8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  January 22, 2008

Plantronics, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-12696	77-0207692
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

345 Encinal Street

Santa Cruz, California 95060

(Address of Principal Executive Offices including Zip Code)

(831) 426-5858

(Registrant's Telephone Number, Including Area Code)

N/A

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

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

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

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

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

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

SECTION 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition

On January 22, 2008 Plantronics, Inc., a Delaware corporation (“the Company”)  issued a press release reporting its results of operations and financial condition for the third quarter of fiscal year 2008 which ended December 29, 2007, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

SECTION 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On January 22, 2008 the Company issued a press release announcing that its Board of Directors had declared a cash dividend of $0.05 per share of the Company’s common stock, payable on March 10, 2008 to stockholders of record at the close of business on February 11, 2008.

A copy of the press release is attached as Exhibit 99.2 hereto.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished as part of this report.

Exhibit Number Description

99.1	Press release issued by Plantronics, Inc. dated January 22, 2008, entitled “Plantronics Reports Third Quarter Fiscal Year 2008 Results ”
99.2	Press release issued by Plantronics, Inc. dated January 22, 2008, entitled “Plantronics Declares Quarterly Dividend of $0.05 per Share”

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SIGNATURE

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

	PLANTRONICS, INC.
Date: January 22, 2008	By:	/s/ Barbara Scherer
		Barbara Scherer
		Senior Vice President and Chief Financial Officer

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EX-99.1

PRESS RELEASE

Plantronics Reports ThirdQuarter Fiscal Year 2008Results

Revenues& Profits IncreaseonContinued Strength in all Major Businesses; Earnings per Share Exceed Guidance

FOR INFORMATION, CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533 FOR RELEASE 1 PM PST January 22, 2008

SANTA CRUZ, CA – January 22, 2008 - Plantronics, Inc., (NYSE: PLT) today announced third quarter fiscal 2008 net revenues of $232.8 million compared with $215.4 million in the third quarter of fiscal 2007.  Revenues were within the guidance range of $230 to $235 million.  Plantronics' GAAP diluted earnings per share were $0.39 in the third quarter of fiscal 2008, which includes $2.9 million in restructuring and other charges related to the consolidation of manufacturing operations, compared with $0.32 in the same quarter of the prior year.   This compares to the GAAP EPS guidance we issued on October 23, 2007 of $.32 to $0.37 and the subsequent announcement on November 28, 2007 that we expected to incur approximately $2.8 million in restructuring and other related charges during the quarter ending December 31, 2007 and that those charges would be expected to reduce GAAP EPS by $0.06 per share in comparison to the previously provided guidance from October 23rd.

Non-GAAP diluted earnings per share for the current quarter were $0.50 compared with $0.38 in the third quarter of fiscal 2007.  Earnings per share were greater than the previously provided non-GAAP guidance of $0.37 to $0.42.  The differences between GAAP and non-GAAP earnings per share for the current period are the cost of equity-based compensation and the restructuring charges.

“Our December quarter results reflect continued strength in our major product categories, with increased demand for our office wireless and consumer Bluetooth products; partially the result of robust market acceptance of our recently introduced Voyager 520, 815 and 855 models.  We are making progress to return our Audio Entertainment Group  to profitability as evidenced by the consolidation and restructuring announced in November and substantially completed this quarter, and by the reduction in the non-GAAP operating expenses compared to the year-ago quarter,” stated Ken Kannappan, President & CEO of Plantronics.  “Our Office and Call Center product group performed well with net revenues up by 10.8%, driven by continued strength in markets outside of the U.S.  While the U.S. portion of this product group grew by 6.2% from the same quarter in the prior year, it declined 6.1% from the September quarter to the December quarter,” Kannappan concluded.

Audio Communications Group (ACG) Non-GAAP Results

(Office & Contact Center, Mobile, Computer, Clarity)

Third quarter net revenues of $196.0 million were up 11.0% compared with $176.5 million in the year-ago quarter.  Revenue growth compared to the year-ago quarter was driven by demand for wireless products, with office wireless and mobile Bluetooth each up approximately 15%.  In addition, certain PC headsets formerly classified in AEG are now included in ACG.

