SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

S	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Plant~~Pla~~ronics,~~ntronics, Inc.

Plantronics, the logo design, Clarity, Savi, and Sound Innovation are trademarks or registered trademarks of Plantronics, Inc.

iPod is a trademark of Apple Inc., registered in the U.S. and other countries.

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.

Part I -- FINANCIAL INFORMATION

~~PLA~~PL~~NTRONICS,~~ANTRONICS, INC.

~~PLAN~~PLA~~TRONICS,~~NTRONICS, INC.

1. BASIS OF PRESENTATION

The accompanying unaudited Condensed consolidated financial statements (“financial statements”) of Plantronics, Inc. (“Plantronics” or the ~~"Company”~~“Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements have been prepared on a basis consistent with the March 31, 2010 audited consolidated financial statements and include all adjustments, consisting of normal ~~recurr ing~~recurring adjustments, necessary to fairly state the information set forth herein. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, which was filed with the SEC on June 1, 2010. The results of operations for the interim period ended ~~June~~September 30, 2010 are not indicative of the results to be expected for the entire fiscal year ~~and~~or any future period.

The financial statements include the accounts of Plantronics and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on the Saturday closest to the last day of March. The Company’s current fiscal year ends on April 2, 2011 and consists of 52 weeks and the prior fiscal year ended on April 3, 2010 and consisted of 53 weeks. The Company’s results of operations for the three and six months ended on ~~July 3,~~October 2, 2010 and ~~June 27,~~September 26, 2009 each contain 13 ~~weeks.~~weeks and 26 weeks, respectively. For purposes of presentation, the Company has indicated its accounting year as ending on March 31 and its interim quarterly periods as ending on the applicable month end.

Prior to December 1, 2009, the Company operated under two reportable segments, the Audio Communications Group (“ACG”) and the Audio Entertainment Group (“AEG”). As set forth in Note 3, Discontinued Operations, the Company completed the sale of Altec Lansing, its AEG segment, effective December 1, 2009, and, therefore, it is no longer included in continuing operations and the Company operates as one segment. Accordingly, the Company has classified the AEG operating results, including the loss on sale of AEG, as discontinued operations in the Consolidated statement of operations for all periods presented.

Certain financial statement reclassifications have been made to previously reported amounts to conform to the current year presentation.

2. RECENT ACCOUNTING PRONOUNCEMENTS

ASU 2009-13 and ASU 2009-14 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and must be adopted in the same period using the same transition method. If adoption is elected in a period other than the beginning of a fiscal year, the amendments in these standards must be applied retrospectively to the beginning of the fiscal year. Full retrospective application of these amendments to prior fiscal years is optional. ~~Early adoption~~The Company implemented both ASU 2009-13 and ASU 2009-14 in the second quarter of fiscal 2011 with retrospective application to the beginning of fiscal 2011 for transactions that were initiated or materially modified during fiscal 2011. Implementation of these ~~standards may be elected. The~~ASUs did not have a material imp act on reported net revenues as compared to net revenues under previous guidance as the Company ~~is currently evaluating~~does not typically enter into multiple element arrangements that include a software element. In addition, the new guidance did not change the units of accounting within sales arrangements and the elimination of the residual method for the allocation of arrangement consideration had no impact ~~if any, that these accounting standards will have~~ on ~~its consolidated financial statements.~~the amount and timing of reported net revenues.

For fiscal 2011 and future periods, when a revenue arrangement contains multiple elements, such as hardware and software products and/or services, the Company allocates revenue to each element based on its vendor specific objective evidence if available, third party evidence of selling price if vendor specific objective evidence is not available, or estimated selling price if neither vendor specific objective evidence or third party evidence of selling price is available. The Company generally uses the estimated selling price due to the nature of its products contained in the multiple element arrangements.

3. DISCONTINUED OPERATIONS

The Company entered into an Asset Purchase Agreement on October 2, 2009, a First Amendment to the Asset Purchase Agreement on November 30, 2009, a Side Letter to the Asset Purchase Agreement on January 8, 2010, and a second Side Letter to the Asset Purchase Agreement on February 15, 2010 (collectively, the “APA”) to sell Altec Lansing, its AEG segment, which was completed effective December 1, 2009. AEG was engaged in the design, manufacture, sales and marketing of audio solutions and related technologies. All of the revenues in the AEG segment were derived from sales of Altec Lansing products. All operations of AEG have been classified as discontinued operations in the Consolidated statement of operations for all periods presented.

Pursuant to the APA, wethe Company received approximately $11.1 million upon closing of the transaction. In addition, the Company originally recorded $5.1 million in contingent escrow assets, which consisted primarily ~~consisted~~ of amounts for (1) potential customer short payments on accounts receivable for sales related reserves that were sold to the Purchaser, (2) potential indemnification ~~claims,~~obligations, and (3) potential adjustments related to the final valuation of net assets sold in comparison to the target net asset value. In the fourth quarter of fiscal 2010, the Company received $2.1 million of the escrow and released $1.4 million of the escrow for potential customer short payments as this was not utilized. The remaining escrow amounts, oftotaling $1.6 million, are included in Other current assets on the ~~Condensed~~Condens ed consolidated balance sheet as of ~~June~~September 30, 2010 and March 31, 2010 as they are all ~~collectable~~collectible within one year.

The final purchase price was based on certain post closing adjustments ~~which~~that were finalized in the fourth quarter of fiscal 2010. Consequently, the actual proceeds and net assets sold varied from the amounts reported in the third quarter of fiscal 2010 based on the final net asset value as compared to the target net asset value per the APA.

Under the terms of the APA, the Company sold the following net assets, valued at their book value (in thousands) as of December 1, 2009:

The Company retained all existing AEG related accounts receivable, accounts payable and certain other liabilities as of the close date.

~~The results from discontinued operations for the three months ended June 30, 2010 and 2009 are as follows:~~

There was no income or loss from discontinued operations for the three and six months ended September 30, 2010. The results from discontinued operations for the three and six months ended September 30, 2009 were as follows:

4. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS

Accounts receivable, net:

~~If forecasted revenue and gross margin rates are not achieved, it is possible that the Company may have increased requirements for inventory provisions.~~

	September 30,		March 31,
(in thousands)	2010		2010

Raw materials	$	18,299	$	13,287
Work in process		2,347		2,791
Finished goods		49,199		54,440
Inventory, net	$	69,845	$	70,518

Assets Held for Sale:

In July 2009, the Company stopped all manufacturing processes in the Suzhou location. As a result, the building and related fixed assets were transferred, at the lower of their carrying value or fair value less the costs to sell, to Assets held for sale in the Condensed consolidated balance sheet. The fair value of the building was based on a current appraisal value adjusted for expected selling costs. The Company subsequently reduced the fair value of the building as it received a non-binding letter of intent from a buyer in the fourth quarter of fiscal 2010 and expected the sale to be completed within a one year period from the time when it met the applicable criteria for “held for sale accounting” at an amount approximating its carrying value. The assets held for sale were ~~meas ured~~measured at fair value using unobservable inputs and, therefore, are a Level 3 fair value measure.

In July 2010, the Company entered into a binding contract for the sale of the building and related assets, which approximated the carrying value of the assets held for sale.

The final close of the sale is pending administrative government procedures in China and is expected to be completed during the third quarter of fiscal 2011.

Accrued Liabilities:

Changes during the ~~three~~six months ended ~~June~~September 30, 2010 in the warranty obligation accrual, which is included as a component of Accrued liabilities in the Condensed consolidated balance sheets, are as follows:

5. ~~SHORT-TERM~~CASH, CASH EQUIVALENTS, AND INVESTMENTS

~~At June 30, 2010, the Company did not have any short-term investments.~~ The following table represents the Company’s ~~short-term~~cash, cash equivalents, and investments atas of September 30, 2010 and March 31, 2010:

Unrealized Gain(Loss)

As of September 30, 2010, the Company’s short-term investments consist of U.S. Treasury Bills, Government Agency Securities, Commercial Paper, and Corporate Bonds, and the Company’s long-term investments consist of U.S. Treasury Bills, Government Agency Securities, and Corporate Bonds, all of which are classified as available-for-sale securities. At March 31, 2010, the Company’s short-term investments consisted of auction rate securities (“ARS”) classified as trading ~~securities.~~securities and the Company had no long-term investments.

The Company evaluates its investments for impairment quarterly. For investments with an unrealized loss, the factors considered in the review include the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, severity of impairment, reason for the decline in value and potential recovery period, the financial condition and near-term prospects of the investees, and whether the Company would be required to sell an investment due to liquidity or contractual reasons before its anticipated recovery. Based on the Company’s review, the investments listed above were not considered to be other-than-temporarily impaired as of September 30, 2010 and March 31, 2010.

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents, short-term investments and long-term investments, classified by stated maturity as of September 30, 2010 and March 31, 2010:

The Company did not incur any material realized or unrealized net gains or losses in the three or six months ended ~~June~~September 30, 2010 or 2009.

The Company did not hold any investments that had been in an unrealized loss position of 12 months or greater as of September 30, 2010. The following table provides the breakdown of the Company’s investments with unrealized losses as of September 30, 2010:

6. FAIR VALUE MEASUREMENTS

The following tables represent the Company’s fair value hierarchy for its financial assets and liabilities:

Fair Values as of ~~June~~September 30, 2010:

Fair Values as of March 31, 2010:

Level 1 financial assets consist of money market funds, U.S. Treasury Bills, and derivative foreign currency forward contracts that are traded in an active market with sufficient volume and frequency of transactions. Level 1 liabilities consist of derivative contracts that have closed but have not settled. ~~Fair~~The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.

Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds, and derivative foreign currency call and put option contracts. Fair value is determined using ~~a Black-Scholes valuation model using~~ inputs that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations, such as the ~~market.~~Black Scholes valuation model, in which all significant inputs are observable or can be derived principally from or corroborated with observable market data covering substantially the full term of the assets or liabilities. During the 3three and six months ended ~~June~~September 30, 2010, the Company did not have any transfers between Level 1 and Level 2 fair value ~~instruments.~~i nstruments.

We had no Level 3 financial assets or liabilities as of September 30, 2010. Level 3 financial assets as of March 31, 2010 consisted of ARS, composed primarily ~~comprised~~ of interest bearing state sponsored student loan revenue bonds guaranteed by the Department of Education. These ARS investments are designed to provide liquidity via an auction process that resets the applicable interest rate at predetermined calendar intervals, typically every 7 or 35 days; however, the uncertainties in the credit markets affected all of the Company’s holdings, and, as a consequence, these investments were not currently liquid. As a result, the Company was not able to access these funds until a future auction of these investments was successful, the underlying securities were redeemed by the issuer, or a buyer was found outside of the auction process. Maturity dates for these ARS investments ranged from 2029 to 2039. All of the ARS investments were investment grade quality and were in compliance with the Company’s investment policy at the time of acquisition. The Company used a discounted cash flow model to determine an estimated fair value of the Company’s investment in ARS as of March 31, 2010. The key assumptions used in preparing the discounted cash flow model include current estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums, and expected holding periods of the ARS. The Company exercised its option under the UBS Rights Agreement and sold all of its remaining ARS to UBS at par value in June 2010.

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The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets during the ~~three~~six months ended ~~June~~September 30, 2010:

				Six Months Ended
(in thousands)	Three Months Ended June 30, 2010			September 30, 2010

Balance at beginning of period	$	23,216		$	23,216
Unrealized net gain on ARS and Rights included in Interest and other income, net		34			34
Proceeds from sale of ARS		(23,250	)		(23,250	)
Balance at end of period	$	-		$	-

7. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill as of ~~June~~September 30, 2010 and March 31, 2010 was $14.0 million.

The following tables present the carrying value of acquired intangible assets with remaining net book values as of each period:

Accumulated Amortization

The aggregate amortization expense relating to purchased intangible assets for the three and six months ended ~~June~~September 30, 2010 ~~and 2009~~ was $0.3 million and $0.6 million, respectively, and $0.5 million and $1.1 million for the three and six months ended September 2009, respectively. There was no amortization expense recorded to discontinued operations for the three and six months ended ~~June~~September 30, 2010 and the amortization expense related to discontinued operations for the three and six months ended ~~June~~September 30, 2009 was not material.

