8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  April 29, 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 April 29, 2008 Plantronics, Inc., a Delaware corporation (“the Company”)  issued a press release reporting its results of operations and financial condition for the fourth quarter and fiscal year 2008 which ended March 29, 2008, 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 April 29, 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 June 10, 2008 to stockholders of record at the close of business on May 9, 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 April 29, 2008, entitled “Plantronics Reports Fourth Quarter and Fiscal Year 2008 Results ”
99.2	Press release issued by Plantronics, Inc. dated April 29, 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: April 29, 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 Fourth Quarter and Fiscal Year 2008 Results

Fourth Quarter Revenue and Earnings Exceed Guidance; Fiscal 2008 Operating Income Grows 38%

FOR INFORMATION, CONTACT: Greg Klaben Vice President, Investor Relations (831) 458-7533 FOR IMMEDIATE RELEASE April 29, 2008

SANTA CRUZ, CA – April 29, 2008 - Plantronics, Inc., (NYSE: PLT) today announced fourth quarter net revenues of $208.7 million compared with $194.7 million in the fourth quarter of fiscal 2007.  Plantronics' GAAP earnings per share on a fully diluted basis were $0.36 for the fourth quarter compared with $0.21 in the fourth quarter of fiscal 2007.  Non-GAAP earnings per share for the fourth quarter were $0.43 on a fully diluted basis.  Our results exceeded our previously provided guidance for the fourth quarter which was for revenues of $195 to $205 million, GAAP earnings per share of $0.17 to $0.24 and non-GAAP earnings per share of $0.24 to $0.32.  The difference between GAAP and non-GAAP earnings per share is primarily the cost of equity-based compensation.

Net revenues for fiscal year 2008 were $856.3 million, an increase of 7% compared with $800.2 million for fiscal year 2007.  GAAP operating income grew to $79.4 million from $57.4 million.  Non-GAAP operating income grew to $99.5 million from $72.5 million, an increase of 37%.  GAAP diluted earnings per share were $1.39 for fiscal year 2008 compared with $1.04 in the prior fiscal year.  Non-GAAP diluted earnings per share were $1.69 for fiscal year 2008 compared with $1.26 in the prior fiscal year.

 “Our revenue, profitability and competitive position improved in fiscal 2008 as the result of a strong product portfolio and our focus on corporate efficiency,” stated Ken Kannappan, President & CEO of Plantronics.  “Our improving results reflect the focus we’ve had on increasing profitability across the organization and that our concerns of economic weakness were not as great as we had anticipated in the fourth quarter.  We ended the fiscal year on a strong note due to healthy demand from international markets, which offset the challenging economic conditions in the financial services sector in North America.  We believe that we have the right products under development to continue to improve prospects for growth and profitability.  In addition, we believe Unified Communications technologies are gaining momentum and will act as a catalyst to increase headset adoption,” he continued.  “We expect profitability to improve modestly in fiscal 2009 despite a weak business climate.  The markets we serve provide excellent prospects for growth especially when the US economy is stronger and our long term business model remains intact.”  

Audio Communications Group (ACG) Non-GAAP Results

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

Net revenues for our ACG segment of $185.4 million for the fourth quarter were up 7% compared with $173.2 million in the fourth quarter of 2007.  For fiscal year 2008, revenues were up by 11% from $676.5 million to $747.9 million.  This growth was driven by strong demand for Bluetooth headsets for the mobile market and increases in sales of office wireless, computer and gaming headsets, and the Clarity line of products.  The growth in these products was partially offset by a decline in revenues from corded products for the Office & Contact Center and mobile markets.

Revenue from office wireless products was up 3% compared to the fourth quarter of 2007 and down slightly sequentially, while revenue from professional grade corded headset revenues was down 5% compared with the fourth quarter of 2007 and down 8% sequentially.  Bluetooth headset sales for the fourth quarter were up by 40% from a year ago.