Gross margin in third quarter of fiscal 2008 was 46.1% compared with 44.2% in the year-ago quarter.  Among the factors contributing to the higher gross margin were cost reduction on our office wireless and Bluetooth mobile products and the impact of a weaker dollar.  Operating income increased approximately 30% and operating margin was 17.8% compared with 15.2% in the year-ago quarter, primarily on the strength of the higher gross margin, though operating expenses as a percent of net revenue also decreased.

Audio Entertainment Group (AEG) Non-GAAP Results

(Altec Lansing)

Third quarter net revenues of $36.9 million were down 5.3% from $38.9 million in the year-ago quarter, primarily as a result of the PC headset line now being managed and reported as part of the ACG segment.  During the quarter, we were pleased with the continued growth and acceptance of the iM600 docking station.  Gross margin was 11.1% compared with 9.3% in the year-ago quarter and the division’s operating loss was $4.8 million compared with $5.8 million.  In the third quarter of fiscal 2007, we incurred significant supplier claims which were not a factor in the current quarter.

While the turn-around of this division remains heavily dependent on a refreshed product portfolio, other steps are being taken to return to profitability, including the consolidation of manufacturing operations and other cost reductions.  The focus on cost reduction enabled the division to operate on expenses 6.1% lower than the year-ago period.  Plantronics continues to target profitability for the division by the December quarter of this calendar year.

During the quarter, Plantronics closed AEG’s manufacturing facility in Dongguan, China; initiated plans to shut down a related Hong Kong research and development, sales and procurement office; and consolidated procurement, research and development activities for AEG in a new Shenzhen, China site which we expect to begin using this quarter.  The selling, general and administrative functions of AEG are being consolidated with those of ACG throughout the Asia-Pacific region.  These steps are part of a strategic initiative designed to reduce fixed costs by outsourcing AEG manufacturing to the network of qualified contract manufacturers already in place.

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

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

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Balance Sheet and Cash Flow

Our balance sheet is strong with $170 million in cash, cash equivalents and marketable securities compared to $103 million at the end of our last fiscal year in March 2007.  Year to date  cash flow from operations is over $74 million with key metrics such as inventory turns up slightly to 4.2 compared to 4.0 in the December year-ago quarter and days sales outstanding at 53 days compared to 55 days in the year-ago period.

Business Outlook

The following statements are based on current expectations.  Many of these statements are forward-looking, and actual results may differ materially from the forward-looking statements.

We have a “book and ship” business model whereby we ship most orders to our customers within 48 hours of our receipt of those orders, and we thus cannot rely on the level of backlog to provide visibility into potential future revenues.  Our business is inherently difficult to forecast, and there can be no assurance that the incoming orders we expect to receive over the balance of the quarter will materialize.  Our incoming order rate tends to be low during the last two weeks of December and the first half of January in the ACG business and then rises significantly into February and March.  This historical pattern has recurred thus far this quarter and we therefore must realize an increased incoming order flow for the balance of the quarter in order to achieve the revenue range we are projecting. In addition, we believe the order rate in January compared to the most comparable year-ago periods for our U.S. Office and Contact Center business is running below that of a year ago and that this is attributable to deteriorating economic conditions.  With increased economic uncertainty, our business is even more difficult to forecast than usual.  We are currently expecting revenues for ACG and AEG to decrease sequentially in the fourth quarter and for the non-GAAP AEG operating loss to be higher than the third quarter.   Subject to the foregoing, we are currently expecting the following financial results for the fourth quarter of fiscal 2008:

·   Net revenues for the fourth quarter of fiscal 2008 to be in the range of $195 - $205 million; 

·   Non-GAAP consolidated tax rate to be approximately 24%;

·   Non-GAAP earnings per share for the fourth quarter of fiscal 2008 to be in the range of $0.24 - $0.32; and 

·   The EPS cost of equity compensation pursuant to FAS 123(R) to be approximately $0.05 - $0.06 and the EPS cost of AEG restructuring and related to be approximately $0.02, resulting in

·   GAAP earnings per share of $0.17 to $0.24.

