PLANTRONICS INC /CA/, 10-K405, 2000-06-01

PLANTRONICS INC /CA/
10-K405, 2000-06-01
TELEPHONE & TELEGRAPH APPARATUS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 1, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NUMBER 1-12696

PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 77-0207692
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
345 ENCINAL STREET, P.O. BOX 1802 95061-1802
SANTA CRUZ, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (831) 426-5858

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing price of $90.3125 for shares of the
Registrant's Common Stock on May 19, 2000 as reported by the New York Stock
Exchange, was approximately $722,764,525. In calculating such aggregate market
value, shares of Common Stock owned of record or beneficially by officers,
directors, and persons known to the Registrant to own more than five percent of
the Registrant's voting securities (other than such persons of whom the
Registrant became aware only through the filing of a Schedule 13G filed with the
Securities and Exchange Commission) were excluded because such persons may be
deemed to be affiliates. The Registrant disclaims the existence of control or
any admission thereof for any other purpose.

Number of shares of Common Stock outstanding as of May 19, 2000:
16,365,757.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference in Parts I, II, III
and IV of this Annual Report on Form 10-K: (1) portions of Registrant's annual
report to security holders for the fiscal year ended April 1, 2000 (Parts I, II
and IV) and (2) portions of Registrant's proxy statement for its annual meeting
of stockholders to be held on June 29, 2000 (Part III).

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PLANTRONICS, INC.

2000 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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PAGE
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PART I
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 16
Item 3. Legal Proceedings........................................... 17
Item 4. Submission of Matters to a Vote of Security-Holders......... 17

PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters..................................................... 17
Item 6. Selected Financial Data..................................... 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 17
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 25
Item 8. Financial Statements and Supplementary Data................. 25
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 26

PART III
Item 10. Directors and Executive Officers of the Registrant.......... 26
Item 11. Executive Compensation...................................... 26
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 26
Item 13. Certain Relationships and Related Transactions.............. 26

PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 27
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Plantronics, the logo design, Plantronics and the logo design together, Clarity,
Encore, FreeHand, Mirage, PLX, SoundGuard, StarBase, StarSet, Supra and TriStar
are registered United States trademarks of Plantronics, Inc. DuoSet, Headset
Switcher, Practica, QuickAdjust, SoundGuard Plus, the clear color and the
curvature of the Plantronics voice tube, Vista and Walker are trademarks of
Plantronics, Inc. Certain of the foregoing trademarks are registered trademarks
in certain foreign countries. This report also includes trademarks of companies
other than Plantronics.

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PART I

This Annual Report on Form 10-K is filed with respect to our fiscal year
2000. Each of our fiscal years ends on the Saturday closest to the last day of
March. Our fiscal 2000 ended on April 1, 2000. For purposes of consistent
presentation, we have indicated in this report that each fiscal year ended
"March 31" of the given year, even though the actual fiscal year end may have
been on a different date.

CERTAIN FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. In addition, we may from time to time make oral
forward-looking statements. These statements may generally be identified by the
use of such words as "expect," "anticipate," "believe," "intend," "plan,"
"will," or "shall," and include, but are not necessarily limited to, all of the
statements marked below with an asterisk ("*"). Such forward-looking statements
are based on current expectations and entail various risks and uncertainties.
Our actual results could differ materially from those anticipated in such
forward-looking statements as a result of a number of factors. For a discussion
of such factors, this Annual Report on Form 10-K should be read in conjunction
with certain portions of our Annual Report to security holders for fiscal 2000,
consisting of the condensed consolidated financial statements and related notes
and the section titled Management's Discussion and Analysis of Financial
Condition and Results of Operation and reference should be made to the portion
of this Report captioned "Risk Factors Affecting Future Operating Results,"
commencing on page 18 of this of this Annual Report on Form 10-K.

ITEM 1. BUSINESS

GENERAL

Plantronics, Inc. ("we," "our," "us" or the "Registrant") is a leading
designer, manufacturer and marketer of lightweight communications headsets and
headset accessories and services. In addition, we manufacture and market
specialty telephone products, such as amplified telephone handsets and specialty
telephones for hearing-impaired users, and noise-canceling handsets for use in
high-noise environments. Our business is not seasonal.

Our headsets, which can be worn over the head, in the ear or on the ear,
are recognized in the industry for their safety, quality and reliability. Our
headset products are used worldwide by call center users, such as telemarketing
personnel, reservation agents, telephone operators and air traffic controllers,
whose occupations involve the constant use of a telephone or communications
console. In North America and Europe, the number of call center users has grown
significantly over the last 10 years. The use of headsets by call center users
has become an industry standard. While we believe that the number of call center
users in these geographic markets will continue to grow, we expect that the
primary source of future sales in this market will result from repeat sales to
existing customers, including the replacement of products presently in use with
new and improved products.*

Our broad range of communications products are sold and supported through a
worldwide network of authorized Plantronics resellers. We have well-developed
distribution channels to serve the call center market in North America and
Europe, where growth of telemarketing activities and deregulation of the
telephone companies have led to more widespread use of telephone headsets. Our
headsets are also becoming more widely used in call centers in the Middle East,
Africa, Australia, the Far East and Latin America, where we also have
established distribution channels. The potential for growth in foreign markets
is the result of such developments as the rapid expansion of the
telecommunications infrastructure and increasing worldwide use of telemarketing
techniques.

We also sell headsets to business and home office users, which we have
identified as an area of long-term growth potential. Users in these markets
consist of business executives, agents, brokers, lawyers, accountants, home
office business people and other professionals whose occupations may require
intensive (but not constant) use of a telephone. The business and home office
market can be divided into users who attach their

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headsets to telephones, cellular telephones or to computers. The use of headsets
for mobile communications and as computer peripherals is a significant growth
area for headset sales.* Headsets in these markets are proving to be a key
communications tool, providing freedom to move around, freedom from dial pads
and freedom from keyboards. Applications in this market include mobile
communications, voice recognition, personal computer conferencing, computer
telephony integration ("CTI"), and multimedia applications.

Our headsets are purchased by a broad and diverse group of business
customers worldwide, including telephone operating companies worldwide,
operators of private telephone networks, and governmental agencies. Our headset
products are also purchased directly by end-users for use in the office,
homeoffice and home. We distribute our products through large electronics
wholesalers, specialized headset distributors, directly to original equipment
manufacturers ("OEMs"), and through retail channels, such as office supply and
consumer electronics stores, mail order catalogs, warehouse clubs and office
supply distributors. We also sell directly to certain large enduser
organizations, such as telephone operating companies and certain government
agencies.

INDUSTRY BACKGROUND

Headsets are used in call centers, offices, cars and homes. Telephone
headsets are used with various terminal devices such as traditional telephones,
call center automatic call distribution systems, mobile (i.e. cellular)
telephones and cordless telephones. Headsets are also used with computers and
with other devices that take voice input.

Headsets enhance the communications experience through:

- hands-free benefits, allowing people to have both hands free to use a
computer, take notes, and organize files;

- improved mobility, allowing people to drive more safely while talking on
a cellular phone or handling other tasks while using a cordless phone;

- better sound quality for telephone users by reducing background noise;

- ergonomic relief from the repetitive stress and discomfort associated
with placing a telephone handset between the shoulder and neck;

- enabling emerging PC applications, including speech recognition, Internet
telephony and computer games with premium audio quality; and

- providing greater privacy than speakerphones.

