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):  October 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 October 27, 2009, Plantronics, Inc., a Delaware corporation (“the Company”),  issued a press release reporting its results of operations and financial condition for the second quarter of fiscal year 2010 which ended September 26, 2009, 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 October 27, 2009, the Company announced in its press release titled "Plantronics Announces Second Quarter Fiscal 2010 Results" that its Board of Directors had declared a cash dividend of $0.05 per share of the Company’s common stock, payable on December 10, 2009 to stockholders of record at the close of business on November 20, 2009.

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 October 27, 2009, entitled “Plantronics Announces Second Quarter Fiscal 2010 Results ”

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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: October 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. PDT October 27, 2009

Plantronics Announces Second Quarter Fiscal 2010 Results

Second Quarter Revenues and EPS Exceed Guidance; Company Achieves Targeted Gross & Operating Margins

SANTA CRUZ, CA – October 27, 2009 - Plantronics, Inc. (NYSE: PLT) today announced second quarter fiscal 2010 net revenues of $167.4 million compared with $216.9 million in the second quarter of fiscal 2009.  Net revenues were above the previously provided guidance of $155 million to $160 million.  Plantronics' GAAP loss per share was $0.02 in the second quarter of fiscal 2010, primarily due to non-cash asset impairment charges, compared with diluted earnings per share of $0.36 in the same quarter of the prior year.  Non-GAAP diluted earnings per share for the second quarter of fiscal 2010 were $0.40 compared with $0.44 in the second quarter of fiscal 2009 and were greater than the previously provided non-GAAP guidance of $0.27 to $0.32.  The difference between GAAP and non-GAAP earnings (loss) per share for the second quarter of fiscal 2010 includes a $15.6 million impairment charge, net of tax on our Audio Entertainment Group (“AEG”) long-lived assets, restructuring and other related costs, purchase accounting amortization and the cost of stock-based compensation.

Plantronics also announced that its Board of Directors declared a quarterly dividend of $0.05 per share. The dividend is payable on December 10, 2009 to stockholders of record at the close of business on November 20, 2009.

“Revenues were above expectations as we experienced stable demand in our Office & Contact Center business and increased demand in our consumer markets.  Our improved cost structure allowed us to achieve our long-term targeted gross and operating margins at the current revenue level,” stated Ken Kannappan, President & CEO.  “Our new corporate organizational structure along with the pending sale of Altec Lansing, our AEG segment, will produce better and more efficient corporate alignment to target our top market opportunity, Unified Communications (“UC”), providing an excellent earnings growth opportunity ahead as UC adoption becomes more substantial”.

Audio Communications Group (ACG) Non-GAAP Results

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

Comparisons are to the Same Quarter in the Prior Year

Second quarter fiscal 2010 net revenues of $144.4 million decreased 26% compared with $195.3 million in the prior year quarter, but increased 2% from $141.1 million in the first quarter of fiscal 2010.  General economic weakness led to declines in net revenues in all major geographies and most product groups compared with the prior year quarter.  Revenues in the U.S., Asia Pacific and Latin America regions improved sequentially.

Office and Contact Center net revenues were $93.5 million, a decrease of 22% from $119.5 million in the second quarter of fiscal 2009 and a sequential decrease of 3% from $95.9 million in the prior quarter.  Bluetooth headset net revenues were $33.3 million, a decrease of 42% from the year ago quarter of $57.4 million, and a sequential increase of 10% from $30.3 million.  The prior year quarter was stronger in part due to higher demand driven by hands-free legislation in California and Washington states which was partially offset by higher average selling prices in the second quarter of fiscal 2010.  The Discovery 975 Bluetooth headset, introduced during the quarter, received positive editorial and consumer reviews and is now available through a number of top consumer electronics retailers.

Gross margin in the second quarter of fiscal 2010 was 48.7% compared with 47.9% in the second quarter of the prior year.  The improvement was primarily due to a favorable product mix, lower freight costs, and lower requirements for excess and obsolete inventory provisions, partially offset by higher manufacturing costs as a result of lower production volumes.