Plantronics does not intend to update these targets during the quarter or to report on its progress toward these targets.  Plantronics will not comment on these targets to analysts or investors except by its next press release announcing its fourth quarter fiscal year 2008 results or by other public disclosure.  Any statements by persons outside Plantronics speculating on the progress of the fourth quarter fiscal year 2008 will not be based on internal Company information and should be assessed accordingly by investors.

Conference Call Scheduled to Discuss Financial Results

Plantronics has scheduled a conference call to discuss the contents of this release.  The conference call will take place today, Tuesday, January 22 at 2:00 PM (PST). All interested investors and potential investors in Plantronics stock are invited to participate. To listen to the call, please dial in five to ten minutes prior to the scheduled starting time and refer to the "Plantronics Conference Call."  Participants from North America should call (888) 301-8736 and other participants should call (706) 634-7260.

A replay of the call with the conference ID #20283787 will be available for 72 hours at (800) 642-1687 for callers from North America and at (706) 645-9291 for all other callers. The conference call will also be simultaneously web cast at www.plantronics.com under Investor Relations.

Use of Non-GAAP Financial Information

Plantronics excludes non-recurring transactions and non-cash expenses such as stock-based compensation related to stock options, awards and employee stock purchases from non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP operating income, non-GAAP operating margin and non-GAAP effective tax rate.  Plantronics excludes these expenses from its non-GAAP measures primarily because Plantronics does not believe they are reflective of ongoing operating results and are not part of its target operating model.  Plantronics believes that the use of non-GAAP financial measures provides meaningful supplemental information regarding its performance and liquidity, and helps investors compare actual results to its long-term target operating model goals. Plantronics believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning, forecasting and analyzing future periods.

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

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

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SAFE HARBOR

This release contains forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Specific forward-looking statements include our profitability target of December 2008 for our AEG business, the timing of the opening and successful consolidation of our AEG procurement, research and development activities in Shenzhen , China, the timing and successful ramp of outsourcing AEG manufacturing to the contract manufacturers and that the return to profitability of the AEG business can be achieved in great part based upon a refreshed product offering, and ourestimates of net revenues, margins, operating expenses, tax rate and earnings for the fourthquarter of fiscal 2008.  These forward-looking statements involve a number of risks and uncertainties, and are based on current information and management judgment.

Among the factors that could cause actual results to differ materially from those projected are:

·   Our operating results are difficult to predict, particularly in light of the current economic conditions in theU.S.;

·   Factors that could cause demand to be different from Plantronics’ expectations include changes in business and economic conditions;

·   We do not know how the market for office wireless headsets and products from our other product groups may be affected in the event of a recession in the United Statesor global economy;

·   The ability to achieve the turnaround of AEG is uncertain because:

·   it is dependent upon our ability to more effectively research and implement features in our AEG products that consumers want and are willing to purchase;

·   we must be able to meet the market windows for these products;

·   we must be able to retain or obtain the shelf space for these products in our sales channel;

·   we must retain or improve the brand recognition associated with the Altec Lansing brand during the turnaround;

·   our ability to successfully complete the restructuring and consolidation activities and the financial impact that such actions may have is difficult to predict;

·   there is a risk that the consolidation  may cost more than we currently expect. There is also a risk that the savings that we currently predict may not materialize and that the timing of costs and benefits may be different than what we currently expect. If the cost of consolidation  is more than we currently anticipate or the savings that we currently anticipate from these  activities do not materialize,  our future financial results may be adversely affected;

·   Failure to achieve any of these objectives may adversely affect our financial results;

·   We have significant intangible assets and goodwill recorded on our balance sheet.  If the carrying value of our intangible assets and goodwill is not recoverable, an impairment loss must be recognized which would adversely affect our financial results;

