the Board authorized programs, during the years ended March 31, 2013, 2012, and 2011, the Company repurchased 751,706,
3,699,517, and 3,315,000 shares of its common stock, respectively, in the open market for a total cost of $23.9 million, $123.8
million, and $105.5 million, respectively, and an average price per share of $31.84, $33.46, and $31.83, respectively. The Company
financed the repurchases using a combination of funds generated from operations and borrowings under its revolving line of credit.
Privately Negotiated Transactions
Pursuant to a Board authorized accelerated share repurchase ("ASR") program, the Company entered into three separate Master
Confirmation and Supplemental Confirmations ("the ASR Agreements") with Goldman, Sachs & Co. ("Goldman") during the
year ended March 31, 2012. Under the ASR Agreements, the Company paid Goldman $150.0 million in exchange for delivery
of 4,327,770 shares during the year ended March 31, 2012 at an average price per share of $34.66, which was based on the volume-
weighted average price of the Company's common stock during the terms of the ASR Agreements, less a discount.
In addition, the Company withheld shares valued at $3.0 million during the year ended March 31, 2013, compared to $2.6 million
in fiscal year 2012 and an immaterial amount in fiscal year 2011, in satisfaction of employee tax withholding obligations upon
the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees'
minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's consolidated
statements of cash flows. These share withholdings have the effect of share repurchases by the Company because they reduce the
number of shares outstanding as a result of the vesting.
Treasury Stock Retirement
During the years ended March 31, 2013, 2012, and 2011, the Company retired 5,398,376, 5,000,000, and 4,000,000 shares of
treasury stock, respectively, at a total value of $176.3 million, $177.1 million, and $102.4 million, respectively. These were non-
cash equity transactions in which the cost of the reacquired shares was recorded as a reduction to both retained earnings and
treasury stock. These shares were returned to the status of authorized but unissued shares.
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