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 27, 2009

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 27, 2009 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 2009 which ended December 27, 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 and 99.2 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 27, 2009 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, 2009 to stockholders of record at the close of business on February 10, 2009.

A copy of the press release is attached as Exhibit 99.2 to this report.

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 27, 2009, entitled “Plantronics Announces Third Quarter Results ”
99.2	Press release issued by Plantronics, Inc. dated January 27, 2009, 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 27, 2009	By:	/s/ Barbara Scherer
		Barbara Scherer
		Senior Vice President and Chief Financial Officer

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EX-99.1

PRESS RELEASE

FOR INFORMATION, CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533     FOR RELEASE at 1 P.M. PST January 27, 2009

Plantronics Announces Third Quarter Results

SANTA CRUZ, CA – January 27, 2009 - Plantronics, Inc. (NYSE: PLT) today announced third quarter fiscal 2009 net revenues of $182.8 million compared with $232.8 million in the third quarter of fiscal 2008.  Plantronics' GAAP diluted loss per share was $1.90 in the third quarter of fiscal 2009 compared with earnings per share of $0.39 in the same quarter of the prior year.  Non-GAAP diluted earnings per share for the current quarter was $0.08 compared with $0.53 in the third quarter of fiscal 2008.  The Company took a $117.5 million non-cash asset impairment charge on the carrying value of some of its goodwill and long-lived assets exclusive of the $23.9 million related tax benefit.The difference between GAAP and non-GAAP earnings per share for the current quarter includes goodwill and asset impairment charges, purchase accounting amortization, restructuring and other related costs, the cost of stock-based compensation, and the release of tax reserves due to expiration of certain statutes of limitation. 

“Worsening economic conditions affected all parts of our business and make us cautious about the outlook for fiscal 2010.  As announced on January 14th, we have taken significant steps to reduce our cost structure with the objective of being profitable and cash flow positive through this economic cycle while continuing to focus on core strategic initiatives such as Unified Communications.  Our focus on inventory reduction in the December quarter resulted in a reduction of more than $25 million or approximately 16%, and enabled us to remain cash flow positive in the quarter,” said Ken Kannappan, President and CEO.  “We’ve made progress in our consumer businesses by introducing competitive products, gaining market share and reducing costs.  However, it’s clear that this economic cycle will require further actions to improve profitability and we are actively evaluating our alternatives,” Kannappan concluded.

Audio Communications Group (ACG) Non-GAAP Results

(Office & Contact Center, Mobile, Gaming and Computer, Other)

Comparisons are to the Same Quarter in the Prior Year

Third quarter fiscal 2009 net revenues of $152.6 million were down 22.1% compared with $196.0 million, with weakness in all geographies and product groups other than our Clarity products.  Office and Contact Center revenue of $101.7 million declined 22.4%, with office corded products revenue declining 21% while office cordless products revenue declined 24%.  Bluetooth headset revenue was $33.6 million, down 22%, and Gaming & Computer products revenue was $8.5 million, down 18%.

Gross margin in the third quarter of fiscal 2009 was 40.1% compared with 46.2% in the year-ago quarter.  The lower gross margin was due to poor overall factory utilization and lower Bluetooth gross margin as the result of higher warranty costs.  Operating income decreased to $9.0 million from $35.4 million, and the operating margin was 5.9% compared with 18.1%.  Operating expenses declined by 5.4% from $55.2 million to $52.2 million.

The Company continues to believe that the implementation of Unified Communications (UC) technologies by large corporations will be a significant long-term driver of office headset adoption, and as a result, a key long-term driver of revenue and profit growth.  "Despite weak economic conditions, trial deployments of UC solutions and headsets continue to grow, with some evidence that the cost savings and productivity enhancements derived from UC are driving the expansion of existing deployments in both the U.S. and Europe.  This is encouraging, but further growth during the recession may be unlikely," stated Kannappan.

Audio Entertainment Group (AEG) Non-GAAP Results

(Docking Audio, PC Audio, Other)

Comparisons are to the Same Quarter in the Prior Year

Third quarter fiscal 2009 net revenues of $30.2 million were down 18.0% from $36.9 million driven by the exceptionally weak holiday season in the U.S. and weak consumer spending globally.  As a result of this, all product lines were down versus the year ago quarter despite better product placements.