MARKETS

Call Center. The largest group of headset users are call center agents who
are on the telephone throughout their work day. The number of call center agents
has grown as companies have sought to focus on customer service to provide a
competitive advantage, reduce costs through the use of real-time centralized
information exchange and customer interaction, and make greater use of
cost-effective direct distribution models. These benefits are becoming more
widely recognized and are leading to the establishment of call centers by
smaller organizations and firms outside of the U.S.* Agent productivity in call
centers is important in minimizing costs and reducing customer wait time, and,
therefore, the ability to effectively and simultaneously use a telephone and
keyboard is critical. As the call center market has grown, the benefits of
headsets have become widely recognized as an essential component of a productive
and safe workplace.

Office. The office market, both corporate and small office/home office
("SOHO"), has become an increasingly important market for headsets over the last
five years. The increasing and simultaneous use of telephones and computers by
office workers and a growing awareness of the benefits of headsets have
contributed to the growth of this market. Professionals who spend significant
time on the telephone have been early adopters of headset products. These
professionals include securities brokers, insurance agents, sales

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executives, credit controllers, and purchasing agents. We believe that the
penetration of headsets in the office is low, providing a long-term opportunity
to increase headset sales to office workers.*

Mobile. Mobile use of headsets is undergoing rapid growth worldwide. The
use of cellular telephones is escalating -- consumers throughout the world are
turning to mobile telephones not only as a communications tool while away from
the home or office but, increasingly, as a complete replacement for the
traditional corded telephone. Headset usage with mobile phones is expanding as
people embrace the hands-free comfort, convenience, safety and improved sound
quality of headsets. In the residential market, consumers are turning to
headsets in order to accomplish multiple tasks with the phone or FRS (Family
Radio Systems) unit in their pocket or clipped to their belt rather than
occupying their hands. We believe that headset adoption is still very low in the
mobile market, presenting both an immediate and a long-term growth opportunity.*

Computer. Continued growth in the PC headset market is being driven by
emerging applications such as:

- speech recognition programs which allow hands-free and faster operation
and input to the computer;

- internet telephony which permits long-distance communications at a lower
cost;

- voice activated computer games which enhance the experience through voice
command and the ability to chat with fellow players; and

- music applications which allow the computer to perform as a high-fidelity
stereo system.

Headsets enhance all of these computer applications with better sound
fidelity than the alternative microphones and greater privacy than loudspeakers.
We believe that the continued growth in computer audio applications will
continue to increase headset demand.*

INDUSTRY SEGMENTS AND FOREIGN OPERATIONS

We operate in one industry segment. Financial information about foreign and
domestic operations and export sales, included in Note 2 to our Consolidated
Financial Statements, appearing at page 25 of our 2000 Annual Report to
Stockholders, is incorporated herein by this reference.

In each of fiscal years 1999 and 1998, approximately 30.5% of our net sales
were derived from sales to foreign customers. In fiscal year 2000, that
percentage rose to approximately 33.5% of our total net sales. Sales to foreign
customers are generally subject to such risks as fluctuations in exchange rates,
increased tariffs and the imposition of other trade barriers. We do not
currently engage in any hedging activities to mitigate exchange rate risks and
to date have not been adversely affected by fluctuating currencies. To the
extent that we are successful in increasing our sales to foreign customers, or
to the extent that we increase our transactions in foreign currencies, our
results of operations could be adversely affected by exchange rate fluctuations.

PRODUCTS AND TECHNOLOGY

In fiscal year 2000, Plantronics introduced more new products than at any
time in our history, with new offerings for the call center, office, mobile and
computer markets. Our product line consists of lightweight communications
headsets, headset accessories and services, and specialty telephone products.
Our headsets incorporate unique features that we believe offer compelling
performance advantages:

Comfort. We believe our focus on ergonomics has been critical to our
success. We maintain what we believe is the industry's most extensive database
for the design of headsets. Our database includes measurements from over 800
physical molds taken of different ear types. The measurements are digitized and
stored in a CAD/CAM database along with critical head contour measurements. In
addition, we study weight drag to determine optimum weight distribution on the
ear.

Sound Quality. In designing our products, we have conducted headset sound
quality (e.g. preference and intelligibility) research on substantially all
telephone systems in both listening and speaking modes. We believe we have
achieved the industry's best signal-to-noise ratios, the most powerful
noise-canceling performance (to block out background sounds in unusually loud
environments) and the only design that does
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not require the microphone boom to be positioned precisely for proper
functioning -- the Plantronics Voice Tube. The trademarked clear, curved design
of the Plantronics Voice Tube is ideal for most office and call center
environments, with the additional benefits of an attractive appearance, easy
hygienic replacement, and lighter weight.

Durability. We have nearly forty years of experience understanding headset
durability and have successfully incorporated this knowledge into our product
designs which we believe generally last longer than the best comparable
competitive products.

In addition to a complete line of industry-leading headsets, headset
systems and amplifiers, we also provide headset accessories which include
replacement voice tubes, ear cushions, eartips, in-use indicators, and
background noise suppressors. These products allow end users to revitalize their
headset to maintain maximum performance and comfort. We also provide exceptional
customer service and support. We believe our customer support and service
program provides our end users and customers with easier access to Plantronics
and is an important competitive advantage.

Headsets. Headsets for use with corded telephones generally consist of two
distinct units. The "top," which is the portion that the user wears and which is
comprised of the receiver capsule and voice tube, and the "base," or amplifier
adapter which interfaces with the telephone or other equipment. Both units are
currently required in most standard telephone applications. In some
circumstances, however, the interface is built into the corded telephone with
which the headset is being used, allowing use of the "top" alone. Many mobile
and cordless telephones (both cellular and portable units) come with a dedicated
headset port, permitting the headset to be plugged directly into the telephone
handset. On those mobile telephones that do not have a headset port, we often
sell an adapter that plugs into the telephone and permits attachment of the
headset. Computers and other electronic equipment generally do not require a
separate adapter and our headsets are designed to plug directly to the
equipment. As the adoption of headsets increases, we expect that more corded
telephones, mobile telephones and other equipment will be equipped with headset
interfaces. There are four basic headset "top" styles:

- Over-the-head headsets with ear cushions. The Supra(R) headset, still our
most popular model, is an over-the-head model available with sound
reception in one or both ears, and the unit's dual ear cushions help
block out background noise. The Encore(R) headset features all of the
qualities of the Supra headset, plus user-controllable tone adjustment.
The DuoSet(TM) headset has a comfortable and adjustable headband and the
flexibility to convert quickly to the behind-the-ear style discussed
below. Most of our present models of headsets for use with computers, the
SR1, LS1 and HS1 models, are over-the-head style. Several of our headsets
for use with mobile telephones, the M110, M114, M170 and M175 models, are
also over-the-head headsets (with the M170 and M175 models readily
converting to the behind-the-ear style).

- Behind-the-ear headsets with a receiver that rests on the ear. The
Mirage(R) telephone headset uses a miniaturized behind-the-ear capsule.
Attached to it is a small disc-shaped receiver that rotates to fit
against either ear. The receiver rests gently on the ear, not in it. The
M120, M124, M130 and M135 mobile headsets are also designed with the
receiver resting on the ear with a comfortable ear-hook that holds the
headset in place. As noted above, the mobile headset models M170 and M175
and the DuoSet telephone headset convert from over-the-head to the
behind-the-ear style.

- Behind-the-ear headsets with an ear tip. The TriStar(R) headset, the
industry's lightest commercial telephone headset, features maximum user
adjustments for excellent stability, comfort and sound quality. Sound is
delivered to the ear by an acoustic ear tip that attaches to the
comfortable stabilizer of the headset. The StarSet(R) headset is the
distinctive Plantronics headset that uses a small capsule that fits
behind and in the outer portion of the ear. The headset is extremely
lightweight, requiring no headband, and the ear tip's acoustic coupling
provides exceptional sound quality.