The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually during the fourth quarter of the fiscal year or more frequently if events or circumstances indicate that an impairment loss may have occurred. The Company also reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For the three and six months ended ~~June~~September 30, 2010, the Company did not identify any potential impairment related to its remaining intangible assets and there have not been any events or changes in circumstances indicating an impairment may have occurred which would trigger an interim impairment review of goodwill.

During the second quarter of fiscal 2010, the Company entered into a non-binding letter of intent to sell Altec Lansing, the Company’s former AEG segment. The Company concluded that this action triggered an interim impairment review as it became “more likely than not” that the segment would be sold. The Company tests its indefinite lived assets for impairment by comparing the fair value of the intangible asset with its carrying value. If the fair value is less than its carrying value, an impairment charge is recognized for the difference. In the second quarter of fiscal 2010, the Company recognized a non-cash impairment charge of $18.6 million, which represented the remaining value of the AEG trademark and trade name. The Company recognized a deferred tax benefit of $7.1 million associated with this impairment charge. The impairment charge, net of tax, is included in discontinued operations.

In connection with its evaluation of the recoverability of the intangible assets related to the Altec Lansing trademark and trade name, the Company also evaluated the long-lived assets within the reporting unit. The fair value of the long-lived assets, which includes intangibles and property, plant and equipment, was determined for each individual asset and compared to the assets’ relative carrying values. This resulted in a full impairment of the AEG intangibles and a partial impairment of its property, plant and equipment; therefore, in the second quarter ended September 30, 2009, the Company recognized a non-cash intangible asset impairment charge of $6.6 million, of which $2.0 million related to customer relationships, $0.4 million related to technology and $0.4 million related to the inMotion trade name , and a non-cash impairment charge of $3.8 million related to property, plant and equipment. The Company recognized a deferred tax benefit of $2.5 million associated with these impairment charges. The impairment charge, net of tax, is included in discontinued operations.

The intangible assets impaired during the quarter ended September 30, 2009 were measured at their fair value using unobservable inputs and, therefore, were level 3 fair value measures.

The estimated future amortization expense of purchased intangible assets as of ~~June~~September 30, 2010 is as follows:

Fiscal Year Ending March 31,	(in thousands)
2011 (remaining six months)	$	575
2012		822
2013		630
2014		454
2015		350
Thereafter		-
Total estimated amortization expense	$	2,831

8. RESTRUCTURING AND OTHER RELATED CHARGES

The Company recorded the restructuring activities discussed below, applying the guidance of the Exit or Disposal Cost Obligations Topic and the Compensation – Nonretirement Postemployment Benefits Topic of the FASB ASC.

As a result of these various actions, induring the ~~three~~six months ended ~~June~~September 30, 2009, the Company recorded approximately ~~$0.6~~$1.4 million of Restructuring and other related charges, consisting of severance and benefits along with facilities and equipment charges. In addition, during the six months ended September 30, 2009, the Company recorded non-cash charges of $5.2 million for accelerated depreciation related to the building and equipment associated with manufacturing operations which is included in Cost of revenues. There were no charges induring the ~~three~~six months ended ~~June~~September 30, 2010.

As of ~~June~~September 30, 2010, the Company has recorded a total of $19.1 million of costs related to these actions, which includes $12.2 million of severance and benefits and $6.9 million in non-cash charges related to accelerated depreciation charges, the write-off of facilities and equipment and loss on Assets held for ~~sale,~~sale. All of ~~which~~these costs were recorded as restructuring expenses, with the exception of $5.2 million of accelerated depreciation which was recorded in Cost of revenues. Substantially all the costs related to these actions have been ~~recorded and paid as~~paid.

9. STOCK-BASED COMPENSATION

The following table summarizes the amount of stock-based compensation expense included in the Condensed consolidated statements of operations:

The above table includes stock based compensation in discontinued operations which was not material for the three and six months ended ~~June~~September 30, 2010 and 2009.

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Stock Options

The following is a summary of the Company’s stock option activity during the ~~three~~six months ended ~~June~~September 30, 2010:

	Options Outstanding									Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value		Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(in thousands)					(in years)		(in thousands)		(in thousands)					(in years)		(in thousands)
Outstanding at March 31, 2010		7,631		$	25.06						7,631		$	25.06
Options granted		215		$	30.39						310		$	30.45
Options exercised		(361	)	$	21.25						(521	)	$	21.26
Options forfeited or expired		(347	)	$	35.00						(498	)	$	36.00
Outstanding at June 30, 2010		7,138		$	24.93		3.45	$	35,677
Vested and expected to vest at June 30, 2010		6,982		$	24.98		3.39	$	34,787
Exercisable at June 30, 2010		5,281		$	26.05		2.62	$	23,817
Outstanding at September 30, 2010											6,922		$	24.80		3.30	$	68,857
Vested and expected to vest at September 30, 2010											6,793		$	24.82		3.25	$	67,544
Exercisable at September 30, 2010											5,240		$	25.54		2.50	$	49,661

The total intrinsic value of options exercised during the ~~three~~six months ended ~~June~~September 30, 2010 and 2009 was ~~$3.7~~$5.1 million and ~~$0.1~~$1.4 million, respectively. Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise.

As of ~~June~~September 30, 2010, total unrecognized compensation cost related to unvested stock options was ~~$13.1~~$11.3 million, which is expected to be recognized over a weighted average period of ~~1.9~~1.8 years.

The following is a summary of the Company’s restricted stock activity during the ~~three~~six months ended ~~June~~September 30, 2010:

Weighted Average Grant Date Fair Value

As of ~~June~~September 30, 2010, total unrecognized compensation cost related to non-vested restricted stock awards was ~~$9.1~~$8.6 million, which is expected to be recognized over a weighted average period of ~~2.9~~2.7 years. The total fair value of restricted stock awards vested during the ~~three~~six months ended ~~June~~September 30, 2010 was ~~$0.3~~$0.7 million.

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Valuation Assumptions

The Company estimates the fair value of stock options and ESPP shares using a Black-Scholes option valuation model. The fair value of each ~~option~~equity grant is estimated on the date of grant using the ~~straight-line attribution approach with the~~ following weighted average assumptions:

	Three Months Ended						Three Months Ended						Six Months Ended
	June 30,						September 30,						September 30,
Employee Stock Options	2010			2009			2010			2009			2010			2009
Expected volatility		46.1	%		56.7	%		46.6	%		51.2	%		46.3	%		56.4	%
Risk-free interest rate		1.9	%		2.0	%		1.2	%		2.3	%		1.7	%		2.0	%
Expected dividends		0.7	%		1.2	%		0.7	%		0.8	%		0.7	%		1.2	%
Expected life (in years)		4.2			4.5			4.2			4.5			4.2			4.5
Weighted-average grant date fair value	$	11.26		$	7.42		$	11.14		$	9.94		$	11.22		$	7.55
ESPP
Expected volatility								41.8	%		58.1	%		41.8	%		58.1	%
Risk-free interest rate								0.2	%		0.3	%		0.2	%		0.3	%
Expected dividends								0.7	%		0.8	%		0.7	%		0.8	%
Expected life (in years)								0.5			0.5			0.5			0.5
Weighted-average grant date fair value							$	8.02		$	7.45		$	8.02		$	7.45

~~There was no new ESPP cycle started during~~The Company recognizes the ~~three months ended June 30, 2010 and 2009.~~grant-date fair value of stock-based payment awards as compensation cost in the financial statements using the straight-line attribution approach over the service period for which the awards are expected to vest.

10. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) for the three and six months ended ~~June~~September 30, 2010 and 2009 are as follows:

11. FOREIGN CURRENCY DERIVATIVES

Non-Designated Hedges

The Company enters into foreign exchange forward contracts to reduce the impact of foreign currency fluctuations on assets and liabilities denominated in currencies other than the functional currency of the reporting entity. These foreign exchange forward contracts are not subject to the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC, but are carried at fair value with changes in the fair value recorded within Interest and other income, net, on the Condensed consolidated statement of operations in accordance with the Foreign Currency Matters Topic of the FASB ASC. Gains and losses on these contracts are intended to offset the impact of foreign exchange rate changes on the underlying foreign currency denominated assets and liabilities, and therefore, do not subject the Company to ~~ma terial~~m aterial balance sheet risk. The Company does not enter into foreign currency forward contracts for trading purposes.

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As of ~~June~~September 30, 2010, the Company had foreign currency forward contracts denominated in Euros, Great Britain Pounds, and Australian Dollars. These forward contracts hedge against a portion of the Company’s foreign currency-denominated receivables, payables and cash balances.

The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. dollar equivalent (“USD”), at ~~June~~September 30, 2010:

	Local Currency		USD Equivalent		Position	Maturity	Local Currency		USD Equivalent		Position	Maturity
	(in thousands)		(in thousands)				(in thousands)		(in thousands)
Euro ("EUR")		16,500	$	20,701	Sell Euro	1 month		17,000	$	23,360	Sell Euro	1 month
Great Britain Pound ("GBP")		2,250	$	3,418	Sell GBP	1 month		1,800	$	2,847	Sell GBP	1 month
Australian Dollar ("AUD")		2,000	$	1,675	Sell AUD	1 month		4,700	$	4,544	Sell AUD	1 month

Foreign currency transactions, net of the effect of hedging activity on forward contracts, resulted in a net ~~loss~~gains of ~~$0.6~~$0.8 million and $0.3 million in the three and six months ended ~~June~~September 30, 2010, respectively, and a net ~~gain~~gains of ~~$1.0~~$0.5 million and $1.5 million in the three and six months ended ~~June~~September 30, 2009, respectively, which are included in Interest and other income, ~~(expense),~~ net, in the Condensed consolidated statement of operations.

The Company’s hedging activities include a hedging program to hedge the economic exposure from anticipated Euro and Great Britain Pound denominated sales. The Company hedges a portion of these forecasted foreign denominated sales with currency options. These transactions are designated as cash flow hedges and are accounted for under the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC. The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income and subsequently reclassified into Net revenues when the hedged exposure affects earnings. Any ineffective portion of related gains or losses is recorded in the Condensed consolidated statements of operations immediately. On a monthly bas is, the Company enters into option contracts with a one-year term. It does not purchase options for trading purposes. As of ~~June~~September 30, 2010, the Company had foreign currency put and call option contracts of approximately ~~€41.8~~€43.2 million and ~~£11.3~~£11.7 million. As of March 31, 2010, it had foreign currency put and call option contracts of approximately €40.2 million and £10.8 million.

In the three and six months ended ~~June~~September 30, 2010, ~~and 2009,~~ realized gains of ~~$1.0~~$0.9 million and ~~$3.5~~$1.9 million, respectively, on cash flow hedges were recognized in Net revenues in the Condensed consolidated statements of ~~operations.~~operations, compared to realized gains of $0.9 million and $4.4 million, respectively, for the same periods in the prior year. The Company expects to reclassify the entire amount of ~~$4.2~~$1.4 million of ~~gains,~~losses, net of tax, in Accumulated other comprehensive income to Net revenues during the next 12 months due to the recognition of the hedged forecasted sales.

In the second quarter of fiscal 2010, the Company began hedging expenditures denominated in Mexican Peso (“MX$”), which are designated as cash flow hedges and are accounted for under the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC. The Company hedges a portion of the forecasted ~~Peso~~MX$ denominated expenditures with a cross-currency swap. The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income and subsequently reclassified into Cost of revenues when the hedged exposure affects operations. Any ineffective portion of related gains or losses is recorded in the Condensed consolidated statements of operations immediately. As of ~~June~~September 30, 2010 and March 31, 2010, the Company had ~~foreign~~fo reign currency swap contracts of approximately MX$~~200.2~~140.1 million and MX$251.3 million, respectively.

