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▪	mobile multi-media video products, including in-dash, overhead and headrest systems,

▪	autosound products including radios and amplifiers,

▪	satellite radios including plug and play models and direct connect models,

▪	smart phone telematics applications,

▪	automotive security and remote start systems,

▪	automotive power accessories,

▪	rear observation and collision avoidance systems,

▪	TV tuners and antennas, and

▪	location based services.

▪	premium loudspeakers,

▪	architectural speakers,

▪	commercial speakers,

▪	outdoor speakers,

▪	flat panel speakers,

▪	wireless speakers,

▪	Bluetooth speakers,

▪	home theater systems,

▪	business music systems,

▪	streaming music systems,

▪	on-ear and in-ear headphones,

▪	soundbars and sound bases, and

▪	DLNA (Digital Living Network Alliance) compatible devices.

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▪	High-Definition Television ("HDTV") antennas,

▪	Wireless Fidelity ("WiFi") antennas,

▪	High-Definition Multimedia Interface ("HDMI") accessories,

▪	security related products,

▪	home electronic accessories such as cabling,

▪	other connectivity products,

▪	power cords,

▪	performance enhancing electronics,

▪	TV universal remotes,

▪	flat panel TV mounting systems,

▪	iPod specialized products,

▪	wireless headphones,

▪	wireless speakers,

▪	Bluetooth speakers,

▪	action cameras,

▪	power supply systems and charging products,

▪	electronic equipment cleaning products,

▪	personal sound amplifiers,

▪	set-top boxes,

▪	home and portable stereos,

▪	digital multi-media products, such as personal video recorders and MP3 products, and

▪	portable DVD players.

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•	power retailers,

•	mass merchants,

•	regional chain stores,

•	specialty and internet retailers,

•	independent 12 volt retailers,

•	distributors,

•	new car dealers,

•	automotive and vehicle manufacturers,

•	automotive, vehicle and transportation equipment manufacturers (OEM's),

•	system integrators,

•	communication network providers,

•	smart grid manufacturers,

•	banks,

•	the U.S. military,

•	cinema operators,

•	sporting goods equipment retailers, and

•	cell phone carriers.

•	product design and development,

•	engineering and testing,

•	sales training and customer packaging,

•	in-store display design,

•	installation training and technical support,

•	product repair services and warranty,

•	nationwide installation network,

•	fulfillment,

•	warehousing, and

•	specialized manufacturing.

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•	identifying consumer trends and potential demand,

•	responding to those trends through product design and feature integration, which includes software design, electrical engineering, industrial design and pre-production testing. In the case of OEM customers, the product development cycle may also include product validation to customer quality standards, and

•	evaluating and testing new products in our own facilities to ensure compliance with our design specifications and standards.

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•	the cost, performance and reliability of our products and services and the products and services offered by our competitors;

•	the continued growth in demand for biometrics solutions within the government and law enforcement markets as well as the development and growth of demand for biometric solutions in markets outside of government and law enforcement;

•	customers’ perceptions regarding the benefits of biometrics solutions;

•	public perceptions regarding the intrusiveness of these solutions and the manner in which organizations use the biometric information collected;

•	public perceptions regarding the confidentiality of private information;

•	proposed or enacted legislation related to privacy of information;

•	customers’ satisfaction with biometrics solutions; and

•	marketing efforts and publicity regarding biometrics solutions.

•	changes in exchange rates for foreign countries, which may reduce the U.S. dollar value of revenues, profits and cash flows we receive from non-U.S. markets or increase our supply costs, as measured in U.S. dollars, in those markets;

•	exchange controls and other limits on our ability to import raw materials or finished product or to repatriate earnings from overseas;

•	political and economic instability, social or labor unrest or changing macroeconomic conditions in our markets;

•	foreign ownership restrictions and the potential for nationalization or expropriation of property or other resources and

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•	other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or other imposition of onerous trade restrictions, price controls or other government controls.

•	market conditions change,

•	our business plans or assumptions change,

•	we make significant acquisitions,

•	we need to make significant increases in capital expenditures or working capital, or

•	our restrictive covenants do not provide sufficient credit.

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•	the overall performance of the economy and discretionary consumer spending,

•	competition within key markets,

•	customer acceptance of newly developed products and services, and

•	the demand for other products and services.

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•	our supplier relationships will continue as presently in effect;

•	our suppliers will be able to obtain the components necessary to produce high-quality, technologically-advanced products for us;

•	we will be able to obtain adequate alternatives to our supply sources, should they be interrupted;

•	if obtained, alternatively sourced products of satisfactory quality would be delivered on a timely basis, competitively priced, comparably featured or acceptable to our customers;

•	our suppliers have sufficient financial resources to fulfill their obligations;

•	our suppliers will be able to obtain raw materials and labor necessary for production;

•	shipments from our suppliers will not be affected by labor disputes within the shipping and transportation industries;

•	our suppliers could be impacted by natural disasters directly or via their supply chains; and

•	as it relates to products we do not manufacture, our suppliers will not become our competitors.