- Headsets that rest in the outer portion of the ear. The FreeHand(R)
headset offers a functional and lightweight design that allows it to be
easily and quickly placed on or removed from its position in the outer
portion of the ear with one hand. Its adjustable microphone boom may be
rotated for optimum

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transmit performance. Our M140 and M145 models are versions of the
FreeHand headset designed for use with mobile telephones. The CAT132 is a
version of the FreeHand headset optimized for use with computer
applications.

We manufacture a broad line of headset top styles, which can be worn over
the head, in the ear or on the ear. Most of our headsets offer either the
proprietary Plantronics Voice Tube (our most popular solution, suitable for the
majority of environments) or a noise-canceling microphone (appropriate for users
in very loud environments). All telephone-based headset tops, in conjunction
with their associated bases, are designed for use with substantially all of the
different telephone systems currently available. Basic models include features
such as user volume control, a mute switch and quick-disconnect, which allows
users to leave the phone without removing their headsets or disconnecting their
call. We sell a full range of amplifiers or "bases" designed to work with
substantially all telephone systems. We also sell telephone headset systems that
plug directly to the phone line and adapters to allow headsets to connect to
mobile telephones.

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Our principal headset tops, headset amplifiers and telephones are as
follows:

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PRODUCT DESCRIPTION FEATURES
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OFFICE AND CALL CENTER
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Headsets
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SUPRA HEADSET Our most popular headset, ideal for Engineered for sound quality and
phone-intensive jobs and call center durability. Sound reception in one or
environments. both ears.
ENCORE HEADSET Also used in call centers; designed User-controllable tone adjustment and
for near-universal fit and all-day powerful noise canceling performance.
comfort.
MIRAGE HEADSET Uses a miniaturized behind-the-ear Rests gently on the ear, not in the
capsule with an adjustable receiver. ear.
STARSET HEADSET Has an acoustic eartip that fits Ultra-lightweight, with an acoustic
gently in the outer portion of the seal to block out unwanted background
ear. noise.
TRISTAR HEADSET Stylish design for phone intensive Feather-weight ( 1/2 ounce), with
jobs and call center environments. maximum user adjustments designed for
stability, comfort and sound quality.
FREEHAND HEADSET Designed for business professionals, Small and unobtrusive, easy to put on
this headset features a small earbud and take off.
which rests comfortably in the ear.
DUOSET HEADSET Appropriate for business Easily convertible from over-the-head
professionals who want a headband for to over-the-ear for greater
longer calls as well as an versatility.
over-the-ear headset for intermittent
phone use.
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Telephone Headset Amplifiers
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VISTA AMPLIFIER Universal modular Unique SoundGuard(R)Plus(TM) and Call
amplifier -- compatible with single Clarity(TM) technology provide
or multi-line telephones. improved sound quality while
delivering automatic audio comfort by
reducing the sound received to
comfortable levels.
E-10 AMPLIFIER In-Line amplifier -- designed for use So small and lightweight that it is
directly on the telephone line. worn on the body instead of taking up
valuable desktop space, yet offers
full desktop adapter functionality.
A20 AMPLIFIER Telephone headset amplifier and Includes an under-the-telephone
accessory deck. Professional headset accessory deck, with top of the line
amplifier system with easy amplifier, cord management, an
configuration and universal on-line indicator and headset stand.
compatibility is ideal for business
professionals and executives.
PLUG PRONG AMPLIFIER Perfect for the call center Designed for automatic call
environment and, in specialized distribution systems.
situations, for air traffic control
and other environments.
CA-10 AMPLIFIER Wireless amplifier -- 900 MHz Built to permit call center and
cordless amplifier that connects to office users up to 150 feet of
single-line or multi-line corded mobility.
telephones.
CS-10 AMPLIFIER Cordless headset system -- identical Provides a turn-key easy-to-install
to the CA-10 model and comes bundled cordless headset for use in the
with a comfortable and convenient office environment.
convertible headset.
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MOBILE
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Headsets
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M110/M114 HEADSET A low priced headset for use with Comfortable adjustable headband and
mobile telephones. noise-canceling microphone. The
M114 model comes with a convenient
in-line volume control.
M120/M124 HEADSET Sleek over-the-ear headset for use Quick and easy to put on with one
with cellular and mobile hand, leaving both hands free to
telephones. drive or perform other tasks. Both
models come with a noise-canceling
microphone; the M124 model has a
convenient in-line volume control.
M130/M135 HEADSET A stylish behind-the-ear telephone Lightweight, comfortable design.
headset with a comfortable Both models come with a
adjustable stabilizer. noise-canceling microphone; the
M135 model has a convenient in-line
volume control.
M140/M145 HEADSET This headset features a small Lightweight, comfortable design.
earbud that rests comfortably in Both models come with a
the ear with an optional stabilizer noise-canceling microphone; the
to hold the headset securely in M145 model has a convenient in-line
place. volume control.
M170/M175 HEADSET Headset converts from over the head The ultimate in comfort and choice.
to over the ear style to give the Both models come with a noise-
maximum freedom of choice to the canceling microphone; the M175
mobile user. model has a convenient in-line
volume control.
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RESIDENTIAL AND SMALL OFFICE
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Cordless Headset Telephone
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CT-901 CORDLESS HEADSET 900 MHz cordless headset telephone. Provides extended cordless mobility
TELEPHONE with hands-free convenience.
CT-10 CORDLESS HEADSET This is the all-new replacement Designed for home and small office
TELEPHONE model for the CT-901 cordless applications, the CT-10 Telephone
headset telephone. The CT-10 model offers the ideal combination of
is a 900 MHz cordless headset size, mobility and convenience.
telephone in a stylish compact form
so small it fits in a pocket.
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Headset Telephone Amplifier
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SP AND PLX SERIES Designed specially for the SOHO Offers comfort and ease of use.
AMPLIFIER user; sold with an adapter or
telephone.
PRACTICA SERIES Designed for low to medium Offers good sound quality and
AMPLIFIER intensive phone users who require a durability at an attractive retail
less expensive headset; sold with price.
an adapter or telephone.
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Headset Telephone
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S10 TELEPHONE HEADSET Full featured amplifier works with Headset stand and full tone
SYSTEM virtually any phone and includes control, mute switch and transmit
the convertible headset. and receive volume control.
T10 HEADSET TELEPHONE Complete single-line telephone with Automatic noise-canceling
headset with convertible headset. technology, adjustable volume and
tone control, redial flash and mute
buttons as well as built-in online
indicator and headset stand.
T20 HEADSET TELEPHONE Complete dual-line telephone with All the features of the T10
headset. telephone plus a hold button with
three-way conference calling.
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Headset Accessories and Services. Headset spares and accessories include
replacement voice tubes, training cords, ear cushions, eartips, in-use
indicators, theft protection devices and background noise suppressors. These
products allow end users to revitalize their headset tops to maintain maximum
performance and comfort.

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We have developed and sell the HL-1 Handset Lifter, an accessory product
for use with our CA-10 and CS-10 wireless amplifier systems. The HL-1 Lifter
rings the remote unit of the wireless amplifier and, at the touch of a button on
the remote, lifts the telephone handset, allowing remote call answering.

We support our product offering with a technical assistance center to
assist our customers with technical questions. Our service center operations
provide a quick response to warranty support and out-of-warranty service needs.

Specialty Products. Our specialty products operation provides headsets and
other equipment for special applications that are not served by our standard
headset product lines.

Our Walker Equipment Division sells special amplified and noise-canceling
handsets for high-noise environments, and a full line of replacement and
original equipment handsets for entry and elevator phones and for use in
telephone booths and information kiosks. Through our Walker Equipment Division
we also manufacture and sell specialty telephone products including amplified
telephone handsets and telephone amplifier accessories for the hearing-impaired
and line test equipment. Our Walker Equipment Division also sells the Clarity
telephone, a full-featured, single line telephone designed for hearing-impaired
users. It features volume control circuitry, oversized buttons, a ringer volume
control and a light that flashes when the telephone rings. The Walker Equipment
Division launched the Cordless Clarity telephone in fiscal 2000, a 900 MHz
version of our popular Clarity telephone -- giving greater mobility with clarity
of hearing to those with hearing impairment.