~~In the three months ended June 30, 2010, realized gains of $0.1 million on Peso~~There was no material impact from MX$ cash flow hedges ~~were recognized~~ in Cost of revenues in the Condensed consolidated statements of ~~operations. There were no~~operations in the three and six months ended September 30, 2010, compared to realized gains ~~or losses~~of $0.1 million and $0.1 million, respectively, for the same periods in the prior year. The Company expects to reclassify ~~the entire~~an immaterial amount of ~~$0.5 million of losses,~~gains, net of tax, in Accumulated other comprehensive income to Cost of revenues during the next 12 months due to the recognition of the hedged forecasted expenditures.

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The following table summarizes the notional value of the Company’s outstanding Peso currency swaps and approximate U.S. dollar equivalent (“USD”), at ~~June~~September 30, 2010:

Local Currency USD Equivalent Position Maturity
(in thousands) (in thousands)
Mexican Peso 200,200 $ 15,641 Buy Peso Monthly over 9 months

	Local Currency		USD Equivalent		Position	Maturity
	(in thousands)		(in thousands)
MX$		140,100	$	10,945	Buy Peso	Monthly over 6 months

The amounts in the tables below include fair value adjustments related to the Company’s own credit risk and counterparty credit risk.

Fair Value of Derivative Contracts

Fair value of derivative contracts under the Derivatives and Hedging Topic of the FASB ASC were as follows:

									Derivative Assets				Derivative Liabilities
	Derivative Assets Reported in Other Current Assets				Derivative Liabilities Reported in Accrued Liabilities				Reported in Other Current Assets				Reported in Accrued Liabilities
	June 30,		March 31,		June 30,		March 31,		September 30,		March 31,		September 30,		March 31,
(in thousands)	2010		2010		2010		2010		2010		2010		2010		2010

Foreign exchange contracts designated as cash flow hedges	$	4,611	$	2,845	$	884	$	74	$	830	$	2,845	$	2,174	$	74
Total derivatives designated as hedging instruments		4,611		2,845		884		74		830		2,845		2,174		74

Foreign exchange contracts not designated		-		-		-		-		-		-		-		-
Total derivatives	$	4,611	$	2,845	$	884	$	74	$	830	$	2,845	$	2,174	$	74

Effect of Designated Derivative Contracts on Accumulated Other Comprehensive Income

The following table represents only the balance of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC as of ~~June~~September 30, 2010 and March 31, 2010, and the impact of designated derivative contracts on Accumulated other comprehensive income before tax for the ~~three~~six months ended ~~June~~September 30, 2010:

Amount of gain (loss) recognized in OCI (effective portion)

Amount of gain (loss) reclassified from OCI to income (loss) (effective portion)

(in thousands)	March 31, 2010		Amount of (loss) recognized in OCI (effective portion)			Amount of gain reclassified from OCI to income (loss) (effective portion)		September 30, 2010

Foreign exchange contracts designated as cash flow hedges	$	2,771	$	(2,176	)	$	1,939	$	(1,344	)

Effect of Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in gross profit in the Condensed consolidated statements of operations was as follows:

Effect of Non-Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of non-designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in Interest and other income, ~~(expense),~~ net in the Condensed consolidated statement of operations was as follows:

12. RESEARCH AND DEVELOPMENT GRANTS

As of ~~June~~September 30, 2010, the Company has received approximately ~~$0.7~~$1.1 million in Mexican government grant funds ~~which~~that are designated for use in various research and development activities. The Company’s accounting policy is to offset research and development expenses or reduce the cost basis of capital expenditures as incurred against the funds received. In the ~~first quarter of fiscal 2011,~~six months ended September 30, 2010, the Company utilized approximately $0.6 million of these funds against expenses and capital expenditures. ~~The~~Per the grant requirements, the Company is required to use the remaining funds ~~are required to be used~~ in the ~~next two~~ fiscal ~~quarters.~~quarter ended December 31, 2010.

The amounts related to discontinued operations have been excluded from the discussion below as discontinued operations are classified separately ~~classified~~ for all periods presented.

The effective tax rate for the three and six months ended ~~June~~September 30, 2010 was ~~26.9%~~27.4% and 27.1%, respectively, compared to ~~31.6%~~26.1% and 28.7% for the same ~~period~~periods a year ago. The ~~lower~~higher effective tax rate for the three months ended ~~June~~September 30, 2010 compared to the same period a year ago is due primarily ~~due~~ to the expiration of the U.S. research tax credit. The decrease in the effective tax rate for the six months ended September 30, 2010 compared to the same period a year ago is due primarily to minimal tax benefit from certain foreign restructuring charges in the ~~first quarter~~prior period offset in part by the expiration of ~~fiscal 2010 which~~ the ~~Company did not have in the current quarter.~~U.S. research tax credit. The effective tax rate differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes, and other factors. The future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the United States (“U.S.”) or internationally, or a change in estimates of future taxable income which could result in a valuation allowance being required.

As of ~~June~~September 30, 2010, the Company had ~~$11.5~~$12.1 million of unrecognized tax benefits, compared to $11.2 million at March 31, 2010, recorded in Long-term income taxes payable on the Condensed consolidated balance sheet, all of which would favorably impact the effective tax rate in future periods if recognized.

The ~~Company's~~Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in Income tax expense. The accrued interest related to unrecognized tax positions is ~~approximately~~$1.9 million as of September 30, 2010 as compared to $1.7 million as of ~~June 30, 2010 and~~ March 31, 2010. No penalties have been accrued.

Although the timing and outcome of income tax audits is highly uncertain, it is possible that certain unrecognized tax benefits may be reduced as a result of the lapse of the applicable statutes of limitations in federal, state and foreign jurisdictions within the next 12twelve months. Currently, the Company cannot reasonably estimate the amount of reductions, if any, during the next 12twelve months. Any such reduction could be impacted by other changes in unrecognized tax benefits.

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The Company and its subsidiaries are subject to taxation in various foreign and state jurisdictions as well as in the U.S. The Company is no longer subject to U.S. federal tax examinations by tax authorities for tax years prior to ~~2007 or state income tax examinations prior to 2006.~~2007. The Company is under examination by the California Franchise Tax Board for its 2007 and 2008 tax years. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal 2005, except for the United Kingdom and Germany which have been concluded for tax years prior to fiscal 2008.

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14. COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share:

	Three Months Ended					Three Months Ended					Six Months Ended
	June 30,					September 30,					September 30,
(in thousands, except per share data)	2010		2009			2010		2009			2010		2009

Numerator:
Income from continuing operations	$	25,946	$	12,938		$	25,429	$	15,897		$	51,375	$	28,835
Loss from discontinued operations		-		(2,288	)		-		(16,643	)		-		(18,931	)
Net income	$	25,946	$	10,650
Net income (loss)						$	25,429	$	(746	)	$	51,375	$	9,904

Denominator:
Weighted average shares-basic		48,128		48,527			47,087		48,737			47,607		48,632
Dilutive effect of employee equity incentive plans		1,586		138			1,437		830			1,541		486
Weighted average shares-diluted		49,714		48,665			48,524		49,567			49,148		49,118

Earnings (loss) per common share-basic:
Continuing operations	$	0.54	$	0.27		$	0.54	$	0.33		$	1.08	$	0.59
Discontinued operations	$	-	$	(0.05	)	$	-	$	(0.34	)	$	-	$	(0.39	)
Net income (loss)	$	0.54	$	0.22		$	0.54	$	(0.02	)	$	1.08	$	0.20

Earnings (loss) per share-diluted
Continuing operations	$	0.52	$	0.27		$	0.52	$	0.32		$	1.05	$	0.59
Discontinued operations	$	-	$	(0.05	)	$	-	$	(0.34	)	$	-	$	(0.39	)
Net income	$	0.52	$	0.22
Net income (loss)						$	0.52	$	(0.02	)	$	1.05	$	0.20

Potentially dilutive securities excluded from earnings per diluted share because their effect is anti-dilutive		2,334		9,145
Potentially dilutive securities excluded from earnings (loss) per diluted share because their effect is anti-dilutive							2,254		5,407			2,214		7,071

As a result of classifying the AEG segment as discontinued operations, the denominator for the three months ended September 30, 2009 used in determining whether the inclusion of potential common shares for diluted earnings per share would have been anti-dilutive has been revised as its dilution effect is based on Income from continuing operations as previously compared to Net income (loss).

15. REVENUE AND MAJOR CUSTOMERS

The following table presents net revenues by product group:

The following table presents net revenues by geography:

No customer accounted for 10% or more of total net revenues for the three or six months ended ~~June~~September 30, 2010 and 2009, nor did any one customer account for 10% or more of accounts receivable, net, at ~~June~~September 30, 2010 and March 31, 2010.

CERTAIN FORWARD-LOOKING INFORMATION:

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements may generally be identified by the use of such words as “expect,” “anticipate,” “believe,” “intend,” “plan,” “will,” or “shall” and similar expressions, or the negative of these terms. Specific forward-looking statements contained within this Form 10-Q include statements containing our expectations regarding (i) the United States (“U.S.”) and world economy, (ii) our belief that the adoption of new accounting standards in relation to revenu e arrangements will not have a material impact on future financial periods, (iii) the launch of additional UC products and new Mobile products, (iv) our top corporate goal to invest for Unified Communications (“UC”) leadership and a high return on our investments, ~~(iii)~~(v) our ability to continue to focus on certain strategic initiatives, ~~(iv)~~(vi) the future of UC technologies, including their implementation, growth in deployments, the effect on headset adoption, and our expectation concerning our revenue opportunity from UC, ~~(v)~~(vii) our position in the UC market, ~~(vi)~~(viii) our ability to develop firmware and software for UC, ~~(vii)~~(ix) our expenses, including research and development expenses and sales, general and administrative expenses, ~~(viii) our restructuring programs and their impact on our financial results, (ix)~~(x) maintaining revenue growth, ~~in addition to other statements regarding our future operations, results of operations, financial condition, prospects~~ and ~~business strategies, and (x)~~(xi) our anticipated capital expenditures for the remainder of fiscal 2011 in addition to other statements regarding our future operations, financial condition and prospects and business strategies. Such forward-looking statements ~~are~~ar e based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Factors that could cause actual results and events to differ materially from such forward-looking statements are included, but not limited to, those discussed in the section entitled “Risk Factors” herein and other documents filed with the Securities and Exchange Commission ~~("SEC"~~(“SEC”) including our annual Report on Form 10-K for the fiscal year ended March 31, 2010. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

We are a leading worldwide designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, and accessories for the business and consumer markets under the Plantronics brand. In addition, we manufacture and market, under our Clarity brand, specialty telephone products, such as telephones for the hearing impaired, and other related products for people with special communication needs.

We ship a broad range of products to ~~over 55~~approximately 60 countries through a worldwide network of distributors, retailers, wireless carriers, original equipment manufacturers (“OEMs”), and telephony service providers. We have well-developed distribution channels in North America, Europe, Australia and New Zealand, where use of our products is widespread. Our distribution channels in other regions of the world are less mature, and, while we primarily serve the contact center markets in those regions, we are expanding into the office, mobile and entertainment, and specialty telephone markets in additional international locations.

As a result of the sale of Altec Lansing, our Audio Entertainment Group (“AEG”) business segment on December 1, 2009, AEG operating results have been classified as discontinued operations for all periods presented.

This increase was offset in part by lower Mobile revenues, which decreased by 20%, or $7.1 million, over the same quarter a year ago due to declines in our U.S. revenues which resulted primarily from channel partners reducing their inventory levels due to weakness in the ove rall product category and the phase out of older Mobile products at our resellers in anticipation of the October 2010 release of our new products. We also believe our market share for Mobile products decreased slightly in the U.S. while increasing internationally as compared to the same quarter a year ago.