Actions taken by the Company earlier this calendar year continued to have a beneficial effect, with operating expenses down by 22% from $55.6 million in the prior year quarter to $43.6 million in the current quarter.  As a result of the leaner cost structure, operating income was $26.7 million resulting in an 18.5% operating margin.  While these results were down from the second quarter in the prior year, the results are within the Company’s long term target model for this business.

The Company continues to believe that the implementation of 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.  Our UC portfolio continued to enjoy strong customer and partner reception.  The Company expects that there will be a significantly higher level of growth in UC enabled products compared to headsets for desk phones in the future, and continues to believe that revenue from headset sales related to UC will be material to the Company beginning in fiscal 2011.

Audio Entertainment Group (AEG) Non-GAAP Results

(Docking Audio, PC Audio & Other)

Comparisons are to the Same Quarter in the Prior Year

Second quarter fiscal 2010 net revenues of $23.0 million increased 7% from $21.5 million in the prior year quarter driven by higher sales of Docking Audio products in all major geographies, and were up 21% sequentially from $19.0 million in the prior quarter.  In addition, we experienced higher PC Audio sales in Asia and EMEA, which were offset by lower PC Audio sales in the U.S.

Gross margin increased to 20.9% from 9.0% as a result of improved product mix and margins along with lower requirements for excess and obsolete inventory provisions.  This was partially offset by higher freight charges, royalty costs and other manufacturing costs.

Operating expenses declined by 12% from $6.5 million in the prior year quarter to $5.7 million in the current quarter, and the operating loss decreased from $4.6 million in the prior year quarter to $0.9 million in the current quarter.

On October 2, 2009, the Company entered into an Asset Purchase Agreement to sell Altec Lansing, its AEG segment, to an affiliate of Prophet Equity LP, a Southlake, Texas based private equity firm (“Prophet”). On October 23, 2009, the Company and Prophet entered into a letter agreement which amended the Asset Purchase Agreement to provide that the closing date for the sale of the AEG segment will be extended to not later than December 1, 2009.

Subsequent to the closing of the sale of the AEG segment, the Company will report all future and historical AEG segment results as discontinued operations in its financial statements beginning in the third quarter of fiscal 2010. 

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Business Outlook

Continuing Operations (Excludes Audio Entertainment Group business segment due to pending sale expected to be completed no later than December 1, 2009)

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.

Plantronics has a “book and ship” business model whereby it ships most orders to customers within 48 hours of its receipt of those orders, and, therefore, the level of backlog does not provide reliable visibility into potential future revenues.  The Company’s business is inherently difficult to forecast, and there can be no assurance that the incoming orders it expects to receive over the balance of the quarter will materialize.  With continuing uncertainty resulting from the global economic conditions, the Company’s business remains difficult to forecast.  The December quarter tends to be characterized by an increase in incoming sales orders during October which diminishes in December.

Net revenues in the third quarter of fiscal 2010 are expected to be higher than the second quarter of fiscal 2010 and the third quarter of fiscal 2009, primarily based on the fact that the December quarter has historically been a stronger quarter than the September quarter and the current bookings trend supports our belief that revenues will be in the ranges below.

Subject to the foregoing, we are currently expecting the following range of financial results for continuing operations (excludes AEG due to the pending sale expected to be completed no later than December 1, 2009) for the third quarter of fiscal 2010:

·   Net revenues of $155 million - $160 million; 

·   Non-GAAP operating income of $26 million to $29 million;

·   Non-GAAP earnings per share of $0.38 - $0.42;

·   Non-GAAP consolidated tax rate to be approximately 26%;

·   The EPS cost of stock-based compensation to be approximately $0.05; and

·   GAAP earnings per share of $0.33 to $0.37. 

If these results are achieved, the performance compared with Q3 Fiscal 2009 would be revenue growth of approximately 2% to 5% and Non-GAAP operating income growth of 189% to 222%.