In Europe we developed the StarBase headset telephone, which is a
full-featured single-line telephone to which nearly all of our headsets may be
attached. This product enables many more businesses to use headsets for
non-operator functions.

CUSTOMERS, SALES AND MARKETING

Our customers are primarily distributors, original equipment manufacturer
or OEM partners and telephony service providers who primarily sell our products
in the call center and office markets. Additionally, we sell into retail
channels primarily for the office market. We sell products to over 500 customers
in more than 70 countries.

Commercial Distributors. Our largest channel of distribution is through
commercial distributors which is composed of specialized headset distributors
and electronics wholesalers. Specialized headset distributors are the larger
group of the two in terms of the sales of our products. Specialized headset
distributors generally sell on a national basis, and the bulk of their revenues
are from headset sales. Electronics wholesalers typically offer a wide variety
of products from multiple vendors to both resellers and end users. In fiscal
2000, we were successful in substantially reducing our order lead times. This
reduction, while beneficial to us and our customers, led many of our commercial
distributors to reduce their inventories -- resulting in an adverse impact on
our revenues in fiscal 2000.

OEMs. OEMs do not typically manufacture their own headsets and therefore
they often distribute Plantronics headsets. Currently most of the OEM bundling
is done on a Plantronics-labeled basis, with some bundling done on a private
labeled or co-branded basis. OEMs include suppliers of automatic call
distribution systems, manufacturers of mobile telephone handsets, wireless
carriers operating cellular and PCS networks, manufacturers of computer hardware
and software suppliers.

In fiscal 2000, our largest OEM customer significantly reduced its
inventory levels, adversely impacting our revenues in fiscal 2000. We believe
that inventory reductions by this customer are likely to continue in fiscal 2001
but that such reductions will be smaller than the adjustments made in our fiscal
year 2000.*

Telephony Service Providers. The telephony service provider channel is
comprised of former Regional Bell Operating Companies and Post, Telephone and
Telegraph companies that purchase headsets from us for use by their own agents.
Certain of these service providers also resell headsets to their customers.

Retail. The retail channel encompasses office supply and consumer
electronics retailers, warehouse clubs, consumer products and office supply
distributors, and catalog and mail order companies. Retailers
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primarily sell headsets to small businesses, small offices and home offices.
This channel is currently our fastest growing area of distribution.

Other. We also make direct sales to certain government agencies, including
NASA and the FAA. In addition, certain of our distributors are authorized
resellers under a GSA schedule price list and sell our products to government
customers under that agreement.

We maintain a sales force in the United States and in various overseas
countries to provide ongoing customer support and service. We also employ
manufacturers' representatives to assist in selling through the retail channel.

RESEARCH AND DEVELOPMENT

Since we introduced the original lightweight communications headset in
1962, the headset end-user has been the primary focus of our design efforts. We
maintain an extensive database of head and ear shapes to assist in the
development of our products. Our concern for "human factors" and our efforts to
design in comfort and safety have resulted in such product innovations as a
behind-the-ear capsule (containing both microphone and receiver) designed to fit
all users comfortably and the SoundGuard Plus system, which provides volume
control and improved audio comfort and quality.

We have a number of product development programs currently underway,
including a new generation of headset systems, computer and mobile products, a
wireless product family and several programs to both capitalize on and improve
our core technology. Some of our recent and future product development
initiatives are as follows:

- We have developed what we believe is the smallest cordless headset
telephone currently in the world for mobile convenience in the home and
the home office.

- Our Computer Audio Systems Division is working on the next generation of
digital headsets. Our Mobile Communications Division is developing a
series of mobile telephone headsets to provide additional product choices
to the mobile telephone user.

- We are working on the development of a series of headsets that will be
compliant with the Bluetooth(TM) specification, a global short-range
wireless standard. We were one of the first companies (and the first
headset manufacturer) to join the Bluetooth consortium as an adopting
member. While we believe that the Bluetooth standard holds much promise
as a wireless platform in each of our various markets, we believe that
the first significant applications for headsets will be in the mobile
market.*

Most of our research and development is carried out by our in-house
engineering staff in the United States, England and Mexico. We supplement our
in-house engineering capabilities through selected contracting arrangements.
Research, development and engineering expenditures were $17.5 million, $19.5
million and $21.9 million for fiscal years 1998, 1999, and 2000, respectively.
We believe that investment in research and development is important for us to
maintain our position in the industry and, therefore, intend to increase our
spending for research, development and engineering in subsequent fiscal years.*

MANUFACTURING

The majority of our manufacturing operations consists of assembly and
testing, substantially all of which is performed at our facility in Mexico. We
have smaller manufacturing operations in California, Georgia and the United
Kingdom. In addition, we outsource the manufacture of a limited number of
products to third parties.

Finished goods are generally manufactured to meet forecasted customer
requirements. Special products and large orders submitted with short lead times
are manufactured to order. Since most manufacturing occurs prior to the receipt
of purchase orders, Plantronics maintains an inventory of finished goods in
addition to inventories of raw materials, work in process and subassemblies and
components.

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<PAGE> 13

Plantronics purchases components for its headset products, including
semi-custom integrated circuits, amplifier boards and other electrical
components, from suppliers in the United States, Mexico, Asia and Europe. We
have purchasing organizations in California, Georgia, England and The
Netherlands and also have a sourcing and quality operation in Taiwan. Although
most of the items purchased are obtained, or are reasonably available, from
numerous sources, certain products and components are currently procured only
from single suppliers in order to obtain volume pricing.

COMPETITION

We compete in several different markets, specifically the call center,
office, mobile, computer and residential markets. There are a number of
different competitors in each market in which we compete. We believe the
principal competitive factors in each market are product features, comfort and
fit; product reliability; customer service and support; reputation;
distribution; ability to meet delivery schedules; warranty terms; product life;
and price.

In the call center user market, we face different competitors depending on
the channel of distribution and the geographic location. We anticipate that we
may face additional indirect competition in this market from technological
advances such as interactive voice response systems which require no human
interface for certain applications, such as account balance inquiries or
airplane arrival and departure schedules. We believe that this trend will be
more than offset by the expansion of telemarketing and catalog sales.*

Our market in the office, including both traditional offices and the small
or home office, and residential markets, involves the sale of headsets for
connection to single line or office telephone systems, cellular telephones and
computers. Certain of our competitors in the call center market currently sell
headsets for use in the office and residential markets. There are also certain
competitors who sell exclusively outside the call center market.

Competitors in the mobile market generally come from outside of the call
center market. They include the mobile phone manufacturers who typically
outsource phone accessories like headsets, and companies that focus primarily on
the mobile and/or cordless phone accessories markets. There is indirect
competition from hands-free car kits which also allow users to drive with both
hands on the wheel. Important competitive factors in the mobile market include
product styling, product reliability, product features, competitive pricing,
sound quality, comfort and fit, customer service and support, reputation,
distribution, ability to meet delivery schedules, warranty terms, and product
life.

In the computer market, we compete for business in both the retail channel
and through OEMs. We face competition principally from established computer
peripheral vendors. These vendors have established relationships with their
distribution channels enabling them to gain broad and deep global distribution.
There is indirect competition from stand-alone microphones and loudspeakers for
use with computers. Competition through the retail channel is based upon
differentiated retail packaging, superior microphone and speaker performance,
price and headset style and color. Competition for OEM business is based upon
offering highly accurate microphones optimized to the OEM's software or system,
unique styling, competitive pricing, and consistent quality with low defect
rates.