We expect UC ~~is widely expected~~ to increase the adoption and use of headsets in enterprise applications. Headsets enable voice to be delivered naturally in UC systems. As UC is adopted by enterprises to reduce costs and improve collaboration, headsets are expected to be an important part of the UC system. We continue to invest in creating new products that are more appealing in functionality and ~~design while being specifically developed for the UC market.~~

design. Our top corporate goal for fiscal 2011 is to invest for UC leadership and a high return on investment in ~~UC (see our fiscal 2010 Form 10-K).~~UC. During the ~~quarter~~six months ended ~~June~~September 30, 2010, we made progress on this goal. ~~In fact, our~~Our Savi™ Office, Blackwire, ~~Calisto and~~ Voyager PRO UC, and Calisto product families contributed ~~$9.8~~$13.3 million and $23.1 million to our net revenues in the ~~first quarter~~three and six months ended September 30, 2010, re spectively, and we expect to launch additional UC products in the second half of fiscal 2011; however, there can be no assurance that significant growth in UC will occur or that we will be able to capitalize on that growth ~~(see~~(See Item 1A Risk Factors).

Consolidated net revenues increased by $43.3 million from $285.6 million in the six months ended September 30, 2009 to $328.9 million for the ~~first quarter~~six months ended September 30, 2010. This increase was driven by higher sales volume of ~~fiscal 2011 also~~our OCC products which increased ~~in all other product categories which also increased~~24%, or $46.1 million, from the same period a year ago as a result of a stronger overall economic ~~environment. We also benefited from new product revenue, both~~environment, together with increased demand for headsets designed for UC and consumer, from products such as the Savi™ Office, the Voyager PRO, the Discovery 975 and the Explorer 240, all of which contributed to the growth in net revenues from the first quarter in the prior year.applications.

We ~~had income~~reported Income from continuing operations ~~net~~ of ~~tax, of $25.9~~$51.4 million in the ~~three~~six months ended ~~June~~September 30, 2010 as compared to ~~$12.9~~$28.8 million for the ~~three~~six months ended ~~June~~September 30, 2009, an increase of ~~$13.0 million,~~$22.6 million. This increase was due primarily ~~due~~ to higher net revenues and improved margins as a result of ~~outsourcing~~a larger mix of our ~~Bluetooth~~ ~~product~~higher margin OCC products and lower manufacturing costs. The improvement in gross profit was offset in part by higher operating expenses due primarily to increased expenses as we invest in the ~~prior year together with other cost reductions which improved our gross margin,~~business and ~~overall reduced operating~~higher compensation expenses, mostly from ~~restructuring actions taken in the prior year.~~

RESULTS OF OPERATIONS

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OCC products represent our largest source of revenues, while Mobile products represent large unit volume opportunities. Revenues may vary due to seasonality, the timing of new product introductions, discounts and other incentives and channel mix.

We have a “book and ship” business model, whereby we ship most orders to our customers within 48 hours of receipt of those orders. Thus, we cannot rely on the level of backlog to provide visibility into potential future revenues.

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Net revenues increased ~~by 21%~~ to ~~$170.7~~$158.3 million in the ~~first~~second quarter of fiscal 2011 from ~~$141.2~~$144.5 million in the ~~first~~second quarter of fiscal 2010 ~~which is mostly~~and to $328.9 million for the six months ended September 30, 2010 from $285.6 million in the same period a year ago as a result of higher OCC ~~and Mobile~~ revenues due to ~~the~~ improved economic ~~conditions.~~conditions and the growth in UC revenues.

Fluctuations in the net revenues for the three months ended ~~June~~September 30, 2010 compared to the same quarter a year ago were primarily a result of the following:

OCC net revenues increased by ~~$21.7~~$24.4 million due primarily ~~due~~ to improved global economic conditions and growth in UC revenues.

Mobile net revenues ~~increased $6.3~~decreased $7.1 million ~~primarily~~due mostly to channel partners who reduced their inventory levels in response to weakness in the overall category and the phase out of older product models.

Clarity net revenues decreased $2.7 million attributable to the deferral of revenue on shipments in the first quarter of fiscal 2010 until cash was collected in the second quarter of fiscal 2010 as a result of the uncertainty of timing of cash collection due to ~~improved consumer retail conditions globally and an increased proportion~~budget issues in the State of ~~revenues from higher price-point products.~~California with government programs.

Fluctuations in the net revenues for the six months ended September 30, 2010 compared to the same period a year ago resulted primarily from an increase of $46.1 million in OCC net revenues, due primarily to increased sales as a result of improved global economic conditions and growth in UC revenues.

Net revenues derived from sales of consumer goods into the retail channel typically account for a seasonal spike in the third quarter of our fiscal year.

Geographical Information

	Three Months Ended								Three Months Ended								Six Months Ended
	June 30,				Increase				September 30,				Increase				September 30,				Increase
(in thousands except percentages)	2010		2009		(Decrease)				2010		2009		(Decrease)				2010		2009		(Decrease)

Net revenues from unaffiliated customers:
United States ("U.S.")	$	103,992	$	88,789	$	15,203	17.1	%
U.S.									$	96,100	$	93,370	$	2,730	2.9	%	$	200,092	$	182,159	$	17,933	9.8	%

Europe, Middle East and Africa		38,782		34,308		4,474	13.0	%		36,299		31,164		5,135	16.5	%		75,081		65,472		9,609	14.7	%
Asia Pacific		16,263		8,734		7,529	86.2	%		14,642		12,187		2,455	20.1	%		30,905		20,921		9,984	47.7	%
Americas, excluding United States		11,648		9,331		2,317	24.8	%
Americas, excluding U.S.										11,214		7,737		3,477	44.9	%		22,862		17,068		5,794	33.9	%
Total international net revenues		66,693		52,373		14,320	27.3	%		62,155		51,088		11,067	21.7	%		128,848		103,461		25,387	24.5	%

Total net revenues	$	170,685	$	141,162	$	29,523	20.9	%	$	158,255	$	144,458	$	13,797	9.6	%	$	328,940	$	285,620	$	43,320	15.2	%

Consolidated U.S. net revenues, as a percentage of total net revenues, were 61% of total net revenues in both the ~~first quarter of fiscal 2011~~three and six months ended September 30, 2010, as compared to ~~63%~~65% and 64% in the same ~~period~~respective periods in the prior ~~year; however,~~year. U.S. net revenues in dollars increased ~~17%~~2.9% and 9.8% in the three and six months ended ~~June~~September 30, 2010, respectively, due primarily ~~due~~ to higher revenue from OCC products. ~~Consolidated international~~International net revenues increased to 39% of total net revenues in both the ~~first quarter of fiscal 2011~~three and six months ended September 30, 2010, as compared to ~~37%~~35% and 36% in the same ~~period~~respective periods in the prior year and increased by ~~27%~~21.7% and 24.5% in dollars ~~from~~for the ~~first quarter~~three and six months ended September 30, 2010, respectively, compared to the same three and six month periods of ~~fiscal 2010.~~the prior year. The EMEA region increa sed due to improved demand for OCC products and increased product placements in the Mobile market. Asia Pacific region revenues increased mostly from higher OCC product revenues as a result of improved economic conditions and increased channel ~~resources, particularly in OCC revenues, and the EMEA region increased due to improved product placements primarily in the Mobile market.~~resources.

COST OF REVENUES AND GROSS PROFIT

Cost of revenues consists primarily of direct manufacturing and contract manufacturer costs, warranty expense, and reserves for excess and obsolete inventory. These costs include material and direct labor, our operations management team and indirect labor such as supervisors and warehouse workers, freight expense, depreciation, royalties, and an allocation of overhead expenses including facilities, human resources and IT costs.

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	Three Months Ended												Six Months Ended
	September 30,						Increase						September 30,						Increase
(in thousands except percentages)	2010			2009			(Decrease)						2010			2009			(Decrease)

Net revenues	$	158,255		$	144,458		$	13,797			9.6	%	$	328,940		$	285,620		$	43,320		15.2	%
Cost of revenues		72,296			76,527			(4,231	)		(5.5	%)		153,533			152,685			848		0.6	%
Consolidated gross profit	$	85,959		$	67,931		$	18,028			26.5	%	$	175,407		$	132,935		$	42,472		31.9	%
Consolidated gross profit %		54.3	%		47.0	%		7.3		ppt.				53.3	%		46.5	%		6.8	ppt.

Three Months Ended
June 30, Increase
(in thousands except percentages) 2010 2009 (Decrease)

Net revenues $ 170,685 $ 141,162 $ 29,523 20.9 %
Cost of revenues 81,237 76,158 5,079 6.7 %
Consolidated gross profit $ 89,448 $ 65,004 $ 24,444 37.6 %
Consolidated gross profit % 52.4 % 46.0 % 6.4 ppt.

Gross profit increased by 38% to $89.4 million in the first quarter of fiscal 2011 from $65.0 million in the first quarter of fiscal 2010. This increase was due to higher revenues and lower manufacturing costs. As a percentage of net revenues, the increase in gross profit ~~of 6.4 percentage points~~in the three months ended September 30, 2010 as compared to the same quarter a year ago was due primarily ~~due~~ to the following:

a ~~3.1~~2.6 percentage point benefit ~~primarily~~from higher product margins driven by a favorable product mix with total revenues consisting of a higher portion of OCC revenues, which generally have a higher gross margin than other product categories;

a 2.2 percentage point benefit from improved Bluetooth product margins related to lower costs as a result of the outsourcing of our ~~outsourcing arrangement entered into~~manufacturing beginning in ~~fiscal 2010;~~July 2009;

a ~~3.0~~1.6 percentage point benefit from lower depreciation expenses as we incurred accelerated depreciation expenses in the prior fiscal year period related to the closure of our Suzhou, China manufacturing facility in July 2009;

a ~~0.5~~0.9 percentage point benefit from a combination of lower ~~requirements~~costs for ~~excess~~duty, freight, scrap, and ~~obsolete inventory provisions;~~other factory costs;

a ~~0.4~~0.7 percentage point benefit from lower royalty expense as a result of a change in contract terms with a long-standing customer; and

a ~~0.6~~0.7 percentage point detriment from higher ~~duty~~requirements for excess and obsolete inventory provisions.

The increase in gross profit as a percentage of net revenues in the six months ended September 30, 2010 compared to the same quarter a year ago was due primarily to the following:

a 2.5 percentage point benefit from improved Bluetooth product margins related to lower costs as a result of the outsourcing of our manufacturing beginning in July 2009;

a 2.3 percentage point benefit from lower depreciation expenses ~~mostly due to the benefit of a one-time adjustment~~as we incurred accelerated depreciation expenses in the prior fiscal year ~~quarter correcting~~period related to the ~~overstatement~~closure of ~~duty expenses~~our Suzhou, China manufacturing facility in July 2009;

a 1.4 percentage point benefit from ~~prior periods.~~higher product margins driven mostly by a favorable product mix with total revenues consisting of a higher portion of OCC revenues which generally have a higher gross margin than other product categories; and

a 0.6 percentage point benefit from lower royalty expense as a result of a change in contract terms with a long-standing customer.

Product mix has a significant impact on gross profit as there can be significant variances between our higher and our lower margin ~~products; therefore,~~products. Therefore, small variations in product mix, which can be difficult to predict, can have a significant impact on gross profit. In addition, if we do not properly anticipate changes in demand, we have in the past, and may in the future, incur significant costs associated with writing off excess and obsolete inventory or incur charges for adverse purchase commitments. Gross profit may also vary based on distribution channel, return rates, the amount of product sold for which royalties are required to be paid, the rate at which royalties are calculated, and other factors.

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RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering costs are expensed as incurred and consist primarily of compensation costs, outside services, including legal fees associated with protecting our intellectual property, depreciation, expensed materials, ~~depreciation,~~ and an allocation of overhead expenses, including facilities, human resources, and IT costs.

Three Months Ended
June 30, Increase
(in thousands except percentages) 2010 2009 (Decrease)

Research, development and engineering $ 14,901 $ 13,669 $ 1,232 9.0 %
% of total net revenues 8.7 % 9.7 % (1.0 ) ppt.

In the three months ended June 30, 2010, compared to the same period a year ago, research, development and engineering expenses increased in dollars but decreased as a percentage of revenue as a result of higher revenues.