Gross margin in the fourth quarter was 45.5% compared with 45.1% in the fourth quarter of 2007.  Among the factors driving gross margin higher from the fourth quarter of 2007 was the positive impact of reducing costs on our Bluetooth mobile and office wireless products.  Fourth quarter operating margin was 15.8% compared with 14.5% in the fourth quarter of 2007 due to the higher gross margin and slower growth rate of expenses.

Audio Entertainment Group (AEG) Non-GAAP Results

(Altec Lansing)

Fourth quarter net revenues of $23.4 million were up 8.8% from $21.5 million in the year ago quarter, primarily as a result of new product introductions driving an improvement in the docking audio segment, offset by a decline in PC audio sales.  Fiscal year 2008 revenues were $108.4 million, down from $123.6 million in the prior year.

Gross margin was 15.6% compared with -5.4% in the year-ago quarter and the segment’s operating loss for the fourth quarter of 2008 was $5.5 million compared with $10.5 million for the fourth quarter of 2007.

We believe we are on track to meet the milestones for the launch of new products in the third quarter of fiscal year 2009. The introduction of new products is a key component for AEG to at least reach break-even in the third quarter and for AEG to be on the path to return to profitability and ultimately achieve its target business model.

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 $163.1 million in cash and cash equivalents as of the end of the fiscal year compared with $103.4 million at the end of last year.

Fourth quarter cash flow from operations was over $28 million and fiscal 2008 cash flow from operations was over $102 million with key metrics such as inventory turns flat at 3.8 compared with 3.8 in the fourth quarter of fiscal year 2007 and days sales outstanding at 57 days for the fourth quarter compared to 53 days in the fourth quarter of fiscal year 2007.

Business Outlook

The following statements are based on current expectations.  As described in “Safe Harbor” below, many of these statements are forward-looking.  Actual results are subject to a variety of risks and uncertainties and 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.  With increasing economic uncertainty, our business is even more difficult to forecast than usual.  We are currently expecting revenues for ACG to be somewhat flat and AEG to decrease sequentially in the first quarter. Subject to the foregoing, we are currently expecting the following financial results for the first quarter of fiscal 2009:

·   Net revenues for the first quarter of fiscal 2009 to be in the range of $205 - $210 million; 

·   Non-GAAP consolidated tax rate to be approximately 23%;

·   Non-GAAP earnings per share for the first quarter of fiscal 2009 to be in the range of $0.33 - $0.36; and 

·   The EPS cost of equity compensation pursuant to FAS 123(R) to be approximately $0.06, resulting in

·   GAAP earnings per share of $0.26 to $0.30.

Longer-term Business Model

During fiscal 2008, Plantronics achieved a non-GAAP operating margin of 11.6%, compared with an operating margin target range of 15 to 18%.  The target non-GAAP operating margin range for ACG is 18 to 20% and for AEG is 5 to 10%.  By reducing the losses in AEG, we expect to increase our overall operating margin in fiscal 2009 compared to fiscal 2008, but we do not expect to reach the target range.  We do believe the business model remains intact and is achievable and that we can reach this range by fiscal 2011.

In fiscal 2009, we expect the economic environment in North America will be a challenge for our ACG segment, but we intend to continue to lower costs and work to improve our gross profit margin.  We also intend to hold operating expenses fairly flat so that we can achieve some increase in operating profit even if revenue growth is weak.

In AEG, we expect to reduce our losses in fiscal 2009 from fiscal 2008.  While we continue to believe that the right long-term target model is 5 to 10% operating margin for consumer audio businesses such as AEG, we do not expect to be within that range for fiscal 2009  and we do not expect to be profitable for the entire year. We aim to achieve the target range for AEG in fiscal 2011.

We believe the key drivers to achieve the longer-term business model include volume growth particularly as it relates to AEG, lower transformation costs, effective supply chain re-engineering and the utilization of common product platforms.