We believe that the following key factors enable us to maintain our
position as a leading supplier of lightweight communications headsets:

- brand name recognition;

- large, diverse distribution network;

- diverse product offering;

- ability to design safe and reliable products;

- understanding of regulations; and

- strong customer service.

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<PAGE> 14

Although we believe we compete successfully with respect to these factors,
if we do not compete successfully with respect to any of these or other factors
it could materially adversely affect our business, financial condition and
results of operations.

ENVIRONMENTAL MATTERS

We are subject to various federal, state, local and foreign environmental
laws and regulations, including those governing the use, discharge and disposal
of hazardous substances in the ordinary course of our manufacturing process.
Although management believes that our current manufacturing operations comply in
all material respects with applicable environmental laws and regulations,
environmental legislation has been enacted and in the future may be enacted or
interpreted to create environmental liability with respect to our facilities or
operations. We have included in our financial statements a reserve of $1.5
million for possible environmental remediation related to one of our
discontinued businesses. While no claims have been asserted against us in
connection with this matter, there can be no assurance that such claims will not
be asserted in the future or that any resulting liability will not exceed the
amount of the reserve.

PATENTS AND TRADEMARKS

We maintain a program of seeking patent protection for our technology.
Significant product features for which we have, or are currently seeking, patent
protection include our StarSet II capsule design, SoundGuard receiver gain
compression integrated circuit, Mirage headset, Clarity frequency enhancing
telephone, battery-powered in-line amplifier with an automatic by-pass feature
to provide continuous receive signal when battery power gets low, integrated
circuit implementation for an audio amplifier operating at extremely low power
with an expander function for noise reduction in telephony applications, headset
in-use indicator for notifying passersby when the wearer of the headset is using
the headset, headset receiver mechanical-acoustical tone control devices, earbud
receiver positioning mechanisms, self-configuring telephone interface units and
various other products and features including certain wireless technology and
electronic components. As of May 1, 2000, we have thirty-five patents in force,
expiring from 2002 to 2018.

Our success will depend in part on our ability to obtain patents and
preserve other intellectual property rights covering the design and operation of
our products. We intend to continue to seek patents on our inventions when
appropriate.* The process of seeking patent protection can be lengthy and
expensive, and there can be no assurance that patents will issue from currently
pending or future applications or that our existing patents or any new patents
issued will be of sufficient scope or strength or provide meaningful protection
or any commercial advantage to us. We may be subjected to, or may initiate,
litigation or patent office interference proceedings, which may require
significant financial and management resources. The failure to obtain necessary
licenses or other rights or the advent of litigation arising out of any such
claims could have a material adverse effect on our operations.

We own registered trademarks with respect to our name and logo design and
many of our products, including, but not limited to, our Encore, FreeHand,
Mirage, StarSet, Supra, and TriStar products and currently have trademark
applications pending in connection with certain new products. We have such
trademark registrations in place on some or all of those marks in the United
States and a number of countries throughout the world. We also claim common law
trademark rights in many of our products and/or features. We also attempt to
protect our trade secrets and other proprietary information through
comprehensive security measures, including agreements with customers and
suppliers, and proprietary information agreements with employees and
consultants.

EMPLOYEES

On March 31, 2000, we employed 2,389 people worldwide, with 1,814 of those
in our manufacturing facility in Tijuana, Mexico. No employees are currently
covered by collective bargaining agreements or are members of any labor
organization as far as we are aware. We have not experienced any work stoppages
and believe that our employee relations are good.

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<PAGE> 15

EXECUTIVE OFFICERS

Set forth below is certain information regarding the executive officers of
Plantronics and their ages as of May 1, 2000.

<TABLE>
<S> <C> <C>
Benjamin Brussell 39 Vice President -- Corporate Development
Kevin Goodwin 44 Vice President -- Legal, General Counsel and
Secretary
Donald S. Houston 44 Senior Vice President -- Sales
S. Kenneth Kannappan 40 Chief Executive Officer, President and Director
Jean-Claude Malraison 53 Managing Director -- Europe, Middle East &
Africa
H. Craig May 39 President -- Call Center and Office Division
Barbara V. Scherer 43 Senior Vice President -- Finance and
Administration and Chief Financial Officer
</TABLE>

MR. BRUSSELL joined Plantronics in March 1998 as Vice
President -- Corporate Development and reports directly to the President and
Chief Executive Officer. Prior to joining us, Mr. Brussell was Vice President,
Corporate Development at Storage Technology Corporation, a leading provider of
enterprise and network information storage systems, from March 1992 to March
1998. From June 1990 until March 1992, Mr. Brussell acted as a consultant to
Storage Technology Corporation and other technology and health care industry
companies. From January 1985 to June 1990, Mr. Brussell held various positions
with Salomon Brothers, the last of which was Vice President, Corporate Finance,
Technology Group. Mr. Brussell has a Bachelor of Arts degree in Math/Economics
from Wesleyan University and a Masters Degree in Management from M.I.T. Sloan
School of Management. Mr. Brussell is a director of Box Hill Systems
Corporation, a manufacturer of high performance data storage systems.

MR. GOODWIN has served as Vice President -- Legal, General Counsel and
Secretary since July 1999. He joined Plantronics in July 1996 as a full-time
contract counsel and in November 1997 became an employee and General Counsel. In
July 1998 Mr. Goodwin was appointed Assistant Secretary of Plantronics. Prior to
joining Plantronics, Mr. Goodwin was in private practice with several law firms
with offices in Silicon Valley, including Carr & Ferrell (from 1995 to 1996) and
Pettit & Martin (from 1989 to 1995). Mr. Goodwin received his law degree from
Columbia University and a Bachelor of Arts degree in Economics and Philosophy
from Claremont Men's College.

MR. HOUSTON joined Plantronics in November 1996 as Vice President -- Sales
and was promoted to Senior Vice President -- Sales in March 1998. From February
1995 through November 1996, Mr. Houston served as Vice President -- Worldwide
Sales for Proxima Corporation, a designer, developer, manufacturer and marketer
of multimedia projection products. From 1985 until January of 1995, Mr. Houston
held a number of positions at Calcomp, Inc., which is engaged in the business of
manufacturing computer peripherals for the CAD and graphic market, including
Regional Sales Manager and most recently Vice President of Sales, Service and
Marketing. Prior to 1985, Mr. Houston held various sales and marketing
management positions with IBM Corporation. Mr. Houston is a graduate of the
University of Arizona with a Bachelor of Science degree in Business/Marketing.
He reports directly to the President and Chief Executive Officer.

MR. KANNAPPAN joined Plantronics in February 1995 as Vice
President -- Sales, responsible for OEM Sales and International Markets for
Plantronics, Inc. He was promoted to Vice President -- Sales, responsible for
all U.S., Asian and Latin American Sales in September 1995. He was promoted to
Managing Director -- Plantronics Limited in England in March 1996. In March
1997, Mr. Kannappan returned from England and was promoted to Senior Vice
President responsible for Plantronics' Worldwide Operations, Mobile Division,
Walker Division and Plantronics Limited. In March 1998, Mr. Kannappan was
promoted to President and Chief Operating Officer and in January 1999, Mr.
Kannappan was promoted to Chief Executive Officer and was appointed to the Board
of Directors. Prior to joining Plantronics, Mr. Kannappan was Senior Vice
President of Investment Banking for Kidder, Peabody & Co. Incorporated from
August 1985 through January 1995. Mr. Kannappan has a Bachelor of Arts degree in
Economics from Yale University and a Masters of Business Administration from
Stanford University. Mr. Kannappan also serves on the Board of Directors of
Mattson Technology, Inc., a supplier of advanced process equipment for the
semiconductor industry.