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 third quarter fiscal 2010 results or by other public disclosure.  Any statements by persons outside Plantronics speculating on the progress of the third quarter fiscal 2010 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 second quarter fiscal 2010 results.  The conference call will take place Tuesday, October 27th 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 #22257821 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 website 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 impairment of goodwill and long-lived assets  from non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP operating income, non-GAAP gross margin, 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 considered as 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) implementation of UC technologies by large enterprises as a significant driver of headset adoption, and, its effect on our revenue and profit growth; (ii) our products, including the Discovery 975 and the Savi Office and Savi Go headsets; (iii) revenue from headset sales related to UC and its materiality to the Company beginning in fiscal 2011; (iv) growing adoption and deployment of UC in general and our expectation that this will be advantageous for headset sales; (v) seasonality during the December quarter and its effect on our financial results; (vi) our estimates of GAAP and non-GAAP financial results for the third quarter of fiscal 2010, including revenue and earnings per share; (vii) our estimated tax rate for the third quarter of fiscal 2010; (viii) our estimated stock-based compensation expense for the third quarter of fiscal 2010; (ix) the anticipated closing of the sale of the AEG segment no later than December 1, 2009, 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:

·   economic conditions in both the domestic and international markets;

·   fluctuations in foreign exchange rates;

·   the bankruptcy or financial weakness of distributors or key customers, or the bankruptcy of or reduction in capacity of our key suppliers;

·   the effect of restructuring actions on GAAP results;

·   our ability to realize our UC plans and to achieve the financial results projected to arise from UC adoption could be adversely affected by the following factors: (i) as UC becomes more widely adopted, the risk that competitors will offer solutions that will effectively commoditize our headsets which, in turn, will reduce the sales prices for our headsets; (ii) our plans are dependent upon adoption of our UC solution by major platform providers such as Microsoft, Avaya, IBM and Cisco, and we have a limited ability to influence such providers with respect to the functionality of their platforms, their rate of deployment, and their willingness to integrate their platforms with our solutions; (iii) the development of UC solutions is technically complex and this may delay or obstruct our ability to introduce solutions to the market on a timely basis and that are cost effective, feature rich, stable and attractive to our customers; (iv) as UC becomes more widely adopted we anticipate that competition for market share will increase, and some competitors may have superior technical and economic resources, and (v) UC solutions may not be adopted with the breadth and speed in the marketplace that we currently anticipate;

·   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;

·   further impairment losses on the carrying value of our intangible assets and goodwill could be recognized if it is determined the value is not recoverable which would adversely affect our financial results;

·   volatility in prices from our suppliers, including our manufacturers located in China, have and could negatively affect our profitability and/or market share;

·   the consummation of the sale of the AEG segment is subject to certain closing conditions which may not be met and, in the event the sale does not close, our business may be materially and adversely affected;

·   in the event the sale of the AEG segment is consummated, the effects of the sale, including the level of cash flow and the timing of the receipt of any cash flow resulting from such sale are uncertain; and

·   additional risk factors including: 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, and unexpected delays and uncertainties affecting our ability to realize targeted expense reductions and annualized savings by outsourcing the manufacturing of our Bluetooth products in China to GoerTek, Inc.

For more information concerning these and other possible risks, please refer to the Company’s Annual Report on Form 10-K filed May 26, 2009, 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 six months ended September 30, 2009 and September 30, 2008

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

About Plantronics

Plantronics is a world leader in personal audio communications for professionals and consumers. From unified communication solutions to Bluetooth headsets, Plantronics delivers unparalleled audio experiences and quality that reflect our nearly 50 years of innovation and customer commitment. Plantronics is used by every company in the Fortune 100 and is the headset of choice for air traffic control, 911 dispatch and the New York Stock Exchange. For more information, please visit www.plantronics.com or call (800) 544-4660.