·   The market for our products is characterized by rapidly changing technology, short product life cycles, and frequent new product introductions, and we may not be able to develop, manufacture or market new products in response to changing customer requirements and new technologies;

·   The actions of existing and/or new competitors, especially with regard to pricing and promotional programs;

·   Product mix is difficult to estimate and standard margin varies considerably by product;

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

·   The inability to successfully develop, manufacture and market new products and achieve volume shipment schedules to meet demand;

·   A softening of the level of market demand for our products;

·   Variations in sales and profits in higher tax, as compared to lower tax, jurisdictions;

·   Fluctuations in foreign exchange rates;

·   Class action lawsuits are being brought against us and other Bluetooth headset manufacturers claiming “noise induced hearing loss”.  While we believe these suits are without merit, the costs to defend against them could be high and the results of litigation are not predictable in any event;

·   Changes in the regulatory environment either as to headsets directly or as to the products, such as mobile phones, with which our products are used; and

·   Additional risk factors include: changes in the timing and size of orders from our customers, price erosion, increased requirements from retail customers for marketing and advertising funding, interruption in the supply of sole-sourced critical components, continuity of component supply at costs consistent with our plans, failure of our distribution channels to operate as we expect, failure to develop products that keep pace with technological changes, the inherent risks of our substantial foreign operations, problems which might affect our manufacturing facilities in Mexico or in China, and the loss of the services of key executives and employees.

For more information concerning these and other possible risks, please refer to the Company's Annual Report on Form 10-K filed May 29, 2007, quarterly reports filed on Form 10-Q and other filings with the Securities and Exchange Commission as well as recent press releases. These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html

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

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

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Financial Summaries

The following related charts are provided:

·   Summary Unaudited Condensed Consolidated Financial Statements

·   Summary Unaudited CondensedStatements of Operationsby Segment

·   Unaudited GAAP to Non-GAAP Statements of Operations Reconciliations for the three and nine months ended December 31, 2007

·   Unaudited GAAP to Non-GAAP Statements of Operations Reconciliations for the three and nine months ended December 31, 2006

·   Summary Unaudited Statements of Operations and Related Data

About Plantronics

In 1969, a Plantronics headset carried the historic first words from the moon: “That’s one small step for man, one giant leap for mankind.”  Since then, Plantronics has become the headset of choice for mission-critical applications such as air traffic control, 911 dispatch, and the New York Stock Exchange.  Today, this history of Sound Innovation® is the basis for every product we build for the office, contact center, personal mobile, entertainment and residential markets. The Plantronics family of brands includes Plantronics, Altec Lansing, Clarity, and Volume Logic. For more information, go to www.plantronics.com or call (800) 544-4660.

Altec Lansing, Clarity, Plantronics, Sound Innovation, Volume Logic and AudioIQ are trademarks or registered trademarks of Plantronics, Inc. All other trademarks are the property of their respective owners.