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<PAGE> 16

MR. MALRAISON joined Plantronics in July 1999 as the Managing
Director -- Europe, Middle East & Africa. Mr. Malraison is resident in the
Swindon, England and Hoofddorp, the Netherlands, offices of Plantronics and is
responsible for our European, Middle East and African sales and operations. He
received his Engineering degree at the Institut Supereur D'Electronic Du Nord in
France. Prior to joining Plantronics, Mr. Malraison spent 28 years with IBM in a
number of roles, most recently as Vice-President, Business Partners, EMEA.

MR. MAY joined Plantronics in May 1998 as Senior Vice
President -- Marketing and reports directly to the President and Chief Executive
Officer. Mr. May was most recently with Siemens Business Communication Systems,
Inc., as Director of Product Management, Desktops and Mobility, from October
1993 to May 1998. Prior to that position, Mr. May served on special assignment
to the President of Siemens Business Communications Systems, Inc. from July 1993
to October 1993. From June 1992 to July 1993, Mr. May was ROLM Executive
Delegate for Siemens AG, Private Networks Group, Desktop Products, Munich,
Germany. Mr. May held a number of positions with ROLM from July 1987 to June
1992, such as Director of Systems Planning, Manager of New Product Planning and
Senior Product Manager. From 1981 to June 1987 Mr. May worked for ROLM, an IBM
company, and Shell Oil Company in various product manager and engineering
positions of increasing authority. Mr. May has a Bachelor of Science degree in
Electrical Engineering from the University of Houston.

MS. SCHERER joined Plantronics in March 1997, and in April 1997 was named
Vice President -- Finance & Administration and Chief Financial Officer. In March
1998, Ms. Scherer was promoted to Senior Vice President -- Finance &
Administration and Chief Financial Officer. Prior to joining us, Ms. Scherer was
Senior Vice President and Chief Financial Officer at StreamLogic Corporation, a
developer of video delivery, digital media storage, networking RAID and data
management products, from October 1996 until March 1997; before that she was
Senior Vice President of Operations from April 1996 until October 1996. Prior to
that she held various positions spanning a nine year career with Micropolis
Corporation, a disk drive manufacturer, including, from 1995 until April 1996,
Vice President Finance, Chief Financial Officer and Treasurer, and from 1993
until 1994, Vice President, Treasurer and Video Systems Division Controller. Ms.
Scherer is a graduate of the University of California at Santa Barbara and
received her Masters from Yale School of Organization and Management. She
reports directly to the President and Chief Executive Officer.

Executive officers serve at the discretion of the Board of Directors. There
are no family relationships between any of the directors and executive officers
of Plantronics.

ITEM 2. PROPERTIES

Our principal executive offices are located in Santa Cruz, California. As
of June 1, 2000, we owned or leased a total of approximately 370,000 square feet
of manufacturing, administrative, engineering and office facilities, including:
(i) approximately 178,300 square feet of manufacturing, warehouse and
administrative facilities in Santa Cruz, California, approximately 54,600 square
feet of which are leased to third parties as office and warehouse space; (ii)
approximately 6,500 square feet of office and warehouse space in Los Gatos,
California, all of which is subleased to a third party; (iii) 11,600 square feet
of manufacturing and administrative facilities related to operations in
Ringgold, Georgia under a lease expiring in 2000; (iv) approximately 127,600
square feet for assembly and related operations in Tijuana, Mexico, under a
lease expiring in 2002; (v) approximately 38,400 square feet for assembly
operations, sales and administration in Wootton Bassett, England under leases
expiring in 2015; (vi) approximately 4,000 square feet for administrative
facilities in Hoofddorp, The Netherlands, under a lease expiring in 2002; and
(vii) smaller leased or rented facilities in Singapore, Japan, Hong Kong,
France, Germany, Italy, Spain, Brazil, Australia, Taiwan, Colorado and New
Jersey. We believe that our existing properties are generally suitable and
adequate for our business. We believe that our premises have sufficient capacity
available for expansion over the next few years.* However, we are currently
engaging in a long-term space planning process with respect to our Santa Cruz,
California headquarters facilities and our Tijuana, Mexico manufacturing plant.
We believe that these facilities are unlikely to support all of our requirements
for capacity over a mid to longer term planning horizon and are, therefore,
evaluating our alternatives.

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<PAGE> 17

ITEM 3. LEGAL PROCEEDINGS

Neither Plantronics, nor any of our subsidiaries, is a party to any
litigation, other than non-material litigation incidental to our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

No matters were submitted to a vote of the security holders of Plantronics
during the fourth quarter of the fiscal year ended March 31, 2000.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our Common Stock is publicly traded on the New York Stock Exchange.
Information included in the Corporate Directory appearing on the inside back
cover of our 2000 Annual Report to Stockholders concerning the market price of
and cash dividends declared on our Common Stock for each quarterly period within
the two most recent fiscal years is incorporated herein by reference. As of May
19, 2000 there were 422 holders of record of our Common Stock, including 332
individual participants in our Employee Stock Purchase Plan.

ITEM 6. SELECTED FINANCIAL DATA

The information appearing under the caption "Selected Financial Data"
appearing at page 36 of our 2000 Annual Report to Stockholders is incorporated
herein by this reference.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information appearing under the caption "Management's Discussion and
Analysis" appearing at pages 17 through 19 of our 2000 Annual Report to
Stockholders is incorporated herein by this reference.

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<PAGE> 18

RISK FACTORS AFFECTING FUTURE OPERATING RESULTS

Investors or potential investors in the stock of Plantronics should
carefully consider the risks described below. Our stockholders may be subject to
the risks inherent in our business. The performance of Plantronics shares of
stock will reflect the performance of our business relative to, among other
things, our competition, general economic and market conditions and industry
conditions. You should carefully consider the following factors in connection
with any investment in Plantronics stock. Our business, financial condition and
results of operations could be materially adversely affected if any of the risks
occur. If the risks occur, the trading price of Plantronics stock could decline
and an investor could lose all or part of his or her investment.

A SUBSTANTIAL PORTION OF OUR SALES COME FROM THE CALL CENTER MARKET AND A
DECREASE OF DEMAND IN THAT MARKET COULD MATERIALLY AFFECT OUR RESULTS.

We have historically derived, and continue to derive, a substantial portion
of our net sales from the call center market. This market has grown
significantly in recent years as new call centers have proliferated and existing
call centers have expanded. While we believe this market is continuing to grow,*
in the future this growth could slow or revenues from this market could decline
due to various factors. For example, technological advances such as automated
interactive voice response systems could reduce or eliminate the need for call
center agents in certain applications. In addition, consumer resistance to
telemarketing could adversely affect growth in the call center market. Due to
our reliance on the call center market, we will be affected more by changes in
the rate of call center establishment and expansion and the communications
products that call center agents use than would a company serving a broader
market. Any decrease in the demand for call centers and related headset products
could cause a decrease in the demand for our products, which would materially
adversely affect our business, financial condition and results of operations.

WE ARE COUNTING ON THE OFFICE, MOBILE, COMPUTER AND RESIDENTIAL MARKETS TO
DEVELOP AND WE COULD BE ADVERSELY AFFECTED IF THEY DO NOT DEVELOP AS WE EXPECT.

While the call center market is still a substantial portion of our
business, we believe that our future prospects will depend in large part on the
growth in demand for headsets in the office, mobile, computer and residential
markets.* These communications headset markets are relatively new and
undeveloped. Moreover, we do not have extensive experience in selling headset
products to customers in these markets. If the demand for headsets in these
markets fails to develop, or develops more slowly than we currently anticipate,
or if we are unable to effectively market our products to customers in these
markets, it would have a material adverse effect on the potential demand for our
products and on our business, financial condition and results of operations.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE TO A NUMBER OF
CAUSES OUTSIDE OUR CONTROL.