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, April 29 at 2:00 PM (PDT). 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 #20285343 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, and the web cast of the conference call will remain available at the Plantronics Web site for thirty days.

A new corporate presentation is available on the investor relations section of the corporate website www.plantronics.com.

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, and our estimates of net revenues, margins, operating expenses, tax rate and earnings for the first quarter of fiscal 2009; and our belief in meeting our long-term target operating model by fiscal year 2011.  These forward-looking statements involve a number of risks and uncertainties, and are based on current information and management judgment.  Plantronics does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

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 both the domestic and international markets;

·   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 States or 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 of the AEG Asian operations 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 Condensed Statements of Operations by Segment

·   Unaudited GAAP to Non-GAAP Statements of Operations Reconciliations for the three and twelve months ended March 29, 2008

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

·   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						Year Ended
	March 31,						March 31,
	2007			2008			2007			2008
Net revenues	$	194,716		$	208,743		$	800,154		$	856,286
Cost of revenues		119,246			121,397			491,339			507,181
Gross profit		75,470			87,346			308,815			349,105
Gross profit %		38.8	%		41.8	%		38.6	%		40.8	%
Research, development and engineering		18,462			18,978			71,895			76,982
Selling, general and administrative		47,524			48,680			182,108			189,156
Restructuring and other related charges		-			702			-			3,584
Gain on sale of land		-			-			(2,637	)		-
Total operating expenses		65,986			68,360			251,366			269,722
Operating income		9,484			18,986			57,449			79,383
Operating income %		4.9	%		9.1	%		7.2	%		9.3	%
Interest and other income (expense), net		1,344			543			4,089			5,854
Income before income taxes		10,828			19,529			61,538			85,237
Income tax expense		691			1,739			11,395			16,842
Net income	$	10,137		$	17,790		$	50,143		$	68,395
% of net revenues		5.2	%		8.5	%		6.3	%		8.0	%
Diluted earnings per common share	$	0.21		$	0.36		$	1.04		$	1.39
Shares used in diluted per share calculations		48,218			48,994			48,020			49,090
Tax rate		6.4	%		8.9	%		18.5	%		19.8	%
UNAUDITED CONSOLIDATED BALANCE SHEETS
	March 31,			March 31,
	2007			2008
ASSETS
Cash and cash equivalents	$	94,131		$	163,091
Short-term investments		9,234			-
Total cash, cash equivalents, and
short-term investments		103,365			163,091
Accounts receivable, net		113,758			131,493
Inventory		126,605			127,088
Deferred income taxes		12,659			13,760
Other current assets		18,474			14,771
Total current assets		374,861			450,203
Long-term investments		-			25,136
Property, plant and equipment, net		97,259			98,530
Intangibles, net		100,120			91,511
Goodwill		72,825			69,171
Other assets		6,239			6,842
	$	651,304		$	741,393
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	49,956		$	47,896
Accrued liabilities		54,025			67,318
Income taxes payable		12,476			-
Total current liabilities		116,457			115,214
Deferred tax liability		37,344			32,570
Long-term income taxes payable		-			14,137
Other long-term liabilities		696			852
Total liabilities		154,497			162,773
Stockholders' equity		496,807			578,620
	$	651,304		$	741,393

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AUDIO COMMUNICATIONS GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Year Ended
	March 31,						March 31,
	2007			2008			2007			2008
Net revenues	$	173,233		$	185,361		$	676,514		$	747,935
Cost of revenues		96,589			101,647			381,034			403,863
Gross profit		76,644			83,714			295,480			344,072
Gross profit %		44.2	%		45.2	%		43.7	%		46.0	%
Research, development and engineering		15,886			16,211			61,583			65,733
Selling, general and administrative		40,517			42,044			151,857			163,173
Gain on sale of land		-			-			(2,637	)		-
Total operating expenses		56,403			58,255			210,803			228,906
Operating income	$	20,241		$	25,459		$	84,677		$	115,166
Operating income %		11.7	%		13.7	%		12.5	%		15.4	%