Gross margin declined from $5.0 million to $1.1 million or, 13.5% to 3.6% as a result of higher requirements for inventory provisions and makers’ claims, foreign exchange, and the overall composition of revenue.  Relative to our internal plans and the related guidance for the quarter, the principal factors which caused the shortfall in gross profit were rework and expediting costs on a key product line, the negative impact of foreign exchange movements and the composition of revenue.

Operating expenses declined 28.5% from $8.3 million to $5.9 million.  Despite the progress on the cost structure, the operating loss increased from $3.3 million to $4.8 million as a result of the lower gross margin.

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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.  On January 14, 2009, we announced a series of actions to lower our cost structure and improve efficiencies.  These actions include a restructuring plan to reduce our worldwide workforce by approximately 18% in comparison to September 30, 2008, along with other cost cutting measures including management salary reductions and decreases in other operating expenses.  As a result of the reduction in the worldwide workforce, we expect to record restructuring and other related charges, primarily for employee termination benefits, of approximately $7.7 to $8.2 million in total, of which $1 million was recognized in the third quarter.  We expect the balance of $6.7 million to $7.2 million to be recognized in the fourth quarter of fiscal 2009.  Annualized savings from the cost reductions are expected to be over $50 million in fiscal 2010 compared with our annualized expenditure level in the second quarter of fiscal 2009.  In addition, the Company plans an approximate 50% reduction in capital expenditures for fiscal year 2010.

Revenues in all portions of our business are expected to decline in the fourth quarter.  Gross margins are expected to be under pressure due to lower production, a weak demand environment and competitive pricing in the Bluetooth segment.  Non-GAAP operating expenses are expected to decline further in the fourth quarter as a result of the restructuring activities announced on January 14, 2009.  In addition the company remains committed to managing expenses in line with its goal of remaining profitable and positive cash flow generation.

Subject to the foregoing, we are currently expecting the following financial results for the fourth quarter of fiscal 2009:

·   Net revenues for the fourth quarter of fiscal 2009 to be in the range of $125 - $135 million; 

·   A Non-GAAP operating loss of $4 - $10 million;

·   A GAAP loss.

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 2009 results or by other public disclosure.  Any statements by persons outside Plantronics speculating on the progress of the fourth quarter fiscal year 2009 will not be based on internal company information and should be assessed accordingly by investors.

Conference Call Scheduled to Discuss Actual Financial Results

Plantronics has scheduled a conference call to discuss third quarter results.  The conference call will take place Tuesday, January 27 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 #60282103 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.

Use of Non-GAAP Financial Information

Plantronics excludes non-recurring transactions and non-cash expenses and charges such as restructuring and other related charges, certain tax credits and the release of certain tax reserves,  stock-based compensation expenses related to stock options, awards and employee stock purchases, purchase accounting amortization and goodwill and long-lived asset impairment charges 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.

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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, including statements relating to (i) our restructuring plan, (ii) our expectation that we will incur approximately $7.7 to $8.2 million in related restructuring charges and the timing of such charges,  (iii) our expectation that we will realize annualized savings from cost reductions of over $50 million,  (iv) our expectations regarding our capital expenditures, (v) our objective to maintain our profitability, be cash flow positive and increase our competitive position, (vi) our ability to continue to focus on certain strategic initiatives, (vii) further actions we may take to improve profitability, (viii) the future of Unified Communications technologies, including their implementation, growth in deployments and the effect on headset adoption, (ix) our position in the Unified Communications market, (x) our estimate of revenue for the fourth quarter of fiscal 2009, and (xi) our estimate of GAAP and Non-GAAP financial results  for the fourth quarter of fiscal 2009 and related components of earnings per share, as well as other matters discussed in this press release that are not purely historical data. Plantronics does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contemplated by such statements.

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

·   All aspects of our business 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 each of our product groups will continue to be negatively affected as a result of the recession in the United States or global economy;

·   Fluctuations in foreign exchange rates;

·   The bankruptcy of additional distributors or key customers or the bankruptcy of or reduction in capacity of our key suppliers; 

·   Additional actions we take may affect GAAP results;

·   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;

·   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, additional  impairment losses must be recognized which would adversely affect our financial results;

·   We have experienced volatility in prices from our suppliers, including our manufacturers located in China, and in light of the uncertainties of the economy in the United States and around the world, which could negatively affect profitability and/or market share; and

·   Additional risk factors include: interruption in the supply of sole-sourced critical components, continuity of component supply at costs consistent with our plans, the inherent risks of our substantial foreign operations, and problems which might affect our manufacturing facilities in Mexico or in China.