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•	difficulties in the integration and assimilation of the operations, technologies, products and personnel of an acquired business;

•	diversion of management’s attention from other business concerns;

•	increased expenses associated with the acquisition, and

•	potential loss of key employees or customers of any acquired business.

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•	operating results being below market expectations,

•	announcements of technological innovations or new products by us or our competitors,

•	loss of a major customer or supplier,

•	changes in, or our failure to meet, financial estimates by securities analysts,

•	industry developments,

•	economic and other external factors,

•	general downgrading of our industry sector by securities analysts,

•	inventory write-downs, and

•	ability to integrate acquisitions.

•	changes in U.S federal, state and local law,

•	our ability to implement operating cost structures that align with revenue growth,

•	trade sanctions against or for foreign countries,

•	successful integration of business acquisitions and new brands in our distribution network,

•	compliance with the Sarbanes-Oxley Act, and

•	compliance with complex financial accounting and tax standards.

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(1)	2013 amounts reflect the acquisition of Hirschmann.

(2)	2016 amounts reflect the acquisition of a controlling interest in all of the assets and certain liabilities of EyeLock Inc. and EyeLock Corporation (see Note 2 of the notes to consolidated financial statements).

(3)	Long-term obligations include long-term debt, capital lease obligations, deferred compensation, deferred and other tax liabilities, as well as other long term liabilities.

(4)	Included in stockholders' equity for the year ended February 28, 2015 is the impact of foreign currency translation adjustments of $(33,170).

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•	The discontinuance and reduction of various high volume/low margin product lines such as navigation, GMRS radios, flat-panel TV’s, camcorders, clock radios, digital players, digital voice recorders, and portable DVD players,

•	volatility in core Automotive, Premium Audio and Consumer Accessories sales due to increased competition, lower selling prices and the volatility of the national and global economy,

•	political and economic volatility in Venezuela,

•	Euro devaluation against the U.S. Dollar.

•	the introduction of new products and lines such as digital antennas and mobile multi-media devices, mobile iPad and iPod interfaces and Bluetooth and wireless speaker products,

•	acquisition of Hirschmann's mobile communications and infotainment business,

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(1)	Represents total payments (interest and principal) due under a capital lease obligations which has a current (included in other current liabilities) and long term principal balance of $51 and $1,381, respectively at February 29, 2016.

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(2)	We enter into operating leases in the normal course of business.

(3)	Represents amounts outstanding under the Company's Amended Facility, Hirschmann's line of credit and the Voxx Germany Euro asset-based lending facility at February 29, 2016.

(4)	Commercial letters of credit are issued during the ordinary course of business through major domestic banks as requested by certain suppliers.  We also issue standby letters of credit to secure certain insurance requirements.

(5)	The amount includes balances outstanding under a mortgage assumed for a facility in connection with our Klipsch acquisition and balances outstanding under loans and mortgages for the construction of our manufacturing facility in Florida and for facilities purchased at Schwaiger, Voxx Germany and Klipsch.

(6)	Represents profit-sharing payments in connection with the Invision acquisition.

(7)	Represents the liability for an employer defined benefit pension plan covering certain eligible Hirschmann employees, as well as a retirement incentive accrual for certain Hirschmann employees.

(8)	Open purchase obligations represent inventory commitments.  These obligations are not recorded in the consolidated financial statements until commitments are fulfilled and such obligations are subject to change based on negotiations with manufacturers.

(9)

At February 29, 2016, the Company had unrecognized tax benefits of $15,120, including interest and penalties. Our unrecognized tax provision liability, including interest and penalties, in the consolidated balance sheet is $4,997. A reasonable estimate of the timing related to these liabilities is not possible, therefore, such amounts are not reflected in this contractual obligation and commitments schedule.

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•	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•	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

•	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.

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1)	Description of Business and Summary of Significant Accounting Policies

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(a)

At February 29, 2016 and February 28, 2015, this balance includes investments in two non-controlled corporations accounted for at cost (See Note 1(f)). At February 28, 2015, this balance also included an investment in a third non-controlled corporation, as well as the Company's held-to-maturity investment in bonds issued by the Venezuelan government, which were recorded at amortized cost taking into consideration the currency devaluation in Venezuela (See Note 1(f)). The fair value of these investments would be based upon Level 3 inputs. At February 29, 2016 and February 28, 2015, it is not practicable to estimate the fair values of these items.