AUDIO ENTERTAINMENT GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Year Ended
	March 31,						March 31,
	2007			2008			2007			2008
Net revenues	$	21,483		$	23,382		$	123,640		$	108,351
Cost of revenues		22,657			19,750			110,305			103,318
Gross profit (loss)		(1,174	)		3,632			13,335			5,033
Gross profit (loss) %		(5.5	)%		15.5	%		10.8	%		4.6	%
Research, development and engineering		2,576			2,767			10,312			11,249
Selling, general and administrative		7,007			6,636			30,251			25,983
Restructuring and other related charges		-			702			-			3,584
Total operating expenses		9,583			10,105			40,563			40,816
Operating loss	$	(10,757	)	$	(6,473	)	$	(27,228	)	$	(35,783	)
Operating loss %		(50.1	)%		(27.7	)%		(22.0	)%		(33.0	)%

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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										Year Ended
	March 31, 2008										March 31, 2008
	GAAP				Excluded			Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	208,743		$	-			$	208,743		$	856,286		$	-			$	856,286
Cost of revenues		121,397			(612	)	(1)		120,785			507,181			(2,991	)	(2)		504,190
Gross profit		87,346			612				87,958			349,105			2,991				352,096
Gross profit %		41.8	%						42.1	%		40.8	%						41.1	%
Research, development and engineering		18,978			(911	)	(1)		18,067			76,982			(3,552	)	(1)		73,430
Selling, general and administrative		48,680			(2,523	)	(1)		46,157			189,156			(9,966	)	(1)		179,190
Restructuring and other related charges		702			(702	)	(3)		-			3,584			(3,584	)	(3)		-
Total operating expenses		68,360			(4,136	)			64,224			269,722			(17,102	)			252,620
Operating income		18,986			4,748				23,734			79,383			20,093				99,476
Operating income %		9.1	%						11.4	%		9.3	%						11.6	%
Interest and other  income (expense), net		543			-				543			5,854			-				5,854
Income before income taxes		19,529			4,748				24,277			85,237			20,093				105,330
Income tax expense		1,739			1,360				3,099			16,842			5,369				22,211
Net income	$	17,790		$	3,388			$	21,178		$	68,395		$	14,724			$	83,119
% of net revenues		8.5	%						10.1	%		8.0	%						9.7	%
Diluted earnings per common share	$	0.36		$	0.07			$	0.43		$	1.39		$	0.30			$	1.69
Shares used in diluted per share calculations		48,994			48,994				48,994			49,090			49,090				49,090

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Year Ended
	March 31, 2008										March 31, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	185,361		$	-			$	185,361		$	747,935		$	-			$	747,935
Cost of revenues		101,647			(586	)	(1)		101,061			403,863			(2,386	)	(1)		401,477
Gross profit		83,714			586				84,300			344,072			2,386				346,458
Gross profit %		45.2	%						45.5	%		46.0	%						46.3	%
Research, development and engineering		16,211			(880	)	(1)		15,331			65,733			(3,420	)	(1)		62,313
Selling, general and administrative		42,044			(2,315	)	(1)		39,729			163,173			(9,174	)	(1)		153,999
Total operating expenses		58,255			(3,195	)			55,060			228,906			(12,594	)			216,312
Operating income	$	25,459		$	3,781			$	29,240		$	115,166		$	14,980			$	130,146
Operating income %		13.7	%						15.8	%		15.4	%						17.4	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Year Ended
	March 31, 2008										March 31, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	23,382		$	-			$	23,382		$	108,351		$	-			$	108,351
Cost of revenues		19,750			(26	)	(1)		19,724			103,318			(605	)	(2)		102,713
Gross profit		3,632			26				3,658			5,033			605				5,638
Gross profit %		15.5	%						15.6	%		4.6	%						5.2	%
Research, development and engineering		2,767			(31	)	(1)		2,736			11,249			(132	)	(1)		11,117
Selling, general and administrative		6,636			(208	)	(1)		6,428			25,983			(792	)	(1)		25,191
Restructuring and other related charges		702			(702	)	(3)		-			3,584			(3,584	)	(3)		-
Total operating expenses		10,105			(941	)			9,164			40,816			(4,508	)			36,308
Operating loss	$	(6,473	)	$	967			$	(5,506	)	$	(35,783	)	$	5,113			$	(30,670	)
Operating loss %		(27.7	)%						(23.5	)%		(33.0	)%						(28.3	)%