For more information concerning these and other possible risks, please refer to the Company’s Annual Report on Form 10-K filed May 27, 2008, 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.

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 nine months ended December 31, 2008 and December 31, 2007

·   Summary Unaudited Statements of Operations and Related Data on a Non-GAAP Basis

About Plantronics

In 1969, a Plantronics headset carried the historic third 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 and percentages)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2008			2007			2008
Net revenues	$	232,824		$	182,836		$	647,543		$	618,856
Cost of revenues		139,067			121,971			385,784			373,339
Gross profit		93,757			60,865			261,759			245,517
Gross profit %		40.3	%		33.3	%		40.4	%		39.7	%
Research, development and engineering		19,308			18,664			58,004			57,209
Selling, general and administrative		48,424			43,202			140,476			139,345
Restructuring and other related charges		2,882			1,048			2,882			1,283
Impairment of goodwill and long-lived assets		-			117,464			-			117,464
Total operating expenses		70,614			180,378			201,362			315,301
Operating income (loss)		23,143			(119,513	)		60,397			(69,784	)
Operating income (loss) %		9.9	%		(65.4	%)		9.3	%		(11.3	%)
Interest and other income (expense), net		2,184			(1,499	)		5,311			(3,129	)
Income (loss) before income taxes		25,327			(121,012	)		65,708			(72,913	)
Income tax expense (benefit)		6,219			(29,003	)		15,103			(19,046	)
Net income (loss)	$	19,108		$	(92,009	)	$	50,605		$	(53,867	)
% of net revenues		8.2	%		(50.3	%)		7.8	%		(8.7	%)
Basic earnings (loss) per common share	$	0.39		$	(1.90	)	$	1.05		$	(1.11	)
Diluted earnings (loss) per common share	$	0.39		$	(1.90	)	$	1.03		$	(1.11	)
Shares used in basic per share calculations		48,379			48,449			48,110			48,641
Shares used in diluted per share calculations		49,533			48,449			49,148			48,641
Tax rate		24.6	%		24.0	%		23.0	%		26.1	%
UNAUDITED CONSOLIDATED BALANCE SHEETS
	March 31,			December 31,
	2008			2008
ASSETS
Cash and cash equivalents	$	163,091		$	153,452
Short-term investments		-			29,965
Total cash, cash equivalents, and short-term investments		163,091			183,417
Accounts receivable, net		131,493			106,463
Inventory		127,088			137,563
Deferred income taxes		13,760			12,472
Other current assets		14,771			28,385
Total current assets		450,203			468,300
Long-term investments		25,136			24,016
Property, plant and equipment, net		98,530			98,440
Intangibles, net		91,511			27,192
Goodwill		69,171			13,996
Other assets		6,842			9,516
	$	741,393		$	641,460
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	47,896		$	32,157
Accrued liabilities		67,318			56,284
Total current liabilities		115,214			88,441
Deferred tax liability		32,570			5,611
Long-term income taxes payable		14,137			11,925
Other long-term liabilities		852			885
Total liabilities		162,773			106,862
Stockholders' equity		578,620			534,598
	$	741,393		$	641,460

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AUDIO COMMUNICATIONS GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2008			2007			2008
Net revenues	$	195,955		$	152,616		$	562,574		$	546,492
Cost of revenues		106,257			92,199			302,216			304,159
Gross profit		89,698			60,417			260,358			242,333
Gross profit %		45.8	%		39.6	%		46.3	%		44.3	%
Research, development and engineering		16,544			16,645			49,522			50,721
Selling, general and administrative		42,103			38,579			121,129			123,887
Restructuring and other related charges		-			288			-			288
Total operating expenses		58,647			55,512			170,651			174,896
Operating income	$	31,051		$	4,905		$	89,707		$	67,437
Operating income %		15.8	%		3.2	%		15.9	%		12.3	%