###

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

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

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PLANTRONICS, INC.
SUMMARY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2006			2007			2006			2007
Net revenues	$	215,435		$	232,824		$	605,438		$	647,543
Cost of revenues		134,584			139,067			372,093			385,784
Gross profit		80,851			93,757			233,345			261,759
Gross profit %		37.5	%		40.3	%		38.5	%		40.4	%
Research, development and engineering		17,837			19,308			53,434			58,004
Selling, general and administrative		46,196			48,424			134,583			140,476
Restructuring and other related charges		-			2,882			-			2,882
Gain on sale of land		-			-			(2,637	)		-
Total operating expenses		64,033			70,614			185,380			201,362
Operating income		16,818			23,143			47,965			60,397
Operating income %		7.8	%		9.9	%		7.9	%		9.3	%
Interest and other income (expense), net		1,493			2,184			2,745			5,311
Income before income taxes		18,311			25,327			50,710			65,708
Income tax expense		3,121			6,219			10,704			15,103
Net income	$	15,190		$	19,108		$	40,006		$	50,605
% of net revenues		7.1	%		8.2	%		6.6	%		7.8	%
Diluted earnings per common share	$	0.32		$	0.39		$	0.83		$	1.03
Shares used in diluted per share calculations		47,922			49,533			47,940			49,148
Tax rate		17.0	%		24.6	%		21.1	%		23.0	%
UNAUDITED CONSOLIDATED BALANCE SHEETS
	March 31,			December 31,
	2007			2007
ASSETS
Cash and cash equivalents	$	94,131		$	115,479
Short-term investments		9,234			54,085
Total cash, cash equivalents, and
short-term investments		103,365			169,564
Accounts receivable, net		113,758			136,550
Inventory		126,605			131,320
Deferred income taxes		12,659			12,754
Other current assets		18,474			12,947
Total current assets		374,861			463,135
Property, plant and equipment, net		97,259			98,321
Intangibles, net		100,120			93,517
Goodwill		72,825			72,825
Other assets		6,239			6,047
	$	651,304		$	733,845
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	49,956		$	57,049
Accrued liabilities		54,025			63,863
Income taxes payable		12,476			-
Total current liabilities		116,457			120,912
Deferred tax liability		37,344			32,135
Long-term income taxes payable		-			16,132
Other long-term liabilities		696			960
Total liabilities		154,497			170,139
Stockholders' equity		496,807			563,706
	$	651,304		$	733,845

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AUDIO COMMUNICATIONS GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2006			2007			2006			2007
Net revenues	$	176,511		$	195,955		$	503,281		$	562,574
Cost of revenues		99,254			106,257			284,445			302,216
Gross profit		77,257			89,698			218,836			260,358
Gross profit %		43.8	%		45.8	%		43.5	%		46.3	%
Research, development and engineering		15,137			16,544			45,697			49,522
Selling, general and administrative		39,265			42,103			111,340			121,129
Gain on sale of land		-			-			(2,637	)		-
Total operating expenses		54,402			58,647			154,400			170,651
Operating income	$	22,855		$	31,051		$	64,436		$	89,707
Operating income %		12.9	%		15.8	%		12.8	%		15.9	%

AUDIO ENTERTAINMENT GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2006			2007			2006			2007
Net revenues	$	38,924		$	36,869		$	102,157		$	84,969
Cost of revenues		35,330			32,810			87,648			83,568
Gross profit		3,594			4,059			14,509			1,401
Gross profit %		9.2	%		11.0	%		14.2	%		1.6	%
Research, development and engineering		2,700			2,764			7,737			8,482
Selling, general and administrative		6,931			6,321			23,243			19,347
Restructuring and other related charges		-			2,882			-			2,882
Total operating expenses		9,631			11,967			30,980			30,711
Operating loss	$	(6,037	)	$	(7,908	)	$	(16,471	)	$	(29,310	)
Operating loss %		(15.5	)%		(21.4	)%		(16.1	)%		(34.5	)%

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PLANTRONICS, INC.
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2007										December 31, 2007
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	232,824		$	-			$	232,824		$	647,543		$	-			$	647,543
Cost of revenues		139,067			(609	)	(1)		138,458			385,784			(2,379	)	(2)		383,405
Gross profit		93,757			609				94,366			261,759			2,379				264,138
Gross profit %		40.3	%						40.5	%		40.4	%						40.8	%
Research, development and engineering		19,308			(858	)	(1)		18,450			58,004			(2,641	)	(1)		55,363
Selling, general and administrative		48,424			(2,617	)	(1)		45,807			140,476			(7,443	)	(1)		133,033
Restructuring and other related charges		2,882			(2,882	)	(3)		-			2,882			(2,882	)	(3)		-
Total operating expenses		70,614			(6,357	)			64,257			201,362			(12,966	)			188,396
Operating income		23,143			6,966				30,109			60,397			15,345				75,742
Operating income %		9.9	%						12.9	%		9.3	%						11.7	%
Interest and other  income (expense), net		2,184			-				2,184			5,311			-				5,311
Income before income taxes		25,327			6,966				32,293			65,708			15,345				81,053
Income tax expense		6,219			1,191				7,410			15,103			4,009				19,112
Net income	$	19,108		$	5,775			$	24,883		$	50,605		$	11,336			$	61,941
% of net revenues		8.2	%						10.7	%		7.8	%						9.6	%
Diluted earnings per common share	$	0.39		$	0.12			$	0.50		$	1.03		$	0.23			$	1.26
Shares used in diluted per share calculations		49,533			49,533				49,533			49,148			49,148				49,148