Our quarterly results of operations may vary significantly in the future
for a variety of reasons, including the following:

- changes in demand for our products;

- timing and size of orders from customers;

- cancellations or delays of deliveries of components and subassemblies by
our suppliers;

- variances in the timing and amount of engineering and operating expenses;

- distribution channel volume variations;

- delays in shipments of our products;

- product returns and customer credits;

- new product introductions by us or our competitors;

- entrance of new competitors;

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<PAGE> 19

- increases in the costs of our components and subassemblies;

- price erosion;

- changes in the mix of products sold by us;

- seasonal fluctuations in demand; and

- general economic conditions.

Each of the above factors is difficult to forecast and thus could have a
material adverse effect on our business, financial condition and results of
operations.

We generally ship most orders during the quarter in which they are
received, and, consequently, we do not have a significant backlog of orders. As
a result, quarterly net sales and operating results depend primarily on the
volume and timing of orders received during the quarter. It is difficult to
forecast orders for a given quarter. Since a large portion of our operating
expenses, including rent, salaries and certain manufacturing expenses, are fixed
and difficult to reduce or modify, if net sales do not meet our expectations,
our business, financial condition and results of operations could be materially
adversely affected.

Our operating results can also vary substantially in any period depending
on the mix of products sold and the distribution channels through which they are
sold. In the event that sales of lower margin products or sales through lower
margin distribution channels in any period represent a disproportionate share of
total sales during such period, our operating results would be materially
adversely affected.

We believe that period-to-period comparisons of our operating results are
not necessarily meaningful and should not be relied upon as indicative of future
operating results. In addition, our operating results in a future quarter or
quarters may fall below the expectations of securities analysts or investors,
and, as a result, the price of our common stock might fall.

IF WE DO NOT MATCH PRODUCTION TO DEMAND WE WILL BE AT RISK OF LOSING BUSINESS OR
OUR GROSS MARGINS COULD BE ADVERSELY AFFECTED.

Historically, we have seen steady increases in customer demand for our
products and have generally been able to increase production to meet that
demand. However, the demand for our products is dependent on many factors and
such demand is inherently difficult to forecast. Significant unanticipated
fluctuations in demand could cause the following operating problems, among
others:

- If demand increases beyond that forecasted, we would have to rapidly
increase production. We depend on suppliers to provide additional volumes
of components and subassemblies, and, therefore, might not be able to
increase production rapidly enough to meet unexpected demand. This could
cause us to fail to meet customer expectations. There could be short-term
losses of sales while we are trying to increase production. If customers
turn to competitive sources of supply to meet their needs, there could be
a long-term impact on our revenues.

- Rapid increases in production levels to meet unanticipated demand could
result in higher costs for components and subassemblies, increased
expenditures for freight to expedite delivery of required materials, and
higher overtime costs and other expenses. These higher expenditures could
lower our profit margins. Further, if production is increased rapidly,
there may be decreased manufacturing yields, which may also lower our
margins.

- If forecasted demand does not develop, we could have excess production or
excess capacity. Excess production could result in higher inventories of
finished products, components and subassemblies. If we were unable to
sell these inventories, we would have to write off some or all of our
inventories of obsolete products and unusable components and
subassemblies. Excess manufacturing capacity could lead to higher
production costs and lower margins.

Any of the foregoing problems could materially adversely affect our
business, financial condition and results of operations.

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<PAGE> 20

WE DEPEND ON OUR SUPPLIERS AND FAILURE OF OUR SUPPLIERS TO PROVIDE QUALITY
COMPONENTS OR SERVICES IN A TIMELY MANNER COULD ADVERSELY AFFECT OUR RESULTS.

We buy components and subassemblies from a variety of suppliers and
assemble them into finished products. The cost, quality, and availability of
such components are essential to the successful production and sale of our
products. Obtaining components and subassemblies entails various risks,
including the following:

- Prices of components and subassemblies may rise. If this occurs and we
are not able to pass these increases on to our customers or to achieve
operating efficiencies that would offset the increases, it would have a
material adverse effect on our business, financial condition and results
of operations.

- We obtain certain subassemblies and components from single suppliers, and
alternate sources for these items are not readily available. To date, we
have experienced only minor interruptions in the supply of these
components and subassemblies, none of which has significantly affected
our results of operations. However, an interruption in supply from any of
our single source suppliers in the future would materially adversely
affect our business, financial condition and results of operations.

- Most of our suppliers are not obligated to continue to provide us with
components and subassemblies. Rather, we buy most components and
subassemblies on a purchase order basis. If our suppliers experience
increased demand or shortages, it could affect deliveries to us. In turn,
this would affect our ability to manufacture and sell products that are
dependent on those components and subassemblies. This would materially
adversely affect our business, financial condition and results of
operations.

WE SELL OUR PRODUCTS THROUGH VARIOUS CHANNELS OF DISTRIBUTION AND A FAILURE OF
THOSE CHANNELS TO OPERATE AS WE EXPECT COULD DECREASE OUR REVENUES.

We sell substantially all of our products through distributors, OEMs,
retailers and telephony service providers. Our existing relationships with these
parties are nonexclusive and can be terminated by either party without cause.
Our channel partners also sell or can potentially sell products offered by our
competitors. To the extent that our competitors offer our channel partners more
favorable terms, such partners may decline to carry, de-emphasize or discontinue
carrying our products. In the future, we may not be able to retain or attract a
sufficient number of qualified channel partners. Further, such partners may not
recommend, or continue to recommend, our products. The inability to establish or
maintain successful relationships with distributors, OEMs, retailers and
telephony service providers or to expand our distribution channels could
materially adversely affect our business, financial condition or results of
operations.

Our distribution channels generally hold inventories of our products,
determined in their own business judgment to be sufficient to meet their
customer's delivery requirements. Such inventory levels are subject to market
conditions, business judgment by the reseller and our ability to meet their
time-to-ship needs. Rapid reductions by our distributors, OEMs, retailers and
other customers in the levels of inventories held in our products could
materially adversely affect our business, financial condition or results of
operations.

WE HAVE STRONG COMPETITORS AND WILL LIKELY FACE ADDITIONAL COMPETITION IN THE
FUTURE.

The markets for our products are highly competitive. We compete with a
variety of companies in the various markets for communications headsets. Our
single largest competitor is GN Netcom, a subsidiary of GN Great Nordic Ltd., a
Danish telecommunications conglomerate with revenues of 5.4 billion Danish Krone
(approximately $700 million) in calendar 1999. On May 21, 2000, GN Netcom
announced that it had signed an agreement to acquire Jabra Corporation, a
supplier of headsets in the mobile phone market. It is not clear how this merger
will affect us but the merged entity will have a broader product offering and
greater marketing presence than either of the two entities had separately.

We anticipate that we will face additional competition from companies that
currently do not offer communications headsets. This is particularly true in the
office, mobile, computer and residential markets. As these markets mature, we
will face increased competition from consumer electronics companies and other
companies that currently manufacture and sell mobile phones or computer
peripheral equipment. These new competitors are likely to be larger, offer
broader product lines, bundle or integrate with other products

20
<PAGE> 21

communications headset tops and bases manufactured by them or others, offer
products containing bases that are incompatible with our headset tops and have
substantially greater financial, marketing and other resources than we do.

We believe that important competitive factors for us are product
reliability, product features, customer service and support, reputation,
distribution, ability to meet delivery schedules, warranty terms, product life
and price. If we do not compete successfully with respect to any of these or
other factors it could materially adversely affect our business, financial
condition and results of operations. If we do not successfully develop and
market products that compete successfully with those of our competitors it would
materially adversely affect our business, financial condition and results of
operations.