Altec Lansing, Clarity, Plantronics, the logo design and Savi are trademarks or registered trademarks of Plantronics, Inc.  The Bluetooth name and the Bluetooth trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics, Inc. under license.  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						Six Months Ended
	September 30,						September 30,
	2008			2009			2008			2009
Net revenues	$	216,856		$	167,415		$	436,020		$	327,540
Cost of revenues		123,083			94,729			251,368			187,298
Gross profit		93,773			72,686			184,652			140,242
Gross profit %		43.2	%		43.4	%		42.3	%		42.8	%
Research, development and engineering		18,850			15,179			38,545			30,258
Selling, general and administrative		47,745			37,439			96,143			74,921
Restructuring and other related charges		(140	)		857			235			1,454
Impairment of long-lived assets		-			25,194			-			25,194
Total operating expenses		66,455			78,669			134,923			131,827
Operating income (loss)		27,318			(5,983	)		49,729			8,415
Operating income (loss) %		12.6	%		(3.6	%)		11.4	%		2.6	%
Interest and other income (expense), net		(3,170	)		884			(1,630	)		2,231
Income (loss) before income taxes		24,148			(5,099	)		48,099			10,646
Income tax expense (benefit)		6,500			(4,353	)		9,957			742
Net income (loss)	$	17,648		$	(746	)	$	38,142		$	9,904
% of net revenues		8.1	%		(0.4	%)		8.7	%		3.0	%
Earnings (loss) per common share:
Basic	$	0.36		$	(0.02	)	$	0.78		$	0.20
Diluted	$	0.36		$	(0.02	)	$	0.77		$	0.20
Shares used in computing earnings (loss) per share:
Basic		48,796			48,737			48,738			48,632
Diluted		49,489			48,737			49,362			49,118
Tax rate		26.9	%		85.4	%		20.7	%		7.0	%
UNAUDITED CONSOLIDATED BALANCE SHEETS
	March 31,			September 30,
		2009			2009
ASSETS
Cash and cash equivalents	$	158,193		$	244,170
Short-term investments		59,987			24,999
Total cash, cash equivalents, and
short-term investments		218,180			269,169
Accounts receivable, net		83,657			103,003
Inventory, net		119,296			100,024
Deferred income taxes		12,486			12,765
Other current assets		29,936			17,191
Assets held for sale		-			9,267
Total current assets		463,555			511,419
Long-term investments		23,718			22,015
Property, plant and equipment, net		95,719			71,224
Intangibles, net		26,575			4,067
Goodwill		14,005			14,005
Other assets		9,548			10,978
Total assets	$	633,120		$	633,708
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	32,827		$	34,315
Accrued liabilities		53,143			54,005
Total current liabilities		85,970			88,320
Deferred tax liability		8,085			-
Long-term income taxes payable		12,677			14,215
Other long-term liabilities		1,021			991
Total liabilities		107,753			103,526
Stockholders' equity		525,367			530,182
Total liabilities and stockholders' equity	$	633,120		$	633,708

  - 7 -

AUDIO COMMUNICATIONS GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands, except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2008			2009			2008			2009
Net revenues	$	195,349		$	144,458		$	393,876		$	285,620
Cost of revenues		102,603			76,527			211,960			152,685
Gross profit		92,746			67,931			181,916			132,935
Gross profit %		47.5	%		47.0	%		46.2	%		46.5	%
Research, development and engineering		16,879			13,542			34,076			27,211
Selling, general and administrative		42,358			32,913			85,308			66,097
Restructuring and other related charges		-			857			-			1,435
Total operating expenses		59,237			47,312			119,384			94,743
Operating income	$	33,509		$	20,619		$	62,532		$	38,192
Operating income %		17.2	%		14.3	%		15.9	%		13.4	%

AUDIO ENTERTAINMENT GROUP
SUMMARY CONDENSED FINANCIAL STATEMENTS
(in thousands, except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2008			2009			2008			2009
Net revenues	$	21,507		$	22,957		$	42,144		$	41,920
Cost of revenues		20,480			18,202			39,408			34,613
Gross profit		1,027			4,755			2,736			7,307
Gross profit %		4.8	%		20.7	%		6.5	%		17.4	%
Research, development and engineering		1,971			1,637			4,469			3,047
Selling, general and administrative		5,387			4,526			10,835			8,824
Restructuring and other related charges		(140	)		-			235			19
Impairment of long-lived assets		-			25,194			-			25,194
Total operating expenses		7,218			31,357			15,539			37,084
Operating loss	$	(6,191	)	$	(26,602	)	$	(12,803	)	$	(29,777	)
Operating loss %		(28.8	%)		(115.9	%)		(30.4	%)		(71.0	%)