	Three Months Ended											Six Months Ended
	September 30,						Increase					September 30,						Increase
(in thousands except percentages)	2010			2009			(Decrease)					2010			2009			(Decrease)

Research, development and engineering	$	15,206		$	13,542		$	1,664		12.3	%	$	30,107		$	27,211		$	2,896			10.6	%
% of total net revenues		9.6	%		9.4	%		0.2	ppt.				9.2	%		9.5	%		(0.3	)	ppt.

For the three months ended ~~June~~September 30, 2010, research, development and engineering expenses increased as compared to the three months ended September 30, 2009 due primarily to $1.0 million in higher project-related costs including outside services. For the six months ended September 30, 2010, expenses increased ~~mostly~~as compared to the same period ended September 30, 2009 due primarily to $1.5 million in higher ~~project~~project-related costs ~~and~~including outside services along with increased compensation expenses ~~mostly as a result of~~which resulted primarily from higher ~~variable-based~~performance-based compensation due to higher profits and increased ~~employee~~ headcount.

We anticipate that our research, development and engineering expenses will increase slightly from the ~~current~~second quarter in the remaining quarters of fiscal 2011 as we continue to invest in UC.

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SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses consist primarily of compensation costs, marketing costs, professional service fees, travel expenses, litigation costs, allocations of overhead expenses, including facilities, human resources and IT costs, and bad debt expense.

	Three Months Ended												Three Months Ended											Six Months Ended
	June 30,						Increase						September 30,						Increase					September 30,						Increase
(in thousands except percentages)	2010			2009			(Decrease)						2010			2009			(Decrease)					2010			2009			(Decrease)

Selling, general and administrative	$	38,686		$	33,184		$	5,502			16.6	%	$	36,742		$	32,913		$	3,829		11.6	%	$	75,428		$	66,097		$	9,331			14.1	%
% of total net revenues		22.7	%		23.5	%		(0.8	)	ppt.				23.2	%		22.8	%		0.4	ppt.				22.9	%		23.1	%		(0.2	)	ppt.

~~For~~In the three months ended ~~June~~September 30, 2010 compared to the ~~same period a year ago,~~three months ended September 30, 2009, selling, general and administrative expenses increased ~~in dollars but decreased as a percentage~~due mostly to higher compensation expenses of ~~revenue~~$1.3 million as a result of higher ~~revenues.~~

~~For the three months ended June 30, 2010 compared to the same period a year ago, expenses increased mostly due to increased compensation expenses of $2.3 million due to higher variable-based~~performance-based compensation on higher revenues and profits, ~~along~~increased travel expenses of $1.0 million, higher legal fees, and increased professional service fees associated with higher revenues.

In the six months ended September 30, 2010 compared to the six months ended September 30, 2009, selling, general and administrative expenses increased due mostly to higher compensation expenses of $3.5 million as a result of higher performance-based compensation on higher revenues and profits, increased travel expenses of $1.7 million, increased marketing promotional costs of $1.1 million, higher professional service fees associated with higher revenues, and ~~sales promotion expenses, travel, and professional services~~higher legal fees.

We anticipate our selling, general and administrative expenses will increase ~~slightly~~ from the ~~current~~second quarter level in the remaining quarters of fiscal 2011 due in part to marketing programs for the launch of UC products planned in the second half of the fiscal year.Although we expect an increase in absolute dollars in the second half of the fiscal year, we expect our selling, general and administrative expenses will decrease as a percentage of total net revenues in comparison to the second quarter of fiscal 2011.

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RESTRUCTURING AND OTHER RELATED CHARGES

	Three Months Ended												Three Months Ended												Six Months Ended
	June 30,						Increase						September 30,						Increase						September 30,						Increase
(in thousands except percentages)	2010			2009			(Decrease)						2010			2009			(Decrease)						2010			2009			(Decrease)

Restructuring and other related charges	$	-		$	578		$	(578	)		(100.0	%)	$	-		$	857		$	(857	)		(100.0	%)	$	-		$	1,435		$	(1,435	)		(100.0	%)
% of total net revenues		0.0	%		0.4	%		(0.4	)	ppt.				0.0	%		0.6	%		(0.6	)	ppt.				0.0	%		0.5	%		(0.5	)	ppt.

As a result of these ~~various~~restructuring actions, induring the ~~three~~six months ended ~~June~~September 30, 2009, we recorded approximately ~~$0.6~~$1.4 million of Restructuring and other related charges, consisting of severance and benefits along with facilities and equipment charges. In addition, during the six months ended September 30, 2009, we recorded non-cash charges of $5.2 million for accelerated depreciation related to the building and equipment associated with manufacturing operations which is included in Cost of revenues. There were no charges induring the ~~three~~six months ended ~~June~~September 30, 2010.

As of ~~June~~September 30, 2010, we have recorded a total of $19.1 million of costs related to these actions, which includes $12.2 million of severance and benefits and $6.9 million in non-cash charges related to accelerated depreciation charges, the write-off of facilities and equipment and loss on Assets held for ~~sale,~~sale. All of ~~which~~these costs were recorded as restructuring expenses, with the exception of $5.2 million of accelerated depreciation which was recorded in Cost of revenues. Substantially all the costs related to these actions have been ~~recorded and~~ paid as of ~~June~~September 30, 2010.

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OPERATING INCOME

	Three Months Ended											Three Months Ended											Six Months Ended
	June 30,						Increase					September 30,						Increase					September 30,						Increase
(in thousands except percentages)	2010			2009			(Decrease)					2010			2009			(Decrease)					2010			2009			(Decrease)

Operating income	$	35,861		$	17,573		$	18,288		104.1	%	$	34,011		$	20,619		$	13,392		64.9	%	$	69,872		$	38,192		$	31,680		82.9	%
% of total net revenues		21.0	%		12.4	%		8.6	ppt.				21.5	%		14.2	%		7.3	ppt.				21.2	%		13.4	%		7.8	ppt.

In the three and six months ended ~~June~~September 30, 2010, compared to the same ~~period~~periods in the prior year, consolidated operating income increased ~~mostly due to~~primarily as a result of higher net revenues and associated gross profit ~~and~~due to cost reductions as a result of restructuring and other actions taken in the prior year to significantly reduce our manufacturing cost structure.

INTEREST AND OTHER INCOME, ~~(EXPENSE),~~ NET

In the three months ended ~~June~~September 30, 2010 compared to the same period in the prior year, interest and other income, ~~(expense),~~ net ~~decreased~~increased due primarily ~~due~~ to greater foreign currency exchange ~~losses~~gains in the ~~first~~second quarter of fiscal 2011 ~~as compared to foreign currency exchange gains~~than in the prior year period as a result of the weakness of the U.S. ~~dollar~~dollar. In the six months ended September 30, 2010 compared to the same period in ~~addition~~the prior year, interest and other income, net decreased due primarily to ~~lower interest income~~greater foreign currency exchange gains in the prior six month period as a result of ~~declining interest rates despite higher average cash and investments in~~the dollar weakening significantly more during that period than during the current ~~quarter.~~six month period.

The amounts related to discontinued operations have been excluded from the discussion below as discontinued operations are classified separately ~~classified~~ for all periods presented.

Our effective tax rate for the three and six months ended ~~June~~September 30, 2010 was ~~26.9%~~27.4% and 27.1%, respectively, compared to ~~31.6%~~26.1% and 28.7% for the same ~~period~~periods a year ago. The ~~lower~~higher effective tax rate for the three months ended ~~June~~September 30, 2010 compared to ~~the tax benefit for~~ the same period a year ago is due primarily ~~due~~ to the expiration of the U.S. research tax credit. The decrease in the effective tax rate for the six months ended September 30, 2010 compared to the same period a year ago is due primarily to minimal tax benefit from certain foreign restructuring charges during the ~~first quarter~~same period a year ago offset in part by the expiration of ~~fiscal 2010 which we did not have in~~ the ~~current quarter.~~U.S. research tax credit. The effective tax rate differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, tax credits, state ~~taxes~~tax es and other factors. Our future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, or a change in estimates of future taxable income which could result in a valuation allowance being required.

As of ~~June~~September 30, 2010, we had ~~$11.5~~$12.1 million of unrecognized tax benefits compared to $11.2 million as of March 31, 2010, recorded in Long-term income taxes payable on the Condensed consolidated balance sheet, all of which would favorably impact the effective tax rate in future periods if recognized.

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It is our continuing practice to recognize interest and/or penalties related to income tax matters in Income tax expense. ~~We had approximately $1.7 million of~~The accrued interest related to uncertain tax positions is $1.9 million as of ~~June~~September 30, 2010 ~~and~~as compared to $1.7 million as of March 30, 2010. No penalties have been accrued.

Although the timing and outcome of income tax audits is highly uncertain, it is possible that certain unrecognized tax benefits may be reduced as a result of the lapse of the applicable statutes of limitations in federal, state, and foreign jurisdictions within the next twelve months. Currently, we cannot reasonably estimate the amount of reductions, if any, during the next twelve months. Any such reduction could be impacted by other changes in unrecognized tax benefits.

We ~~file income tax returns~~are subject to taxation in various foreign and state jurisdictions as well as in the U.S. ~~federal jurisdiction, various states, and foreign jurisdictions.~~ We are no longer subject to U.S. federal tax examinations by tax authorities for years prior to ~~2007 or state income tax examinations prior to 2006.~~2007. We are under examination by the California Franchise Tax Board for our 2007 and 2008 tax years. Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal 2005, except for the United Kingdom and Germany which have been concluded for tax years prior to fiscal 2008.

DISCONTINUED OPERATIONS

We entered into an Asset Purchase Agreement on October 2, 2009, a First Amendment to the Asset Purchase Agreement on November 30, 2009, a Side Letter to the Asset Purchase Agreement on January 8, 2010, and a second Side Letter to the Asset Purchase Agreement on February 15, 2010 (collectively, the “APA”) to sell Altec Lansing, our AEG segment, which was completed effective December 1, 2009. AEG was engaged in the design, manufacture, sales and marketing of audio solutions and related technologies. All of the revenues in the AEG segment were derived from sales of Altec Lansing products. All operations of AEG have been classified as discontinued operations in the Consolidated statement of operations for all periods presented.

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(in thousands)	Three Months Ended June 30,					Three Months Ended September 30,			Six Months Ended September 30,
	2010		2009			2009			2009

Net revenues	$	-	$	18,963		$	22,957		$	41,920
Cost of revenues		-		(16,411	)		(18,202	)		(34,613	)
Operating expenses		-		(5,708	)		(6,163	)		(11,871	)
Impairment of goodwill and long-lived assets							(25,194	)		(25,194	)
Restructuring and other related charges		-		(19	)		-			(19	)
Loss from operations of discontinued AEG segment		-		(3,175	)		(26,602	)		(29,777	)
Tax benefit from discontinued operations		-		(887	)		(9,959	)		(10,846	)
Loss on discontinued operations, net of tax	$	-	$	(2,288	)	$	(16,643	)	$	(18,931	)

The table below provides selected Condensed consolidated cash flow information for the periods presented:

	Six Months Ended
	September 30,
(in thousands)	2010			2009

Cash provided by operating activities	$	57,285		$	52,475

Cash used for capital expenditures and other assets	$	(6,227	)	$	(3,003	)
Cash provided by maturities (used for purchases) of investments,net		(56,331	)		35,750
Cash provided by other investing activities		-			277
Cash provided by (used for) investing activities	$	(62,558	)	$	33,024

Cash used for financing activities	$	(50,871	)	$	(1,423	)

Cash Flows from Operating Activities

Cash flows from operating activities for the ~~three~~six months ended ~~June~~September 30, 2010 consisted of net income of ~~$25.9~~$51.4 million, non-cash charges of ~~$6.6~~$13.9 million and working capital uses of cash of ~~$0.5~~$8.0 million. Non-cash charges related primarily to ~~$4.0~~$7.8 million of depreciation and amortization and ~~$3.8~~$7.8 million of stock-based compensation offset in part by a ~~$1.2~~$2.8 million benefit from deferred income taxes. Working capital uses of cash consisted primarily of ~~increases~~an increase in ~~inventory~~accounts receivable and a decrease in accounts ~~receivable.~~payable. The days sales outstanding (“DSO”) as of ~~June~~September 30, 2010 decreased to 5154 days from 5664 days as of ~~June~~September 30, 2009, which was due primarily ~~due~~ to higher net revenues during the ~~current~~six months ended September 30, 2010 as the same period asin the prior year ~~quarter~~ experienced a larger ~~impact~~im pact from the global recession. The DSO calculation is ~~base d~~based on Net revenues from continuing operations and consolidated accounts receivable, which includes AEG receivables as these assets did not transfer with the sale. The working capital uses of cash were offset in part by working capital sources of cash, primarily from ~~an increase~~a decrease in ~~accounts payable related to the increase in inventory and an increase in~~prepaid income ~~taxes payable.~~taxes.