(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										Year Ended
	March 31, 2007										March 31, 2007
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	194,716		$	-			$	194,716		$	800,154		$	-			$	800,154
Cost of revenues		119,246			(1,508	)	(1)		117,738			491,339			(3,708	)	(1)		487,631
Gross profit		75,470			1,508				76,978			308,815			3,708				312,523
Gross profit %		38.8	%						39.5	%		38.6	%						39.1	%
Research, development and engineering		18,462			(992	)	(1)		17,470			71,895			(3,835	)	(1)		68,060
Selling, general and administrative		47,524			(2,613	)	(1)		44,911			182,108			(10,176	)	(1)		171,932
Gain on sale of land		-			-				-			(2,637	)		2,637		(2)		-
Total operating expenses		65,986			(3,605	)			62,381			251,366			(11,374	)			239,992
Operating income		9,484			5,113				14,597			57,449			15,082				72,531
Operating income %		4.9	%						7.5	%		7.2	%						9.1	%
Interest and other  income (expense), net		1,344			-				1,344			4,089			-				4,089
Income before income taxes		10,828			5,113				15,941			61,538			15,082				76,620
Income tax expense		691			1,816				2,507			11,395			4,901				16,296
Net income	$	10,137		$	3,297			$	13,434		$	50,143		$	10,181			$	60,324
% of net revenues		5.2	%						6.9	%		6.3	%						7.5	%
Diluted earnings per common share	$	0.21		$	0.07			$	0.28		$	1.04		$	0.21			$	1.26
Shares used in diluted per share calculations		48,218			48,218				48,218			48,020			48,020				48,020

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Year Ended
	March 31, 2007										March 31, 2007
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	173,233		$	-			$	173,233		$	676,514		$	-			$	676,514
Cost of revenues		96,589			(1,489	)	(1)		95,100			381,034			(3,656	)	(1)		377,378
Gross profit		76,644			1,489				78,133			295,480			3,656				299,136
Gross profit %		44.2	%						45.1	%		43.7	%						44.2	%
Research, development and engineering		15,886			(959	)	(1)		14,927			61,583			(3,735	)	(1)		57,848
Selling, general and administrative		40,517			(2,398	)	(1)		38,119			151,857			(9,500	)	(1)		142,357
Gain on sale of land		-			-				-			(2,637	)		2,637		(2)		-
Total operating expenses		56,403			(3,357	)			53,046			210,803			(10,598	)			200,205
Operating income	$	20,241		$	4,846			$	25,087		$	84,677		$	14,254			$	98,931
Operating income %		11.7	%						14.5	%		12.5	%						14.6	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Year Ended
	March 31, 2007										March 31, 2007
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	21,483		$	-			$	21,483		$	123,640		$	-			$	123,640
Cost of revenues		22,657			(19	)	(1)		22,638			110,305			(52	)	(1)		110,253
Gross profit (loss)		(1,174	)		19				(1,155	)		13,335			52				13,387
Gross profit (loss) %		(5.5	)%						(5.4	)%		10.8	%						10.8	%
Research, development and engineering		2,576			(33	)	(1)		2,543			10,312			(100	)	(1)		10,212
Selling, general and administrative		7,007			(215	)	(1)		6,792			30,251			(676	)	(1)		29,575
Total operating expenses		9,583			(248	)			9,335			40,563			(776	)			39,787
Operating loss	$	(10,757	)	$	267			$	(10,490	)	$	(27,228	)	$	828			$	(26,400	)
Operating loss %		(50.1	)%						(48.8	)%		(22.0	)%						(21.4	)%

(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.