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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										Six Months Ended
	September 30, 2009										September 30, 2009
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	167,415		$	-			$	167,415		$	327,540		$	-			$	327,540
Cost of revenues		94,729			(2,422	)	(2)		92,307			187,298			(6,605	)	(3)		180,693
Gross profit		72,686			2,422				75,108			140,242			6,605				146,847
Gross profit %		43.4	%						44.9	%		42.8	%						44.8	%
Research, development and engineering		15,179			(854	)	(1)		14,325			30,258			(1,700	)	(1)		28,558
Selling, general and administrative		37,439			(2,472	)	(1)		34,967			74,921			(5,061	)	(1)		69,860
Restructuring and other related charges		857			(857	)	(4)		-			1,454			(1,454	)	(4)		-
Impairment of long-lived assets		25,194			(25,194	)	(5)		-			25,194			(25,194	)	(5)		-
Total operating expenses		78,669			(29,377	)			49,292			131,827			(33,409	)			98,418
Operating income (loss)		(5,983	)		31,799				25,816			8,415			40,014				48,429
Operating income (loss) %		(3.6	%)						15.4	%		2.6	%						14.8	%
Interest and other income (expense), net		884			-				884			2,231			-				2,231
Income (loss) before income taxes		(5,099	)		31,799				26,700			10,646			40,014				50,660
Income tax expense (benefit)		(4,353	)		11,056		(6)		6,703			742			12,430		(6)		13,172
Net income (loss)	$	(746	)	$	20,743			$	19,997		$	9,904		$	27,584			$	37,488
% of net revenues		(0.4	%)						11.9	%		3.0	%						11.4	%
Diluted earnings (loss) per common share	$	(0.02	)	$	0.42			$	0.40		$	0.20		$	0.56			$	0.76
Shares used in diluted per share calculations		48,737			49,567		(7)		49,567			49,118			49,118				49,118

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Six Months Ended
	September 30, 2009										September 30, 2009
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	144,458		$	-			$	144,458		$	285,620		$	-			$	285,620
Cost of revenues		76,527			(2,382	)	(2)		74,145			152,685			(6,504	)	(3)		146,181
Gross profit		67,931			2,382				70,313			132,935			6,504				139,439
Gross profit %		47.0	%						48.7	%		46.5	%						48.8	%
Research, development and engineering		13,542			(809	)	(1)		12,733			27,211			(1,628	)	(1)		25,583
Selling, general and administrative		32,913			(2,090	)	(1)		30,823			66,097			(4,216	)	(1)		61,881
Restructuring and other related charges		857			(857	)	(4)		-			1,435			(1,435	)	(4)		-
Total operating expenses		47,312			(3,756	)			43,556			94,743			(7,279	)			87,464
Operating income	$	20,619		$	6,138			$	26,757		$	38,192		$	13,783			$	51,975
Operating income %		14.3	%						18.5	%		13.4	%						18.2	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Six Months Ended
	September 30, 2009										September 30, 2009
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	22,957		$	-			$	22,957		$	41,920		$	-			$	41,920
Cost of revenues		18,202			(40	)	(1)		18,162			34,613			(101	)	(1)		34,512
Gross profit		4,755			40				4,795			7,307			101				7,408
Gross profit %		20.7	%						20.9	%		17.4	%						17.7	%
Research, development and engineering		1,637			(45	)	(1)		1,592			3,047			(72	)	(1)		2,975
Selling, general and administrative		4,526			(382	)	(1)		4,144			8,824			(845	)	(1)		7,979
Restructuring and other related charges		-			-				-			19			(19	)	(4)		-
Impairment of long-lived assets		25,194			(25,194	)	(5)		-			25,194			(25,194	)	(5)		-
Total operating expenses		31,357			(25,621	)			5,736			37,084			(26,130	)			10,954
Operating loss	$	(26,602	)	$	25,661			$	(941	)	$	(29,777	)	$	26,231			$	(3,546	)
Operating loss %		(115.9	%)						(4.1	%)		(71.0	%)						(8.5	%)