Cash Flows from Investing Activities

Net cash flows ~~provided by~~used for investing activities for the ~~three~~six months ended ~~June~~September 30, 2010 consisted primarily ~~consisted~~ of $64.8 million and $14.7 million for the purchase of short-term and long-term investments, respectively, along with capital expenditures of $6.2 million related primarily to tooling and IT projects. These uses of cash were offset in part by net proceeds of $23.3 million from the sale of our Auction Rate Securities (“ARS”) short-term investments at par ~~value and capital expenditures of $3.0 million primarily related to tooling and IT projects.~~value.

Net cash flows provided by investing activities for the ~~three~~six months ended ~~June~~September 30, 2009 consisted primarily ~~consisted~~ of net proceeds from maturities of short-term investments of ~~$10.0~~$35.0 million and capital expenditures of ~~$1.7 million.~~$3.0 million related primarily to IT projects and tooling costs.

Cash Flows used for Financing Activities

Net cash flows used infor financing activities for the ~~three~~six months ended ~~June~~September 30, 2010 consisted primarily ~~consisted~~ of ~~$43.7~~$60.0 million related to the repurchase of common stock and dividend payments of ~~$2.5~~$4.8 million, which were partially offset by ~~$7.7~~$11.1 million in proceeds from the exercise of employee stock ~~options.~~options and $2.0 million in proceeds from the sale of treasury stock.

Net cash flows used infor financing activities for the ~~three~~six months ended ~~June~~September 30, 2009 consisted primarily ~~consisted~~ of dividend payments of ~~$2.4~~$4.9 million and ~~$0.4~~$4.5 million related to the repurchase of common stock, which was partially offset by ~~$0.7~~$5.6 million in proceeds from the exercise of employee stock ~~options.~~options and $1.6 million in proceeds from the sale of treasury stock.

Liquidity and Capital Resources

Our primary discretionary cash requirements have historically ~~have~~ been to repurchase stock and for capital expenditures. At ~~June~~September 30, 2010, we had working capital of ~~$493.9~~$492.1 million, including ~~$363.0~~$359.4 million of cash, ~~and~~ cash equivalents and short-term investments, compared with working capital of $500.0 million, including $369.2 million of cash, cash equivalents and short-term investments at March 31, 2010. The decrease in working capital at ~~June~~September 30, 2010 compared to March 31, 2010 is a result of the decrease in cash due to stock repurchases during the ~~current quarter~~six months ended September 30, 2010, offset in part by cash generated from operating activities. As of ~~June~~September 30, 2010, of our ~~$363.0~~$359.4 million of cash, ~~and~~ cash equivalents ~~$113.7~~and short-term investments, $104.8 million is held in the U.S. while ~~$249.3~~$254.6 million is held internationally and would be subject to U.S. tax if we repatriate back to ~~t he~~the U.S.

For the remainder of fiscal 2011, we expect to spend an additional $8.0 million to ~~$10.0~~$9.0 million in capital expenditures, consisting primarily ~~consisting~~ of solar panels to reduce energy costs in our corporate headquarters, IT related expenditures and tooling for new products. We will continue to evaluate new business opportunities and new markets; as a result, future growth within the existing business or new opportunities and markets may dictate the need for additional facilities and capital expenditures to support that growth.

~~Table~~During the first six months of ~~Contents~~

~~On March 1, 2010, the Board of Directors authorized a new plan to repurchase 1,000,000 shares of common stock. During~~ fiscal ~~2010,~~2011, we repurchased ~~24,100~~2,034,700 shares of our common stock ~~under this plan~~ in the open market as part of our publicly announced repurchase programs at a total cost of ~~$0.8 million and an average price of $31.31 per share. As of March 31, 2010, there~~$60.0 million. The repurchases were ~~975,900 remaining shares~~from three separate repurchase plans authorized for repurchase. In the first quarter of fiscal 2011, we repurchased an additional 975,900 shares under this plan in the open market at a total cost of approximately $29.3 million and an average price of $30.07 per share. On June 4, 2010,by the Board of Directors ~~authorized~~on March 1, 2010, June 4, 2010, and August 27, 2010, respectively, for the repurchase of 1,000,000 shares under ~~a new repurchase~~each plan. ~~In the first quarter of fiscal 2011, we repurchased 497,816 shares in the open market under the Ju ne 2010 plan at a total cost of approximately $14.4 million and an average price of $28.85 per share.~~ As of ~~June~~September 30, 2010, there were ~~502,184~~a total of 941,200 remaining shares authorized for repurchase, all of which are under the ~~June~~August 27, 2010 plan. ~~In total, in the first quarter of fiscal 2011, we repurchased 1,473,716 shares of common stock in the open market at a total cost of $43.7 million and an average price of $29.66 per share.~~

Our cash and cash equivalents as of ~~June~~September 30, 2010 ~~consists~~consist of U.S. Treasury Bills or Treasury-Backed funds and bank deposits with third party financial institutions. While we monitor bank balances in our operating accounts and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail or there are other adverse conditions in the financial markets. Cash balances are held throughout the world, including substantial amounts held outside of the U.S. Most of the amounts held outside of the U.S. could be repatriated to the U.S., but, under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits, upon repatriation.

Our investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to our investment guidelines and market conditions. As of ~~June~~September 30, 2010, ~~all of~~ our investments were ~~classified as cash equivalents.~~composed of U.S. Treasury Bills, Government Agency Securities, Commercial Paper, and Corporate Bonds.

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We enter into foreign currency forward-exchange contracts, which typically mature in one month, to hedge our exposure to foreign currency fluctuations of foreign currency-denominated receivables, payables, and cash balances. We record in the Condensed consolidated balance sheet at each reporting period the fair value of our forward-exchange contracts and record any fair value adjustments in our Consolidated statement of operations. Gains and losses associated with currency rate changes on contracts are recorded within Interest and other income, net, offsetting transaction gains and losses on the related assets and liabilities. Please see Item 3 Quantitative and Qualitative Disclosures About Market Risk for additional information.

We also have a hedging program to hedge a portion of forecasted revenues denominated in the Euro and Great Britain Pound with put and call option contracts used as collars. We also started hedging a portion of the forecasted expenditures in Mexican Pesos with a cross-currency swap in the second quarter of fiscal 2010. At each reporting period, we record the net fair value of our unrealized option contracts in the Condensed consolidated balance sheet with related unrealized gains and losses as a component of Accumulated other comprehensive income, a separate element of Stockholders’ equity. Gains and losses associated with realized option and swap contracts are recorded within Net revenue and Cost of revenues. Please see Item 3 Quantitative and Qualitative Disclosures About Market Risk f or additional information.

Our liquidity, capital resources, and results of operations in any period could be affected by the exercise of outstanding stock options, restricted stock grants to employees, and the issuance of common stock under our employee stock purchase plan. Further, the resulting increase in the number of outstanding shares could affect our per share earnings; however, we cannot predict the timing or amount of proceeds from the sale or exercise of these securities or whether they will be exercised at all.

We believe that our current cash and cash equivalents and cash provided by operations will be sufficient to fund operations for at least the next twelve months; however, any projections of future financial needs and sources of working capital are subject to uncertainty. See “Certain Forward-Looking Information” and “Risk Factors” in this Quarterly Report on Form 10-Q for factors that could affect our estimates for future financial needs and sources of working capital.

OFF BALANCE SHEET ARRANGEMENTS

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing and liquidity support or market risk or credit risk support to the Company.

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CONTRACTUAL OBLIGATIONS

There have been no material changes in our contractual obligations outside the normal course of business since the fiscal year ended March 31, 2010. At ~~June~~September 30, 2010, unrecognized tax benefits and related interest were ~~$11.5~~$12.1 million and ~~$1.7~~$1.9 million, respectively. We are unable to reliably estimate the timing of future payments related to unrecognized tax benefits; however, Long-term income taxes payable on our Condensed consolidated balance sheet includes these unrecognized tax benefits. We do not anticipate any material cash payments associated with our unrecognized tax benefits to be made within the next 12 months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a complete description of what we believe to be the critical accounting policies that affect our more significant judgments and estimates used in the preparation of our financial statements, refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010. ~~There~~Other than the item discussed below in Recent Accounting Pronouncements, there have been no changes to our critical accounting policies during the ~~three~~six months ended ~~June~~September 30, 2010.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Topic 605)—Multiple Deliverable Revenue Arrangements (“ASU 2009-13”). ASU 2009-13 eliminates the residual method of allocation and requires the relative selling price method when allocating deliverables of a multiple-deliverable revenue arrangement. The determination of the selling price for each deliverable requires the use of a hierarchy designed to maximize the use of available objective evidence including ~~VSOE,~~vendor specific objective evidence, third party evidence of selling price, ~~(“TPE”),~~ or estimated selling ~~price (“ESP”).~~price.

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In October 2009, the FASB also issued ASU No. 2009-14, Software (Topic 985)—Certain Revenue Arrangements That Include Software Elements (“ASU 2009-14”). ASU 2009-14 excludes tangible products containing software and non-software components that function together to deliver the product’s essential functionality, from the scope of ASC 605-985, Software-Revenue Recognition.

ASU 2009-13 and ASU 2009-14 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and must be adopted in the same period using the same transition method. If adoption is elected in a period other than the beginning of a fiscal year, the amendments in these standards must be applied retrospectively to the beginning of the fiscal year. Full retrospective application of these amendments to prior fiscal years is optional. ~~Early adoption~~We implemented both ASU 2009-13 and ASU 2009-14 in the second quarter of fiscal 2011 with retrospective application to the beginning of fiscal 2011 for transactions that were initiated or materially modified during fiscal 2011. Implementation of these ~~standards may be elected.~~ASUs did not have a material impact on re ported net revenues as compared to net revenues under previous guidance as we do not typically enter into multiple element arrangements. In addition, the new guidance did not change the units of accounting within sales arrangements and the elimination of the residual method for the allocation of arrangement consideration had no impact on the amount and timing of reported net revenues. We ~~are currently evaluating~~do not believe that the ~~impact, if any, that~~effect of adopting these ~~accounting~~ standards will have a material impact on ~~our consolidated~~future financial ~~statements.~~periods.

Item3. Quantitative and Qualitative Disclosures About Market Risk

The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors including those set forth in “Risk Factors.”

INTEREST RATE RISK

We had cash and cash equivalents totaling ~~$363.0~~$294.4 million at ~~June~~September 30, 2010 compared to $350.0 million at March 31, 2010. We ~~did not have any short-term investments as of June 30, 2010. We~~ had short-term investments ~~totaling~~of $65.0 million as of September 30, 2010, compared to $19.2 million as of March 31, 2010. ~~Cash equivalents have a maturity when purchased of three months or less.~~ We had no long-term investments of $14.8 million as of ~~June~~September 30, 2010 and none as of March 31, 2010. Cash equivalents have a remaining maturity of three months or less at the date of purchase; short-term securities have a remaining maturity of greater than three months at the date of purchase; and long-term investments have maturities greater than one year, or we do not currently have the ability to liquidate the investment. As of March 31, 2010, all of our ARS portfolio ~~wa s~~was held in our name at a limited number of major financial institutions and was concentrated primarily in student loans. The ARS were classified as short-term trading securities due to management’s intent to exercise the put option with UBS and the expectation that the ARS will be sold within twelve months. The ARS were sold at par value at the end of June 2010.