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2007										December 31, 2007
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	195,955		$	-			$	195,955		$	562,574		$	-			$	562,574
Cost of revenues		106,257			(587	)	(1)		105,670			302,216			(1,800	)	(1)		300,416
Gross profit		89,698			587				90,285			260,358			1,800				262,158
Gross profit %		45.8	%						46.1	%		46.3	%						46.6	%
Research, development and engineering		16,544			(823	)	(1)		15,721			49,522			(2,540	)	(1)		46,982
Selling, general and administrative		42,103			(2,414	)	(1)		39,689			121,129			(6,859	)	(1)		114,270
Total operating expenses		58,647			(3,237	)			55,410			170,651			(9,399	)			161,252
Operating income	$	31,051		$	3,824			$	34,875		$	89,707		$	11,199			$	100,906
Operating income %		15.8	%						17.8	%		15.9	%						17.9	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2007										December 31, 2007
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	36,869		$	-			$	36,869		$	84,969		$	-			$	84,969
Cost of revenues		32,810			(22	)	(1)		32,788			83,568			(579	)	(2)		82,989
Gross profit		4,059			22				4,081			1,401			579				1,980
Gross profit %		11.0	%						11.1	%		1.6	%						2.3	%
Research, development and engineering		2,764			(35	)	(1)		2,729			8,482			(101	)	(1)		8,381
Selling, general and administrative		6,321			(203	)	(1)		6,118			19,347			(584	)	(1)		18,763
Restructuring and other related charges		2,882			(2,882	)	(3)		-			2,882			(2,882	)	(3)		-
Total operating expenses		11,967			(3,120	)			8,847			30,711			(3,567	)			27,144
Operating loss	$	(7,908	)	$	3,142			$	(4,766	)	$	(29,310	)	$	4,146			$	(25,164	)
Operating loss %		(21.4	)%						(12.9	)%		(34.5	)%						(29.6	)%

(1) Excluded amount represents stock-based compensation.

(2) Excluded amount represents stock-based compensation and $517 related to the impairment of an intangible asset.

(3) Excluded amount represents restructuring and other related charges.

Use of Non-GAAP Financial Information

To supplement our consolidated financial statements presented on a GAAP basis, Plantronics uses non-GAAP measures of operating results, which are adjusted to exclude non-cash expenses, such as the impact of all stock-based compensation charges under FAS 123R, and non-recurring transactions that Plantronics does not believe are reflective of ongoing operating results and are not part of its target operating model. At the segment level, we have presented non-GAAP statements that only show our results to the operating income line. On a consolidated basis, we have presented full non-GAAP statement of operations. The non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and the reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

- 10 -

PLANTRONICS, INC.
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2006										December 31, 2006
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	215,435		$	-			$	215,435		$	605,438		$	-			$	605,438
Cost of revenues		134,584			(729	)	(1)		133,855			372,093			(2,200	)	(1)		369,893
Gross profit		80,851			729				81,580			233,345			2,200				235,545
Gross profit %		37.5	%						37.9	%		38.5	%						38.9	%
Research, development and engineering		17,837			(934	)	(1)		16,903			53,434			(2,843	)	(1)		50,591
Selling, general and administrative		46,196			(2,578	)	(1)		43,618			134,583			(7,563	)	(1)		127,020
Gain on sale of land		-			-				-			(2,637	)		2,637		(2)		-
Total operating expenses		64,033			(3,512	)			60,521			185,380			(7,769	)			177,611
Operating income		16,818			4,241				21,059			47,965			9,969				57,934
Operating income %		7.8	%						9.8	%		7.9	%						9.6	%
Interest and other  income (expense), net		1,493			-				1,493			2,745			-				2,745
Income before income taxes		18,311			4,241				22,552			50,710			9,969				60,679
Income tax expense		3,121			1,358				4,479			10,704			3,085				13,789
Net income	$	15,190		$	2,883			$	18,073		$	40,006		$	6,884			$	46,890
% of net revenues		7.1	%						8.4	%		6.6	%						7.7	%
Diluted earnings per common share	$	0.32		$	0.06			$	0.38		$	0.83		$	0.14			$	0.98
Shares used in diluted per share calculations		47,922			47,922				47,922			47,940			47,940				47,940