(1)	Excluded amount represents stock-based compensation and purchase accounting amortization.
(2)	Excluded amount represents stock-based compensation, purchase accounting amortization and $1,707 of accelerated depreciation on assets related to restructuring activity.
(3)	Excluded amount represents stock-based compensation, purchase accounting amortization and $5,205 of accelerated depreciation on assets related to restructuring activity.
(4)	Excluded amount represents restructuring and other related charges.
(5)	Excluded amount represents impairment of long-lived assets.
(6)	Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization, restructuring and other related charges, and impairment of long-lived assets.
(7)	As the Company incurred a GAAP net loss for the period, the inclusion of stock options in the shares used for computing diluted earnings per share would have been anti-dilutive and would have
reduced the net loss per share.  However, as we have non-GAAP net income, the diluted shares used for the non-GAAP diluted earnings per share includes the effect of stock options.

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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, 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 Plantronics 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										Six Months Ended
	September 30, 2008										September 30, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	216,856		$	-			$	216,856		$	436,020		$	-			$	436,020
Cost of revenues		123,083			(1,793	)	(1)		121,290			251,368			(3,614	)	(1)		247,754
Gross profit		93,773			1,793				95,566			184,652			3,614				188,266
Gross profit %		43.2	%						44.1	%		42.3	%						43.2	%
Research, development and engineering		18,850			(1,039	)	(1)		17,811			38,545			(2,074	)	(1)		36,471
Selling, general and administrative		47,745			(3,412	)	(1)		44,333			96,143			(6,830	)	(1)		89,313
Restructuring and other related charges		(140	)		140		(2)		-			235			(235	)	(2)		-
Total operating expenses		66,455			(4,311	)			62,144			134,923			(9,139	)			125,784
Operating income		27,318			6,104				33,422			49,729			12,753				62,482
Operating income %		12.6	%						15.4	%		11.4	%						14.3	%
Interest and other income (expense), net		(3,170	)		-				(3,170	)		(1,630	)		-				(1,630	)
Income before income taxes		24,148			6,104				30,252			48,099			12,753				60,852
Income tax expense		6,500			2,192		(3)		8,692			9,957			6,074		(4)		16,031
Net income	$	17,648		$	3,912			$	21,560		$	38,142		$	6,679			$	44,821
% of net revenues		8.1	%						9.9	%		8.7	%						10.3	%
Diluted earnings per common share	$	0.36		$	0.08			$	0.44		$	0.77		$	0.14			$	0.91
Shares used in diluted per share calculations		49,489			49,489				49,489			49,362			49,362				49,362

AUDIO COMMUNICATIONS GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Six Months Ended
	September 30, 2008										September 30, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	195,349		$	-			$	195,349		$	393,876		$	-			$	393,876
Cost of revenues		102,603			(883	)	(1)		101,720			211,960			(1,791	)	(1)		210,169
Gross profit		92,746			883				93,629			181,916			1,791				183,707
Gross profit %		47.5	%						47.9	%		46.2	%						46.6	%
Research, development and engineering		16,879			(1,001	)	(1)		15,878			34,076			(1,994	)	(1)		32,082
Selling, general and administrative		42,358			(2,584	)	(1)		39,774			85,308			(5,165	)	(1)		80,143
Total operating expenses		59,237			(3,585	)			55,652			119,384			(7,159	)			112,225
Operating income	$	33,509		$	4,468			$	37,977		$	62,532		$	8,950			$	71,482
Operating income %		17.2	%						19.4	%		15.9	%						18.1	%