As of September 30, 2010, our investments were composed of U.S. Treasury Bills, Government Agency Securities, Commercial Paper, and Corporate Bonds.

Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. A portion of our cash is managed by external managers within the guidelines of our investment policy. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We typically invest in highly rated securities and our policy generally limits the amount of credit exposure to any one issuer. Our investment policy requires investments to be high credit quality, primarily rated A or A2, with the objective of minimizing the potential risk of principal loss. All highly liquid investments with initial maturities of three months or less at the date of purchase are classified as cash equivalents. We classify our investments as either short-term or long-t erm based on each instrument’s underlying contractual maturity date. All short-term investments have maturities less than 12 months, while all long-term investments have maturities greater than 12 months. We may sell our investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. We recognized no material realized or unrealized net gains or losses during the three and six month periods ended September 30, 2010 and 2009.

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Interest rates declined in the ~~first three-month period~~three and six-month periods of fiscal 2011 compared to the same periods in the prior year. ~~Our cash~~During the three and six months ended September 30, 2010, we generated no significant interest income from our portfolio of cash equivalents net of short-term working capital needs, are primarily invested in U.S. Treasury funds, which had an average yield of approximately 0.10% for the first quarter of fiscal 2011. Approximately 28% of our interest income in the first quarter of fiscal 2011was derived from our ARS portfolio which had an average yield of approximately 0.69%. We intend to invest the proceeds from the sale of our ARS in a securities portfolio similar to our current cash and cash equivalents portfolio as of June 30, 2010. If the current rates continue on our cash and cash equivalents, our interest income will decrease slightly in the second quarter of fiscal 2011 as compared to the first qu arter of fiscal 2011. Beyond that, ainvestments. A hypothetical increase or decrease in our interest rates by 10 basis points would have a minimal impact on our interest income.

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FOREIGN CURRENCY EXCHANGE RATE RISK

We are exposed to currency fluctuations in the Euro, Great Britain Pound, Australian Dollar and the Mexican Peso. We use a hedging strategy to diminish, and make more predictable, the effect of currency fluctuations. All of our hedging activities are entered into with large financial institutions, including Wells Fargo & Company, Bank of America Corporation, The Goldman Sachs Group, Inc., and JPMorgan Chase & Co., who we periodically evaluate for credit risks. We hedge our balance sheet exposure by hedging Euro, Great Britain Pound and Australian Dollar denominated receivables, payables, and cash balances, and our economic exposure by hedging a portion of anticipated Euro and Great Britain Pound denominated sales and our Mexican Peso denominated expenditures. We can provide no assuran ce that our strategy will be successful in the future and that exchange rate fluctuations will not materially adversely affect our business.

We experienced net foreign currency ~~losses~~gains in the ~~first~~second quarter of fiscal ~~2011, net of benefits from our hedging activities.~~2011. Although we hedge a portion of our foreign currency exchange exposure, ~~continued~~the weakening of certain foreign currencies, particularly the Euro and the Great Britain Pound in comparison to the U.S. Dollar, could result in foreign exchange losses in future periods.

Non-designated Hedges

We hedge our Euro, Great Britain Pound and Australian Dollar denominated receivables, payables and cash balances by entering into foreign exchange forward contracts.

The table below presents the impact on the foreign exchange gain (loss) of a hypothetical 10% appreciation and a 10% depreciation of the U.S. dollar against the forward currency contracts as of ~~June~~September 30, 2010 (in millions):

Currency - forward contracts	Position	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange (Loss) From 10% Depreciation of USD			Position	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange Loss From 10% Depreciation of USD
Euro ("EUR")	Sell Euro	$	20.7	$	2.1	$	(2.1	)	Sell Euro	$	23.4	$	2.3	$	(2.3	)
Great Britain Pound ("GBP")	Sell GBP		3.4		0.3		(0.3	)	Sell GBP		2.8		0.3		(0.3	)
Australian Dollar ("AUD")	Sell AUD		1.7		0.2		(0.2	)	Sell AUD		4.5		0.5		(0.5	)
Net position		$	25.8	$	2.6	$	(2.6	)		$	30.7	$	3.1	$	(3.1	)

Cash Flow Hedges

In the ~~first~~second quarter of fiscal 2011, approximately 39% of net revenues were derived from sales outside the U.S., which were ~~predominately~~ denominated primarily in the Euro and the Great Britain Pound.

As of ~~June~~September 30, 2010, we had foreign currency call option contracts of approximately ~~€41.8~~€43.2 million and ~~£11.3~~£11.7 million, denominated in Euros and Great Britain Pounds, respectively. In addition, as of ~~June~~September 30, 2010, we had foreign currency put option contracts of approximately ~~€41.8~~€43.2 million and ~~£11.3 million~~£11.7, denominated in Euros and Great Britain Pounds, respectively. Collectively, our option contracts hedge against a portion of our forecasted foreign currency denominated sales. If these net exposed currency positions are subjected to either a 10% appreciation or 10% depreciation versus the U.S. Dollar, we could incur a gain of ~~$7.3~~$6.2 million or a loss of ~~$4.0~~$6.0 million.

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The table below presents the impact on the Black-Scholes valuation of our currency option contracts of a hypothetical 10% appreciation and a 10% depreciation of the U.S. dollar against the indicated option contract type for cash flow hedges as of ~~June~~September 30, 2010 (in millions):

Currency - option contracts	USD Value of Net Foreign Exchange Contracts			Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange (Loss) From 10% Depreciation of USD			USD Value of Net Foreign Exchange Contracts			Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange Loss From 10% Depreciation of USD
Call options	$	(77.9	)	$	1.2	$	(0.5	)	$	(79.1	)	$	2.2	$	(4.7	)
Put options		72.7			6.1		(3.5	)		73.7			4.0		(1.3	)
Net position	$	(5.2	)	$	7.3	$	(4.0	)	$	(5.4	)	$	6.2	$	(6.0	)

The table below presents the impact on the Black-Scholes valuation of our currency swap contract of a hypothetical 10% appreciation and a 10% depreciation of the U.S. dollar against the swap contract for cash flow hedges as of ~~June~~September 30, 2010 (in millions):

USD Value of Net Foreign Exchange Contracts

Foreign Exchange (Loss) From 10% Appreciation of USD

Foreign Exchange Gain From 10% Depreciation of USD

USD Value of Net Foreign Exchange Contracts

Foreign Exchange Loss From 10% Appreciation of USD

Foreign Exchange Gain From 10% Depreciation of USD

(a)

Evaluation of disclosure controls and procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to Plantronics’ management, including our Chief Executive O fficer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are presently engaged in various legal actions arising in the normal course of our business. We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations or cash flows. There were no material developments in the litigation on which we reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

Investors in our stock should carefully consider the following risk factors in connection with any investment in our stock. Our stock price will reflect the performance of our business relative to, among other things, our competition, expectations of securities analysts or investors, and general economic market conditions and industry conditions. Our business, financial condition and results of operations could be materially adversely affected if any of the following risks occur. Accordingly, the trading price of our stock could decline, and investors could lose all or part of their investment.

Economic conditions could continue to materially adversely affect the Company.

Our results of operations and financial performance depend significantly on continued improvement in worldwide economic conditions. ~~Continuing difficulties in the financial markets and uncertainty~~Uncertainty regarding the global economic recovery ~~continue~~continues to pose ~~risks. Consumers and businesses have postponed~~risks to our business. Reductions in spending in response to tighter credit, negative financial news and/or declines in income or asset values, ~~all of which~~ may have a material negative effect on demand for our products. Other factors that influence demand include job loss and creation, volatility in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors affecting consumer spending behavior. These and other economic factors have had a material ~~a dverse~~adverse effect on demand for ~~our~~o ur products and on our financial condition and operating results and may continue to have such an effect in the ~~future.~~future if economic conditions do not improve.

Uncertainty regarding future economic conditions also makes it more challenging for us to forecast operating results, make business decisions, and identify the risks that may affect our business, sources and uses of cash, financial condition and results of operations.

Failure to meet our anticipated demand projections could create excess levels of inventory, which would result in additional reserves for excess and obsolete inventory, negatively impacting our financial results.

Our operating results are difficult to predict, and fluctuations may cause volatility in the trading price of our common stock.

Given the nature of the markets in which we compete, our revenues and profitability are difficult to predict for many reasons, including the following:

Our operating results are highly dependent on the volume and timing of orders received during the quarter, which are difficult to forecast. Customers generally order on an as-needed basis, and we typically do not obtain firm, long-term purchase commitments from our customers. As a result, our revenues in any quarter depend primarily on orders booked and shipped in that quarter.

We incur a large portion of our costs in advance of sales orders because we must plan research and production, order components and enter into development, incur sales and marketing expenditures, and other operating commitments prior to obtaining firm commitments from our customers. In the event we acquire too much inventory for certain products, the risk of future inventory write-downs increases. InConversely, in the event we have inadequate inventory to meet the demand for particular products, we may miss significant revenue opportunities or incur significant expenses such as air freight, costs for expediting shipments, and other negative variances in our manufacturing processes as we attempt to make up for the shortfall. When a significant portion of our revenue is derived from new products, forecasting the appropriate volumes of ~~production~~pr oduction is even more difficult.

Fluctuations in our operating results may cause volatility in the trading price of our common stock.

The success of our business depends heavily on our ability to effectively market our UC products, and our business could be materially adversely affected if markets do not develop as we expect.

We compete in the business market for the sale of our office and contact center products. We believe that our greatest long-term opportunity for profit growth is in the office market, and our foremost strategic objective for this segment is to increase headset adoption. To this end, we are investing in creating new products that are more appealing in functionality and design as well as targeting certain vertical segments to increase sales. We continue 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 product growth. UC is the integration of voice and video-based communications systems enhanced with software applications and IP networks. 0;It may include the integration of devices and media associated with a variety of business workflows and applications, including e-mail, instant messaging, presence, audio, video and web conferencing, and unified messaging. UC seeks to provide seamless connectivity and user experience for enterprise workers regardless of their location and environment, improving ~~the~~ overall business efficiency and providing more effective collaboration among an increasingly distributed workforce. 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. We can give no assurance that significant growth in UC will ~~occur;~~occur or that we will be able to take advantage of any growth that does not occur.

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) the risk that, as UC becomes more widely adopted, 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 ~~Avaya, Inc.,~~Microsoft Corporation, Cisco Systems, Inc., ~~IBM,~~Avaya, Inc., Alcatel-Lucent, and ~~Microsoft Corporation,~~IBM, 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~~o ur ability to ~~introdu ce~~introduce solutions to the market on a timely basis and that are cost effective, ~~feature rich,~~feature-rich, stable and attractive to our customers; (iv) our development of UC solutions is dependent on our ability to design, develop and manufacture complex electronic systems comprised of hardware, firmware and software that must work in a wide variety of environments and multiple variations; (v) 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; (vi) UC solutions may not be adopted with the breadth and speed in the marketplace that we currently anticipate; and (vii) UC may evolve rapidly and unpredictably and our ability to adapt to those changes and future requirements may impact our profitability in this market and our overall margins.

Because the major providers of UC systems utilize complex and proprietary platforms in which our UC solutions will be integrated, it will be necessary for us to expand our technical support capabilities. This expansion will result in additional expenses to hire the personnel and develop the infrastructure necessary to adequately serve our UC customers. Our support expenditures may substantially increase over time as these platforms evolve and as UC becomes more commonly adopted.

If these investments do not generate incremental revenue, our business could be materially affected. We are also experiencing a more aggressive and competitive environment with respect to price in our business markets, leading to increased order volatility, which puts pressure on profitability and could result in a loss of market share if we do not respond effectively.

Delaware	77-0207692
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Large accelerated filer S		Accelerated filer £		Non-accelerated filer £ ~~(Do not check if a smaller reporting company)~~		Smaller reporting company £
				(Do not check if a smaller reporting company)

PART I. FINANCIAL INFORMATION	Page No.