- 11 - - 

Summary of Unaudited Statements of Operations and Related Data (1)
		Q107			Q207			Q307			Q407		FY07				Q108			Q208			Q308			Q408		FY08
Net revenues	$	195,069		$	194,934		$	215,435		$	194,716		$	800,154		$	206,495		$	208,224		$	232,824		$	208,743		$	856,286
Cost of revenues		118,681			117,357			133,855			117,738			487,631			122,308			122,639			138,458			120,785			504,190
Gross profit		76,388			77,577			81,580			76,978			312,523			84,187			85,585			94,366			87,958			352,096
Gross profit %		39.2	%		39.8	%		37.9	%		39.5	%		39.1	%		40.8	%		41.1	%		40.5	%		42.1	%		41.1	%
Research, development and engineering		17,633			16,055			16,903			17,470			68,061			18,560			18,353			18,450			18,067			73,430
Selling, general and administrative		41,832			41,570			43,618			44,911			171,931			43,567			43,659			45,807			46,157			179,190
Operating expenses		59,465			57,625			60,521			62,381			239,992			62,127			62,012			64,257			64,224			252,620
Operating income		16,923			19,952			21,059			14,597			72,531			22,060			23,573			30,109			23,734			99,476
Operating income %		8.7	%		10.2	%		9.8	%		7.5	%		9.1	%		10.7	%		11.3	%		12.9	%		11.4	%		11.6	%
Income before income taxes		17,908			20,219			22,552			15,941			76,620			23,394			25,366			32,293			24,277			105,330
Income tax expense		4,261			5,049			4,479			2,507			16,296			5,615			6,087			7,410			3,099			22,211
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	%		12.8	%		21.1	%
Net income	$	13,647		$	15,170		$	18,073		$	13,434		$	60,324		$	17,779		$	19,279		$	24,883		$	21,178		$	83,119
Diluted shares outstanding		48,268			47,626			47,922			48,218			48,020			48,681			49,310			49,533			48,994			49,090
EPS	$	0.28		$	0.32		$	0.38		$	0.28		$	1.26		$	0.37		$	0.39		$	0.50		$	0.43		$	1.69
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		$	125,379		$	519,958
Mobile		35,806			33,199			43,080			34,774			146,859			41,238			35,859			48,788			45,995			171,880
Gaming and Computer		7,289			7,727			8,364			6,782			30,162			6,485			8,277			10,449			8,401			33,612
Other specialty products		6,375			6,294			6,787			4,713			24,169			5,644			5,554			5,701			5,586			22,485
Audio Entertainment Group		31,332			31,900			38,924			21,483			123,640			20,923			27,177			36,869			23,382			108,351
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		$	124,535		$	521,148
International		68,341			72,372			89,611			79,279			309,603			75,387			81,825			93,718			84,208			335,138
Balance Sheet accounts and metrics:
Accounts receivable, net	$	121,702		$	118,646		$	131,735		$	113,758		$	113,758		$	121,705		$	128,705		$	136,550		$	131,493		$	131,493
Days sales outstanding		56			55			55			53						53			56			53			57
Inventory, net	$	135,979		$	139,426		$	134,263		$	126,605		$	126,605		$	136,253		$	133,516		$	131,320		$	127,088		$	127,088
Inventory turns		3.5			3.4			4.0			3.8						3.6			3.7			4.2			3.8
(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 PDT April 29, 2008

Santa Cruz, CA–April 29, 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 June 10, 2008 to stockholders of record at the close of business on May 9, 2008.

“We generated over $28 million in cash flows from operations in the fourth 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