AUDIO ENTERTAINMENT GROUP
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
(in thousands, except percentages)
UNAUDITED STATEMENTS OF OPERATIONS
	Three Months Ended										Six Months Ended
	September 30, 2008										September 30, 2008
	GAAP			Excluded				Non-GAAP			GAAP			Excluded				Non-GAAP
Net revenues	$	21,507		$	-			$	21,507		$	42,144		$	-			$	42,144
Cost of revenues		20,480			(910	)	(1)		19,570			39,408			(1,823	)	(1)		37,585
Gross profit		1,027			910				1,937			2,736			1,823				4,559
Gross profit %		4.8	%						9.0	%		6.5	%						10.8	%
Research, development and engineering		1,971			(38	)	(1)		1,933			4,469			(80	)	(1)		4,389
Selling, general and administrative		5,387			(828	)	(1)		4,559			10,835			(1,665	)	(1)		9,170
Restructuring and other related charges		(140	)		140		(2)		-			235			(235	)	(2)		-
Total operating expenses		7,218			(726	)			6,492			15,539			(1,980	)			13,559
Operating loss	$	(6,191	)	$	1,636			$	(4,555	)	$	(12,803	)	$	3,803			$	(9,000	)
Operating loss %		(28.8	%)						(21.2	%)		(30.4	%)						(21.4	%)

(1)	Excluded amount represents stock-based compensation and purchase accounting amortization.
(2)	Excluded amount represents restructuring and other related charges.
(3)	Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization and restructuring and other related charges.
(4)	Excluded amount represents tax benefit from stock-based compensation, purchase accounting amortization, restructuring and other related charges and $1,735 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, 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 Plantronics 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- Non-GAAP
(in thousands, except per share data and percentages)
		Q109			Q209			Q309			Q409		FY09				Q110			Q210
Net revenues	$	219,164		$	216,856		$	182,836		$	146,763		$	765,619		$	160,125		$	167,415
Cost of revenues		126,464			121,290			120,581			95,517			463,852			88,386			92,307
Gross profit		92,700			95,566			62,255			51,246			301,767			71,739			75,108
Gross profit %		42.3	%		44.1	%		34.0	%		34.9	%		39.4	%		44.8	%		44.9	%
Research, development and engineering		18,660			17,811			17,810			13,938			68,219			14,233			14,325
Selling, general and administrative		44,980			44,333			40,271			33,633			163,217			34,893			34,967
Operating expenses		63,640			62,144			58,081			47,571			231,436			49,126			49,292
Operating income		29,060			33,422			4,174			3,675			70,331			22,613			25,816
Operating income %		13.3	%		15.4	%		2.3	%		2.5	%		9.2	%		14.1	%		15.4	%
Income before income taxes		30,600			30,252			2,675			3,260			66,787			23,960			26,700
Income tax expense (benefit)		7,339			8,692			(1,338	)		2,714			17,407			6,469			6,703
Income tax expense (benefit) as a percent
of income before taxes		24.0	%		28.7	%		(50.0	%)		83.3	%		26.1	%		27.0	%		25.1	%
Net income	$	23,261		$	21,560		$	4,013		$	546		$	49,380		$	17,491		$	19,997
Diluted shares outstanding		49,245			49,489			48,449			48,431			48,589			48,665			49,567
Diluted earnings per share	$	0.47		$	0.44		$	0.08		$	0.01		$	1.02		$	0.36		$	0.40
Net revenues from unaffiliated customers:
Audio Communication Group
Office and Contact Center	$	122,803		$	119,530		$	101,694		$	85,642		$	429,669		$	95,923		$	93,503
Mobile		59,882			60,911			36,011			30,615			187,419			32,310			34,665
Gaming and Computer Audio		9,621			8,977			8,531			6,923			34,052			8,810			9,015
Clarity		6,221			5,931			6,380			4,918			23,450			4,119			7,275
Audio Entertainment Group		20,637			21,507			30,220			18,665			91,029			18,963			22,957
Net revenues by geographic area
from unaffiliated customers:
Domestic	$	134,402		$	139,856		$	107,799		$	90,182		$	472,239		$	98,787		$	104,027
International		84,762			77,000			75,037			56,581			293,380			61,338			63,388
Balance Sheet accounts and metrics:
Accounts receivable, net	$	130,530		$	115,032		$	106,463		$	83,657		$	83,657		$	88,350		$	103,003
Days sales outstanding		54			48			52			51						50			55
Inventory, net	$	136,974		$	163,433		$	137,563		$	119,296		$	119,296		$	108,898		$	100,024
Inventory turns		3.7			3.0			3.5			3.2						3.2			3.7

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