Item 1. Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2010 and March 31, 2010	3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended ~~June~~September 30, 2010 and 2009	4

Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~June~~September 30, 2010 and 2009	5

Notes to Condensed Consolidated Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	2022

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3033

Item 4. Controls and Procedures	3336

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	3437

Item 1A. Risk Factors	3437

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4649

Item 6. Exhibits	4750

Signature	4851

	June 30,			March 31,			September 30,			March 31,
	2010			2010			2010			2010

ASSETS
Current assets:
Cash and cash equivalents	$	363,030		$	349,961		$	294,429		$	349,961
Short-term investments		-			19,231			64,966			19,231
Accounts receivable, net		96,850			88,328			94,989			88,328
Inventory, net		78,224			70,518			69,845			70,518
Deferred income taxes		10,935			10,911			11,299			10,911
Other current assets		18,114			21,782			14,341			21,782
Assets held for sale		8,861			8,861			8,861			8,861
Total current assets		576,014			569,592			558,730			569,592
Long-term investments								14,782			-
Property, plant and equipment, net		64,946			65,700			64,859			65,700
Intangibles, net		3,140			3,449			2,831			3,449
Goodwill		14,005			14,005			14,005			14,005
Other assets		2,322			2,605			2,234			2,605
Total assets	$	660,427		$	655,351		$	657,441		$	655,351


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	30,507		$	23,779		$	19,715		$	23,779
Accrued liabilities		46,668			45,837			46,866			45,837
Income taxes payable		4,971			-
Total current liabilities		82,146			69,616			66,581			69,616
Deferred tax liability		632			551			150			551
Long-term income taxes payable		13,280			12,926			13,972			12,926
Other long-term liabilities		929			924			953			924
Total liabilities		96,987			84,017			81,656			84,017

Stockholders' equity:
Common stock		700			695			702			695
Additional paid-in capital		440,086			428,407			448,123			428,407
Accumulated other comprehensive income		6,902			6,272			3,022			6,272
Retained earnings		218,783			195,293			241,830			195,293
Total stockholders' equity before treasury stock		666,471			630,667			693,677			630,667
Less: Treasury stock, at cost		(103,031	)		(59,333	)		(117,892	)		(59,333	)
Total stockholders' equity		563,440			571,334			575,785			571,334
Total liabilities and stockholders' equity	$	660,427		$	655,351		$	657,441		$	655,351

	Three Months Ended
`							Six Months Ended
	June 30,						September 30,
	2010			2009			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	25,946		$	10,650		$	51,375		$	9,904
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,992			5,385			7,765			10,170
Non-cash restructuring charges - accelerated depreciation		-			3,762			-			5,855
Stock-based compensation		3,777			3,502			7,789			7,028
Provision for (benefit from) sales allowances and doubtful accounts		115			(581	)		238			(657	)
Provision for (benefit from) excess and obsolete inventories		(273	)		281			242			(784	)
Benefit from deferred income taxes		(1,249	)		(1,424	)		(2,846	)		(12,295	)
Income tax benefit associated with stock option exercises		797			155			1,457			893
Excess tax benefit from stock-based compensation		(648	)		(16	)		(907	)		(718	)
Impairment of goodwill and long-lived assets								-			25,194
Other operating activities		41			-			189			235

Changes in assets and liabilities:
Accounts receivable, net		(7,264	)		(5,152	)		(6,802	)		(19,944	)
Inventory, net		(7,509	)		9,236			334			17,805
Other assets		(928	)		1,679			(1,212	)		786
Accounts payable		6,728			3,118			(4,064	)		1,488
Accrued liabilities		102			(2,781	)		(945	)		(620	)
Income taxes		8,420			9,950			4,672			8,135
Cash provided by operating activities		32,047			37,764			57,285			52,475

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of short-term investments		-			35,000			-			60,000
Proceeds from sale of short-term investments		23,250			-			23,250			-
Purchase of short-term investments		-			(25,000	)		(64,842	)		(25,000	)
Proceeds from sale of long-term investments								-			750
Purchase of long-term investments								(14,739	)		-
Proceeds from sales of property, plant and equipment		-			163			-			277
Capital expenditures and other assets		(3,007	)		(1,709	)		(6,227	)		(3,003	)
Cash provided by investing activities		20,243			8,454
Cash provided by (used for) investing activities								(62,558	)		33,024

CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock		(43,706	)		(445	)		(60,041	)		(4,467	)
Proceeds from sale of treasury stock		13			18			2,022			1,597
Proceeds from issuance of common stock		7,666			668			11,079			5,634
Payment of cash dividends		(2,456	)		(2,444	)		(4,838	)		(4,905	)
Excess tax benefit from stock-based compensation		648			16			907			718
Cash used for financing activities		(37,835	)		(2,187	)		(50,871	)		(1,423	)
Effect of exchange rate changes on cash and cash equivalents		(1,386	)		1,350			612			1,901
Net increase in cash and cash equivalents		13,069			45,381
Net increase (decrease) in cash and cash equivalents								(55,532	)		85,977
Cash and cash equivalents at beginning of period		349,961			158,193			349,961			158,193
Cash and cash equivalents at end of period	$	363,030		$	203,574		$	294,429		$	244,170

Inventory, net	$	17,702
Sales related reserves included in Accounts receivable, net		(4,724	)
Property, plant and equipment, net		1,012
Warranty obligation accrual		(383	)
Accrual for inventory claims at manufacturers		(657	)
Adjustment for final assets transferred		(1,893	)
Total net assets sold	$	11,057

(in thousands)	Less than 12 months
	Fair Value		Gross Unrealized Losses
U.S. Treasury Bills, Government Agency Securities, Commercial Paper and Corporate Bonds	$	18,184	$	(4	)
Total	$	18,184	$	(4	)

(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total


Money market funds	$	35,000	$	-	$	-	$	35,000	$	30,000	$	-	$	-	$	30,000
Treasury bills		234,985		-		-		234,985
U.S. Treasury Bills and Government Agency Securities										204,498		40,923		-		245,421
Commerical Paper and Corporate Bonds										-		34,627		-		34,627
Derivative assets		434		4,611		-		5,045		-		830		-		830
Total assets measured at fair value	$	270,419	$	4,611	$	-	$	275,030	$	234,498	$	76,380	$	-	$	310,878

Derivative liabilities	$	1,168	$	884	$	-	$	2,052	$	1,640	$	2,174	$	-	$	3,814

	June 30, 2010							March 31, 2010								September 30, 2010							March 31, 2010

(in thousands)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount		Useful Life	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount		Useful Life

Technology	$	6,500	$	(4,275	)	$	2,225	$	6,500	$	(4,064	)	$	2,436	3-10 years	$	6,500	$	(4,488	)	$	2,012	$	6,500	$	(4,064	)	$	2,436	3-10 years
Patents		720		(686	)		34		720		(660	)		60	7 years		720		(712	)		8		720		(660	)		60	7 years
Customer relationships		1,705		(835	)		870		1,705		(765	)		940	3-8 years		1,705		(904	)		801		1,705		(765	)		940	3-8 years
OEM relationships		27		(16	)		11		27		(14	)		13	7 years		27		(17	)		10		27		(14	)		13	7 years
Total	$	8,952	$	(5,812	)	$	3,140	$	8,952	$	(5,503	)	$	3,449		$	8,952	$	(6,121	)	$	2,831	$	8,952	$	(5,503	)	$	3,449

Fiscal Year Ending March 31,	(in thousands)
2011 (remaining nine months)	$	885
2012		821
2013		630
2014		454
2015		350
Thereafter		-
Total estimated amortization expense	$	3,140

(in thousands)	March 31, 2010		Amount of gain (loss) recognized in OCI (effective portion)		Amount of gain (loss) reclassified from OCI to income (loss) (effective portion)		June 30, 2010

Foreign exchange contracts designated as cash flow hedges	$	2,771	$	2,048	$	1,092	$	3,727

(in thousands except percentages)	Three Months Ended June 30,										Three Months Ended September 30,									Six Months Ended September 30,
	2010					2009					2010				2009					2010				2009

Net revenues	$	170,685		100.0	%	$	141,162		100.0	%	$	158,255	100.0	%	$	144,458		100.0	%	$	328,940	100.0	%	$	285,620		100.0	%
Cost of revenues		81,237		47.6	%		76,158		54.0	%		72,296	45.7	%		76,527		53.0	%		153,533	46.7	%		152,685		53.5	%
Gross profit		89,448		52.4	%		65,004		46.0	%		85,959	54.3	%		67,931		47.0	%		175,407	53.3	%		132,935		46.5	%

Operating expense:
Research, development and engineering		14,901		8.7	%		13,669		9.7	%		15,206	9.6	%		13,542		9.4	%		30,107	9.2	%		27,211		9.5	%
Selling, general and administrative		38,686		22.7	%		33,184		23.5	%		36,742	23.2	%		32,913		22.8	%		75,428	22.9	%		66,097		23.1	%
Restructuring and other related charges		-		0.0	%		578		0.4	%		-	0.0	%		857		0.6	%		-	0.0	%		1,435		0.5	%
Total operating expenses		53,587		31.4	%		47,431		33.6	%		51,948	32.8	%		47,312		32.8	%		105,535	32.1	%		94,743		33.1	%
Operating income		35,861		21.0	%		17,573		12.4	%		34,011	21.5	%		20,619		14.2	%		69,872	21.2	%		38,192		13.4	%
Interest and other income (expense), net		(382	)	(0.2	%)		1,347		1.0	%
Interest and other income, net												1,017	0.6	%		884		0.6	%		635	0.2	%		2,231		0.8	%
Income from continuing operations before income taxes		35,479		20.8	%		18,920		13.4	%		35,028	22.1	%		21,503		14.8	%		70,507	21.4	%		40,423		14.2	%
Income tax expense from continuing operations		9,533		5.6	%		5,982		4.2	%		9,599	6.0	%		5,606		3.9	%		19,132	5.8	%		11,588		4.1	%
Income from continuing operations		25,946		15.2	%		12,938		9.2	%		25,429	16.1	%		15,897		10.9	%		51,375	15.6	%		28,835		10.1	%
Discontinued operations:
Loss from operations of discontinued AEG segment		-		0.0	%		(3,175	)	(2.2	%)		-	0.0	%		(26,602	)	(18.4	%)		-	0.0	%		(29,777	)	(10.4	%)
Income tax benefit on discontinued operations		-		0.0	%		(887	)	(0.7	%)		-	0.0	%		(9,959	)	(6.9	%)		-	0.0	%		(10,846	)	(3.8	%)
Loss on discontinued operations		-		0.0	%		(2,288	)	(1.7	%)		-	0.0	%		(16,643	)	(11.5	%)		-	0.0	%		(18,931	)	(6.6	%)
Net income	$	25,946		15.2	%	$	10,650		7.5	%
Net income (loss)											$	25,429	16.1	%	$	(746	)	(0.6	%)	$	51,375	15.6	%	$	9,904		3.5	%

Currency - cross-currency swap contracts	USD Value of Net Foreign Exchange Contracts		Foreign Exchange (Loss) From 10% Appreciation of USD			Foreign Exchange Gain From 10% Depreciation of USD		USD Value of Net Foreign Exchange Contracts		Foreign Exchange Loss From 10% Appreciation of USD			Foreign Exchange Gain From 10% Depreciation of USD
Position: Buy Peso	$	15.6	$	(1.4	)	$	1.7
Position: Buy MX$								$	10.9	$	(0.1	)	$	1.2

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 1

April 4, 2010 to May 1, 2010		20,000	$	32.18		20,000		955,900
May 2, 2010 to June 5, 2010		681,416	$	30.36		681,416		274,484
June 6, 2010 to July 3, 2010		772,300	$	28.97		772,300		502,184

	PLANTRONICS, INC.


Date: ~~August 5,~~November 4, 2010	By: ~~/s/~~	/s/ Barbara V. Scherer

Name:	Barbara V. Scherer

Title:	Senior Vice President -– Finance and Administration and Chief Financial Officer

		(Principal Financial Officer and Duly Authorized Officer of the Registrant)