AUDIO ENTERTAINMENT GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2007			2008			2007			2008
Net revenues	$	36,869		$	30,220		$	84,969		$	72,364
Cost of revenues		32,810			29,772			83,568			69,180
Gross profit		4,059			448			1,401			3,184
Gross profit %		11.0	%		1.5	%		1.6	%		4.4	%
Research, development and engineering		2,764			2,019			8,482			6,488
Selling, general and administrative		6,321			4,623			19,347			15,458
Restructuring and other related charges		2,882			760			2,882			995
Impairment of goodwill and long-lived assets		-			117,464			-			117,464
Total operating expenses		11,967			124,866			30,711			140,405
Operating loss	$	(7,908	)	$	(124,418	)	$	(29,310	)	$	(137,221	)
Operating loss %		(21.4	%)		(411.7	%)		(34.5	%)		(189.6	%)

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PLANTRONICS, INC.
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data and percentages)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2008										December 31, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	182,836		$	-			$	182,836		$	618,856		$	-			$	618,856
Cost of revenues		121,971			(1,390	)	(1)		120,581			373,339			(5,004	)	(1)		368,335
Gross profit		60,865			1,390				62,255			245,517			5,004				250,521
Gross profit %		33.3	%						34.0	%		39.7	%						40.5	%
Research, development and engineering		18,664			(854	)	(1)		17,810			57,209			(2,928	)	(1)		54,281
Selling, general and administrative		43,202			(2,931	)	(1)		40,271			139,345			(9,761	)	(1)		129,584
Restructuring and other related charges		1,048			(1,048	)	(2)		-			1,283			(1,283	)	(2)		-
Impairment of goodwill and long-lived assets		117,464			(117,464	)	(3)		-			117,464			(117,464	)	(3)		-
Total operating expenses		180,378			(122,297	)			58,081			315,301			(131,436	)			183,865
Operating income (loss)		(119,513	)		123,687				4,174			(69,784	)		136,440				66,656
Operating income (loss) %		(65.4	%)						2.3	%		(11.3	%)						10.8	%
Interest and other income (expense), net		(1,499	)		-				(1,499	)		(3,129	)		-				(3,129	)
Income (loss) before income taxes		(121,012	)		123,687				2,675			(72,913	)		136,440				63,527
Income tax expense (benefit)		(29,003	)		27,665		(4)		(1,338	)		(19,046	)		33,739		(5)		14,693
Net income (loss)	$	(92,009	)	$	96,022			$	4,013		$	53,867		$	102,701			$	48,834
% of net revenues		(50.3	%)						2.2	%		(8.7	%)						7.9	%
Diluted earnings (loss) per common share	$	(1.90	)	$	1.98			$	0.08		$	(1.11	)	$	2.11			$	1.00
Shares used in diluted per share calculations		48,449			48,449				48,449			48,641			48,641				48,641

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2008										December 31, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	152,616		$	-			$	152,616		$	546,492		$	-			$	546,492
Cost of revenues		92,199			(758	)	(1)		91,441			304,159			(2,549	)	(1)		301,610
Gross profit		60,417			758				61,175			242,333			2,549				244,882
Gross profit %		39.6	%						40.1	%		44.3	%						44.8	%
Research, development and engineering		16,645			(821	)	(1)		15,824			50,721			(2,815	)	(1)		47,906
Selling, general and administrative		38,579			(2,224	)	(1)		36,355			123,887			(7,389	)	(1)		116,498
Restructuring and other related charges		288			(288	)	(2)		-			288			(288	)	(2)		-
Total operating expenses		55,512			(3,333	)			52,179			174,896			(10,492	)			164,404
Operating income	$	4,905		$	4,091			$	8.996		$	67,437		$	13,041			$	80,478
Operating income %		3.2	%						5.9	%		12.3	%						14.7	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Nine Months Ended
	December 31, 2008										December 31, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	30,220		$	-			$	30,220		$	72,364		$	-			$	72,364
Cost of revenues		29,772			(632	)	(1)		29,140			69,180			(2,455	)	(1)		66,725
Gross profit		448			632				1,080			3,184			2,455				5,639
Gross profit %		1.5	%						3.6	%		4.4	%						7.8	%
Research, development and engineering		2,019			(33	)	(1)		1,986			6,488			(113	)	(1)		6,375
Selling, general and administrative		4,623			(707	)	(1)		3,916			15,458			(2,372	)	(1)		13,086
Restructuring and other related charges		760			(760	)	(2)		-			995			(995	)	(2)		-
Impairment of goodwill and long-lived assets		117,464			(117,464	)	(3)		-			117,464			(117,464	)	(3)		-
Total operating expenses		124,866			(118,964	)			5,902			140,405			(120,944	)			19,461
Operating loss	$	(124,418	)	$	119,596			$	(4,822	)	$	(137,221	)	$	123,399			$	(13,822	)
Operating loss %		(411.7	%)						(16.0	%)		(189.6	%)						(19.1	%)

- 9 - -

(1) Excluded amount represents stock-based compensation and purchase accounting amortization.