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3)	Variable Interest Entities

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4)	Receivables from Vendors

5)	Equity Investment

6)	Accrued Expenses and Other Current Liabilities

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7)	Financing Arrangements

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10)	Capital Structure

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11)	Other Stock and Retirement Plans

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12)	Lease Obligations

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13)	Financial Instruments

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14)	Financial and Product Information About Foreign and Domestic Operations

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(a)

Included in the income (loss) before taxes for the year ended February 29, 2016 within the Consumer Accessories segment is the $4,679 gain on bargain purchase recognized in conjunction with the EyeLock transaction, as well as an impairment loss on intangible assets totaling $2,860. Included in the income (loss) before taxes for the year ended February 29, 2016 within the Premium Audio segment is an impairment loss on intangible assets totaling $6,210

(b)	Included in the income (loss) before taxes for the year ended February 28, 2015 within the Automotive segment is the $(7,396) remeasurement loss related to the Company's Venezuela government issued sovereign bonds and the impairment charge of $(9,304) related to investment properties in Venezuela.

(c)	Included in the income (loss) before taxes for the year ended February 28, 2014 within the Premium Audio segment is an impairment loss on goodwill totaling $32,163.

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15)	Contingencies

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16)	Unaudited Quarterly Financial  Data

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17)	Subsequent Events

(a)

For the allowance for doubtful accounts, cash discount allowances, and accrued sales incentives, deductions represent currency effects, chargebacks and payments made or credits issued to customers.  For the reserve for warranties and product repair costs, deductions represent currency effects and payments for labor and parts made to service centers and vendors for the repair of units returned under warranty.

(b)	Column D includes $100 of liabilities acquired during our EyeLock acquisition.

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1.1.	Definitions    1

1.2.	Accounting Terms    1

1.3.	Code    2

1.4.	Construction    2

1.5.	Schedules and Exhibits    2

1.6.	Dutch Terms    2

2.1.	Revolver Advances.    3

2.2.	Term Loan.    5

2.3.	Borrowing Procedures and Settlements.    5

2.4.	Payments; Reductions of Commitments; Prepayments.    11

2.5.	Intentionally Omitted.    17

2.6.	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.    17

2.7.	Crediting Payments    18

2.8.	Designated Account    18

2.9.	Maintenance of Loan Account; Statements of Obligations    18

2.10.	Fees.    19

2.11.	Letters of Credit.    19

2.12.	LIBOR Option.    23

2.13.	Capital Requirements.    25

2.14.	Increase in Maximum Revolver Amount.    26

2.15.	Joint and Several Liability of Borrowers.    28

3.1.	Conditions Precedent to the Initial Extension of Credit    30

3.2.	Conditions Precedent to all Extensions of Credit    30

3.3.	Maturity    31

3.4.	Effect of Maturity    31

3.5.	Early Termination by Borrowers    31

4.1.	Due Organization and Qualification; Subsidiaries.    32

4.2.	Due Authorization; No Conflict.    32

4.3.	Governmental Consents    33

4.4.	Binding Obligations; Perfected Liens.    33

4.5.	Title to Assets; No Encumbrances    33

4.6.	Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.    33

4.7.	Litigation.    34

4.8.	Compliance with Laws    34

4.9.	No Material Adverse Change    34

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4.10.	Fraudulent Transfer.    35

4.11.	Employee Benefits    35

4.12.	Environmental Condition    35

4.13.	Intellectual Property    35

4.14.	Leases    35

4.15.	Deposit Accounts and Securities Accounts    36

4.16.	Complete Disclosure    36

4.17.	Material Contracts    36

4.18.	Patriot Act    36

4.19.	Indebtedness    37

4.20.	Payment of Taxes    37

4.21.	Margin Stock    37

4.22.	Governmental Regulation    37

4.23.	OFAC    37

4.24.	Employee and Labor Matters    38

4.25.	Intentionally Deleted    38

4.26.	Intentionally Deleted    38

4.27.	Eligible Accounts    38

4.28.	Eligible Inventory    38

4.29.	Eligible Trademarks    39

4.30.	Eligible Real Property    39

4.31.	Locations of Inventory and Equipment    39

4.32.	Inventory Records    39

5.1.	Financial Statements, Reports, Certificates    39

5.2.	Collateral Reporting    39

5.3.	Existence    39

5.4.	Maintenance of Properties    40

5.5.	Taxes    40

5.6.	Insurance.    40

5.7.	Inspection    41

5.8.	Compliance with Laws    42

5.9.	Environmental.    42

5.10.	Disclosure Updates    42

5.11.	Formation of Subsidiaries    43

5.12.	Further Assurances    44

5.13.	Lender Meetings    44

5.14.	Material Contracts    44

5.15.	Location of Inventory and Equipment    44

5.16.	Bills of Lading and Other Documents of Title.    44

5.17.	Assignable Material Contracts    45

5.18.	Applications under Insolvency Statutes    45

5.19.	Cash Management System    45

5.20.	UK Bank Accounts    45

5.21.	Post Closing Matters    46

6.1.	Indebtedness    46

6.2.	Liens    46

6.3.	Restrictions on Fundamental Changes.    46

6.4.	Disposal of Assets    46

6.5.	Change Name    47

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6.6.	Nature of Business    47