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2006										December 31, 2006
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	176,511		$	-			$	176,511		$	503,281		$	-			$	503,281
Cost of revenues		99,254			(712	)	(1)		98,542			284,445			(2,167	)	(1)		282,278
Gross profit		77,257			712				77,969			218,836			2,167				221,003
Gross profit %		43.8	%						44.2	%		43.5	%						43.9	%
Research, development and engineering		15,137			(914	)	(1)		14,223			45,697			(2,776	)	(1)		42,921
Selling, general and administrative		39,265			(2,385	)	(1)		36,880			111,340			(7,102	)	(1)		104,238
Gain on sale of land		-			-				-			(2,637	)		2,637		(2)		-
Total operating expenses		54,402			(3,299	)			51,103			154,400			(7,241	)			147,159
Operating income	$	22,855		$	4,011			$	26,866		$	64,436		$	9,408			$	73,844
Operating income %		12.9	%						15.2	%		12.8	%						14.7	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2006										December 31, 2006
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	38,924		$	-			$	38,924		$	102,157		$	-			$	102,157
Cost of revenues		35,330			(17	)	(1)		35,313			87,648			(33	)	(1)		87,615
Gross profit		3,594			17				3,611			14,509			33				14,542
Gross profit %		9.2	%						9.3	%		14.2	%						14.2	%
Research, development and engineering		2,700			(20	)	(1)		2,680			7,737			(67	)	(1)		7,670
Selling, general and administrative		6,931			(193	)	(1)		6,738			23,243			(461	)	(1)		22,782
Total operating expenses		9,631			(213	)			9,418			30,980			(528	)			30,452
Operating loss	$	(6,037	)	$	230			$	(5,807	)	$	(16,471	)	$	561			$	(15,910	)
Operating loss %		(15.5	)%						(14.9	)%		(16.1	)%						(15.6	)%

(1) Excluded amount represents stock-based compensation.

(2) Excluded amount represents gain on sale of land.

Use of Non-GAAP Financial Information

To supplement our consolidated financial statements presented on a GAAP basis, Plantronics uses non-GAAP measures of operating results, which are adjusted to exclude non-cash expenses, such as the impact of all stock-based compensation charges under FAS 123R, and non-recurring transactions that Plantronics does not believe are reflective of ongoing operating results and are not part of its target operating model. At the segment level, we have presented non-GAAP statements that only show our results to the operating income line. On a consolidated basis, we have presented full non-GAAP statement of operations. The non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and the reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