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

(3) Excluded amount represents impairment of goodwill and long-lived assets.

(4) Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization, restructuring and other related charges, impairment of goodwill and long-lived assets and $2,078 related to a tax benefit from expiration of certain statutes of limitations.

(5) Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization, restructuring and other related charges, impairment of goodwill and long-lived assets and $3,813 related to a tax benefit from expiration of certain statutes of limitations.

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-recurring and non-cash expenses and charges, such as restructuring and other related charges, certain tax credits and the release of certain tax reserves, stock-based compensation expenses related to stock options, awards and employee stock purchases under FAS 123(R), purchase accounting amortization and impairment of goodwill and long-lived assets. Plantronics does not believe these expenses and charges are reflective of ongoing operating results and are not part of our 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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PLANTRONICS, INC.
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except per share data and percentages)
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			(1,776	)	(1)		137,291			385,784			(5,948	)	(2)		379,836
Gross profit		93,757			1,776				95,533			261,759			5,948				267,707
Gross profit %		40.3	%						41.0	%		40.4	%						41.3	%
Research, development and engineering		19,308			(909	)	(1)		18,399			58,004			(2,794	)	(1)		55,210
Selling, general and administrative		48,424			(3,405	)	(1)		45,019			140,476			(9,813	)	(1)		130,663
Restructuring and other related charges		2,882			(2,882	)	(3)		-			2,882			(2,882	)	(3)		-
Total operating expenses		70,614			(7,196	)			63,418			201,362			(15,489	)			185,873
Operating income		23,143			8,972				32,115			60,397			21,437				81,834
Operating income %		9.9	%						13.8	%		9.3	%						12.6	%
Interest and other income, net		2,184			-				2,184			5,311			-				5,311
Income before income taxes		25,327			8,972				34,299			65,708			21,437				87,145
Income tax expense		6,219			1,953		(4)		8,172			15,103			6,324		(5)		21,427
Net income	$	19,108		$	7,019			$	26,127		$	50,605		$	15,113			$	65,718
% of net revenues		8.2	%						11.2	%		7.8	%						10.1	%
Diluted earnings per common share	$	0.39		$	0.14			$	0.53		$	1.03		$	0.31			$	1.34
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 except percentages)
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			(871	)	(1)		105,386			302,216			(2,402	)	(1)		299,814
Gross profit		89,698			871				90,569			260,358			2,402				262,760
Gross profit %		45.8	%						46.2	%		46.3	%						46.7	%
Research, development and engineering		16,544			(874	)	(1)		15,670			49,522			(2,693	)	(1)		46,829
Selling, general and administrative		42,103			(2,613	)	(1)		39,490			121,129			(7,178	)	(1)		113,951
Total operating expenses		58,647			(3,487	)			55,160			170,651			(9,871	)			160,780
Operating income	$	31,051		$	4,358			$	35,409		$	89,707		$	12,273			$	101,980
Operating income %		15.8	%						18.1	%		15.9	%						18.1	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands except percentages)
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			(905	)	(1)		31,905			83,568			(3,546	)	(2)		80,022
Gross profit (loss)		4,059			905				4,964			1,401			3,546				4,947
Gross profit (loss) %		11.0	%						13.5	%		1.6	%						5.8	%
Research, development and engineering		2,764			(35	)	(1)		2,729			8,482			(101	)	(1)		8,381
Selling, general and administrative		6,321			(792	)	(1)		5,529			19,347			(2,635	)	(1)		16,712
Restructuring and other related charges		2,882			(2,882	)	(3)		-			2,882			(2,882	)	(3)		-
Total operating expenses		11,967			(3,709	)			8,258			30,711			(5,618	)			25,093
Operating loss	$	(7,908	)	$	4,614			$	(3,294	)	$	(29,310	)	$	9,164			$	(20,146	)
Operating loss %		(21.4	%)						(8.9	%)		(34.5	%)						(23.7	%)

- 11 - -

(1) Excluded amount represents stock-based compensation and purchase accounting amortization.