6.7.	Prepayments and Amendments.    47

6.8.	Change of Control    47

6.9.	Restricted Junior Payments    47

6.10.	Accounting Methods    49

6.11.	Investments; Controlled Investments .    49

6.12.	Transactions with Affiliates    49

6.13.	Use of Proceeds    50

6.14.	Limitation on Issuance of Stock    50

7.1.	Fixed Charge Coverage Ratio    50

9.1.	Rights and Remedies    53

9.2.	Remedies Cumulative    54

9.3.	Appointment of a Receiver    54

10.1.	Demand; Protest; etc    54

10.2.	The Lender Group’s Liability for Collateral    55

10.3.	Indemnification    55

13.1.	Assignments and Participations.    58

13.2.	Successors    61

14.1.	Amendments and Waivers.    61

14.2.	Replacement of Certain Lenders.    63

14.3.	No Waivers; Cumulative Remedies    63

15.1.	Appointment and Authorization of Agent    64

15.2.	Delegation of Duties    65

15.3.	Liability of Agent    65

15.4.	Reliance by Agent    65

15.5.	Notice of Default or Event of Default    65

15.6.	Credit Decision    66

15.7.	Costs and Expenses; Indemnification    66

15.8.	Agent in Individual Capacity    67

15.9.	Successor Agent    67

15.10.	Lender in Individual Capacity    68

15.11.	Collateral Matters.    68

15.12.	Restrictions on Actions by Lenders; Sharing of Payments.    69

15.13.	Agency for Perfection    70

15.14.	Payments by Agent to the Lenders    70

15.15.	Concerning the Collateral and Related Loan Documents    70

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15.16.	Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information    71

15.17.	Appointment for the Province of Québec    72

15.18.	Several Obligations; No Liability    72

15.19.	Parallel Debt    72

17.1.	Effectiveness    76

17.2.	Section Headings    76

17.3.	Interpretation    76

17.4.	Severability of Provisions    76

17.5.	Bank Product Providers    76

17.6.	Debtor-Creditor Relationship    77

17.7.	Counterparts; Electronic Execution    77

17.8.	Revival and Reinstatement of Obligations    77

17.9.	Confidentiality.    77

17.10.	Lender Group Expenses    78

17.11.	Survival    78

17.12.	Patriot Act    79

17.13.	Anti-Money Laundering Legislation.    79

17.14.	Judgment Currency    79

17.15.	Integration    80

17.16.	Parent as Agent for Borrowers    80

17.17.	Quebec Interpretation    81

17.18.	English Language Only    81

17.19.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions    81

17.20.	Keepwell    82

18.1.	Existing Obligations    82

18.2.	Acknowledgment of Security Interests    82

18.3.	Existing Loan Documents    82

18.4.	Restatement    83

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1.	DEFINITIONS AND CONSTRUCTION.

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2.	LOANS AND TERMS OF PAYMENT.

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3.	CONDITIONS; TERM OF AGREEMENT.

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4.	REPRESENTATIONS AND WARRANTIES.

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5.	AFFIRMATIVE COVENANTS.

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6.	NEGATIVE COVENANTS.

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7.	FINANCIAL COVENANT.

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8.	EVENTS OF DEFAULT.

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9.	RIGHTS AND REMEDIES.

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10.	WAIVERS; INDEMNIFICATION.

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11.	NOTICES.

12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

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13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

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14.	AMENDMENTS; WAIVERS.

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15.	AGENT; THE LENDER GROUP.

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16.	WITHHOLDING TAXES.

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17.	GENERAL PROVISIONS.

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18.	ACKNOWLEDGMENT AND RESTATEMENT

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(a)	the amount equal to eighty-five percent (85%) of the amount of Eligible Accounts of each Borrower, each Canadian Guarantor and Dutch Guarantor, plus

(b)	the amount equal to the lesser of (i) sixty-five percent (65%) multiplied by the Value of Eligible Inventory of each Borrower, each Canadian Guarantor and Dutch Guarantor or (ii) eighty-five percent (85%) of the Net Recovery Percentage multiplied by the Value of such Eligible Inventory, plus

(c)	the Real Property Availability, minus

(d)	the aggregate amount of reserves, if any, established by Agent under Section 2.1(f) of the Agreement.

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AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION

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1.	I have reviewed this annual report on Form 10-K of VOXX International Corporation (the “Company”);

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 controls 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.

1.	I have reviewed this annual report on Form 10-K of VOXX International Corporation (the “Company”);

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 controls 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.

1)	The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

1)	The Report fully complies with Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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