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Summary of Unaudited Statements of Operations and Related Data(1)
		Q107			Q207			Q307			Q407		FY07				Q108			Q208			Q308
Net revenues	$	195,069		$	194,934		$	215,435		$	194,716		$	800,154		$	206,495		$	208,224		$	232,824
Cost of revenues		118,681			117,357			133,855			117,738			487,631			122,308			122,639			138,458
Gross profit		76,388			77,577			81,580			76,978			312,523			84,187			85,585			94,366
Gross profit %		39.2	%		39.8	%		37.9	%		39.5	%		39.1	%		40.8	%		41.1	%		40.5	%
Research, development and engineering		17,633			16,055			16,903			17,470			68,061			18,560			18,353			18,450
Selling, general and administrative		41,832			41,570			43,618			44,911			171,931			43,567			43,659			45,807
Operating expenses		59,465			57,625			60,521			62,381			239,992			62,127			62,012			64,257
Operating income		16,923			19,952			21,059			14,597			72,531			22,060			23,573			30,109
Operating income %		8.7	%		10.2	%		9.8	%		7.5	%		9.1	%		10.7	%		11.3	%		12.9	%
Income before income taxes		17,908			20,219			22,552			15,941			76,620			23,394			25,366			32,293
Income tax expense		4,261			5,049			4,479			2,507			16,296			5,615			6,087			7,410
Income tax expense as a percent
of income before taxes		23.8	%		25.0	%		19.9	%		15.7	%		21.3	%		24.0	%		24.0	%		22.9	%
Net income	$	13,647		$	15,170		$	18,073		$	13,434		$	60,324		$	17,779		$	19,279		$	24,883
Diluted shares outstanding		48,268			47,626			47,922			48,218			48,020			48,681			49,310			49,533
EPS	$	0.28		$	0.32		$	0.38		$	0.28		$	1.26		$	0.37		$	0.39		$	0.50
Net revenues from unaffiliated customers:
Audio Communication Group
Office and Contact center	$	114,267		$	115,813		$	118,280		$	126,964		$	475,324		$	132,205		$	131,357		$	131,017
Mobile		35,806			33,199			43,080			34,774			146,859			41,238			35,859			48,788
Gaming and Computer		7,289			7,727			8,364			6,782			30,162			6,485			8,277			10,449
Other specialty products		6,375			6,294			6,787			4,713			24,169			5,644			5,554			5,701
Audio Entertainment Group		31,332			31,900			38,924			21,483			123,640			20,923			27,177			36,869
Net revenues by geographic area
from unaffiliated customers:
Domestic	$	126,728		$	122,562		$	125,824		$	115,437		$	490,551		$	131,108		$	126,399		$	139,106
International		68,341			72,372			89,611			79,279			309,603			75,387			81,825			93,718
Balance Sheet accounts and metrics:
Accounts receivable, net	$	121,702		$	118,646		$	131,735		$	113,758		$	113,758		$	121,705		$	128,705		$	136,550
Days sales outstanding		56			55			55			53						53			56			53
Inventory, net	$	135,979		$	139,426		$	134,263		$	126,605		$	126,605		$	136,253		$	133,516		$	131,320
Inventory turns		3.5			3.4			4.0			3.8						3.6			3.7			4.2
(1) Non-GAAP.

- 12 -

EX-99.2

PRESS RELEASE

Plantronics Declares Quarterly Dividend of $0.05 per Share

FOR INFORMATION, CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533 FOR RELEASE 1 PM PST January 22, 2008

Santa Cruz, CA–January 22, 2008- Plantronics, Inc., (NYSE: PLT) today announced that its Board of Directors declared a quarterly dividend of $0.05 per share. The dividend is payable on March 10, 2008 to stockholders of record at the close of business on February 11, 2008.

“We generated approximately $33 million in cash flows from operations in the third quarter of fiscal 2008.  Our Board of Directors is pleased to continue to return a portion of our cash flow to stockholders directly in the form of a dividend,” said Ken Kannappan, President and Chief Executive Officer.

About Plantronics

In 1969, a Plantronics headset carried the historic first words from the moon: “That’s one small step for man, one giant leap for mankind.”  Since then, Plantronics has become the headset of choice for mission-critical applications such as air traffic control, 911 dispatch, and the New York Stock Exchange.  Today, this history of Sound Innovation® is the basis for every product we build for the office, contact center, personal mobile, entertainment and residential markets. The Plantronics family of brands includes Plantronics, Altec Lansing, Clarity, and Volume Logic. For more information, go to www.plantronics.com or call (800) 544-4660.

Altec Lansing, Clarity, Plantronics, Sound Innovation, Volume Logic and AudioIQ are trademarks or registered trademarks of Plantronics, Inc. All other trademarks are the property of their respective owners.

###

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

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