(2) Excluded amount represents stock-based compensation, purchase accounting amortization and $517 related to the impairment of a long-lived asset.

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

(4) Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization and restructuring and other related charges.

(5) Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization, restructuring and other related charges and impairment of a long-lived asset.

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-recurring and non-cash expenses and charges, such as restructuring and other related charges, certain tax credits and the release of certain tax reserves, stock-based compensation expenses related to stock options, awards and employee stock purchases under FAS 123(R), purchase accounting amortization and impairment of goodwill and long-lived assets. Plantronics does not believe these expenses and charges are reflective of ongoing operating results and are not part of our 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)
		Q108			Q208			Q308			Q408		FY08				Q109			Q209			Q309
Net revenues	$	206,495		$	208,224		$	232,824		$	208,743		$	856,286		$	219,164		$	216,856		$	182,836
Cost of revenues		121,107			121,438			137,291			119,618			499,454			126,464			121,290			120,581
Gross profit		85,388			86,786			95,533			89,125			356,832			92,700			95,566			62,255
Gross profit %		41.4	%		41.7	%		41.0	%		42.7	%		41.7	%		42.3	%		44.1	%		34.0	%
Research, development and engineering		18,509			18,302			18,399			18,016			73,226			18,660			17,811			17,810
Selling, general and administrative		42,776			42,868			45,019			45,368			176,031			44,980			44,333			40,271
Operating expenses		61,285			61,170			63,418			65,384			249,257			63,640			62,144			58,081
Operating income		24,103			25,616			32,115			25,741			107,575			29,060			33,422			4,174
Operating income %		11.7	%		12.3	%		13.8	%		12.3	%		12.6	%		13.3	%		15.4	%		2.3	%
Income before income taxes		25,437			27,409			34,299			26,284			113,429			30,600			30,252			2,675
Income tax expense (benefit)		6,391			6,864			8,172			3,862			25,289			7,339			8,692			(1,338	)
Income tax expense (benefit) as a percent
of income before taxes		25.1	%		25.0	%		23.8	%		14.7	%		22.3	%		24.0	%		28.7	%		(50.0	%)
Net income	$	19,046		$	20,545		$	26,127		$	22,422		$	88,140		$	23,261		$	21,560		$	4,013
Diluted shares outstanding		48,681			49,310			49,533			48,994			49,090			49,245			49,489			48,449
Diluted EPS	$	0.39		$	0.42		$	0.53		$	0.46		$	1.80		$	0.47		$	0.44		$	0.08
Net revenues from unaffiliated customers:
Audio Communication Group
Office and Contact Center	$	132,205		$	131,357		$	131,017		$	125,379		$	519,958		$	122,803		$	119,530		$	101,694
Mobile		41,238			35,859			48,788			45,995			171,880			59,882			60,911			36,011
Gaming and Computer Audio		6,485			8,277			10,449			8,401			33,612			9,621			8,977			8,531
Other		5,644			5,554			5,701			5,586			22,485			6,221			5,931			6,380
Audio Entertainment Group		20,923			27,177			36,869			23,382			108,351			20,637			21,507			30,220
Net revenues by geographic area
from unaffiliated customers:
Domestic	$	131,108		$	126,399		$	139,106		$	124,535		$	521,148		$	134,402		$	139,856		$	107,799
International		75,387			81,825			93,718			84,208			335,138			84,762			77,000			75,037
Balance Sheet accounts and metrics:
Accounts receivable, net	$	121,705		$	128,705		$	136,550		$	131,493		$	131,493		$	130,530		$	115,032		$	106,463
Days sales outstanding		53			56			53			57						54			48			52
Inventory, net	$	136,253		$	133,516		$	131,320		$	127,088		$	127,088		$	136,974		$	163,433		$	137,563
Inventory turns		3.6			3.6			4.2			3.8						3.7			3.0			3.5
(1) Non-GAAP.

 - 13 -

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 January 27, 2009

Santa Cruz, CA–January 27, 2009 - 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, 2009 to stockholders of record at the close of business on February 10, 2009.

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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