NEW PRODUCT DEVELOPMENT IS RISKY AND WE WILL BE ADVERSELY AFFECTED IF WE DO NOT
RESPOND TO CHANGING CUSTOMER REQUIREMENTS AND NEW TECHNOLOGIES.

Our product development efforts historically have been directed toward
enhancement of existing products and development of new products that capitalize
on our core capabilities. The success of new product introductions is dependent
on a number of factors, including the proper selection of new product features,
timely completion and introduction of new product designs, cost-effective
manufacture of such products, quality of new products and market acceptance. To
be successful in the future, we must develop new products, qualify these new
products, successfully introduce these products to the market on a timely basis,
and commence and sustain low-cost, volume production to meet customers' demands.
Although we attempt to determine the specific needs of headset users in our
target markets, because almost all of our sales are indirect, we may not always
be able to timely and accurately predict end-user requirements. As a result, our
products may not be timely developed, designed to address current or future
end-user requirements, offered at competitive prices or accepted, which could
materially adversely affect our business, financial condition and results of
operations. Moreover, we generally incur substantial research and development
costs before the technical feasibility and commercial viability of a new product
can be ascertained. Accordingly, revenues from new products may not be
sufficient to recover the associated development costs.

Historically, the technology used in lightweight communications headsets
has evolved slowly. New products have primarily offered stylistic changes and
quality improvements, rather than significant new technologies. We anticipate
that the technology used in hands-free communications devices, including our
products, will begin to evolve more rapidly in the future. We believe that this
is particularly true of the office, mobile and residential markets, which may
require us to develop new headset technologies to support cordless and wireless
operation and to interface with new communications and computing devices. As a
result, our success depends upon our ability to enhance existing products, to
respond to changing market requirements, and to develop and introduce in a
timely manner new products that keep pace with technological developments. If we
are unable to develop and introduce enhanced products or new products in a
timely manner in response to changing market conditions or customer
requirements, it will materially and adversely affect our business, financial
condition and results of operations.

Due to the historically slow evolvement of our products, we have generally
been able to phase out obsolete products without significant impact to our
operating margins. However, as we develop new generations of products more
quickly, we expect that the pace of product obsolescence will increase
concurrently. The disposition of inventories of obsolete products may result in
reductions to our operating margins and affect our earnings and results of
operations.

CHANGES IN REGULATORY REQUIREMENTS MAY ADVERSELY IMPACT OUR GROSS MARGINS AS WE
COMPLY WITH SUCH CHANGES OR REDUCE OUR ABILITY TO GENERATE REVENUES IF WE ARE
UNABLE TO COMPLY.

Our products must meet the requirements set by regulatory authorities in
the numerous jurisdictions in which we sell them. As regulations and local laws
change, we must modify our products to address those changes. Regulatory
restrictions may increase the costs to design and manufacture our products,
resulting in a decrease in demand for our products if the costs are passed along
or a decrease in our margins. Compliance with regulatory restrictions may impact
the technical quality and capabilities of our products, reducing their

21
<PAGE> 22

marketability. We are currently facing a substantial change in the regulations
applicable to our products in the European Union and there is no certainty that
we can meet those regulatory requirements in a timely and cost-effective manner.
Failure to conform our products to these new European regulatory requirements
would result in our inability to sell such products in Europe, resulting in a
material adverse impact to our financial condition and results of operations.

WE HAVE SIGNIFICANT FOREIGN OPERATIONS AND THERE ARE INHERENT RISKS IN OPERATING
ABROAD.

Approximately 33.5% of our net sales in fiscal 2000 were derived from
customers outside the United States, compared with approximately 30.5% of our
net sales in fiscal 1999. In addition, we conduct substantially all of our
headset assembly operations in our manufacturing facility located in Mexico, and
we obtain most of the components and subassemblies used in our products from
various foreign suppliers. The inherent risks of international operations,
particularly in Mexico, could materially adversely affect our business,
financial condition and results of operations. The types of risks faced in
connection with international operations and sales include:

- cultural differences in the conduct of business;

- greater difficulty in accounts receivable collection;

- unexpected changes in regulatory requirements;

- tariffs and other trade barriers;

- economic and political conditions in each country;

- management and operation of an enterprise spread over various countries;
and

- burden of complying with a wide variety of foreign laws.

In calendar 2000, the value of major European currencies has dropped
against the U.S. dollar. To date, we have not reflected that change in currency
value in our selling prices. In order to maintain a competitive price for our
products in Europe, we expect that we will have to effectively reduce our
current prices, resulting in a lower margin on products sold in Europe.
Continued change in the values of European currencies or changes in the values
of other foreign currencies could have a material adverse effect on our
business, financial condition and results of operations.

OUR FOREIGN OPERATIONS PUT US AT RISK OF LOSS IF THERE ARE MATERIAL CHANGES IN
CURRENCY VALUES AS COMPARED TO THE U.S. DOLLAR.

A significant portion of our business is conducted in currencies other than
the U.S. dollar. As a result, fluctuations in exchange rates create risk to us
in both the sale of our products and our purchase of supplies. Fluctuations in
the value of the currencies in which we conduct our business relative to the
U.S. dollar have caused and will continue to cause currency transaction gains
and losses. Although we do not currently engage in any hedging activities to
mitigate exchange rate risks, we continually evaluate programs to reduce our
foreign currency exposure. However, there can be no assurance that we will not
continue to experience currency losses in the future, nor can we predict the
effects of future exchange rate fluctuations on future operating results. To the
extent that sales to our foreign customers increase or transactions in foreign
currencies increase, our business, financial condition and results of operations
could be materially adversely affected by exchange rate fluctuations. In
addition, we cannot predict the potential consequences to our business of the
adoption of the Euro as a common currency in Europe.

WE MAY BE EXPERIENCING A NON-SUSTAINABLE INCREASE IN SALES AS A RESULT OF
PENT-UP DEMAND FROM Y2K CONCERNS.

Our results for the first part of calendar year 2000 may not be indicative
of longer-term market conditions. We currently may be enjoying a non-sustainable
rebound from purchases by call center and office

22
<PAGE> 23

customers who delayed investment in new call centers or information technologies
due to concerns over the effects of Y2K.

IF THERE ARE PROBLEMS THAT AFFECT OUR PRINCIPAL MANUFACTURING FACILITY IN
MEXICO, WE COULD FACE LOSSES IN REVENUES OR MATERIAL INCREASES IN COSTS OF OUR
OPERATIONS.

Substantially all of our manufacturing operations are currently performed
in a single facility in Tijuana, Mexico. A fire, flood or earthquake, political
unrest or other disaster or condition affecting our facility could have a
material adverse effect on our business, financial condition and results of
operations. While we have developed a disaster recovery plan and believe we are
adequately insured with respect to this facility, we may not be able to
implement the plan effectively or on a timely basis or recover under applicable
insurance policies.

WE HAVE INTELLECTUAL PROPERTY RIGHTS THAT COULD BE INFRINGED BY OTHERS AND WE
ARE POTENTIALLY AT RISK OF INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF
OTHERS.

Our success will depend in part on our ability to protect our proprietary
technology. We rely primarily on a combination of nondisclosure agreements and
other contractual provisions as well as patent, trademark, trade secret, and
copyright laws to protect our proprietary rights. We currently hold 35 United
States patents and additional foreign patents and intend to continue to seek
patents on our inventions when we believe it to be appropriate. The process of
seeking patent protection can be lengthy and expensive. Patents may not be
issued in response to our applications, and patents that are issued may be
invalidated, circumvented or challenged by others. If we are required to enforce
our patents or other proprietary rights through litigation, the costs and
diversion of management's attention could be substantial. In addition, the
rights granted under any patents may not provide us competitive advantages or be
adequate to safeguard and maintain our proprietary rights. Moreover, the laws of
certain countries do not protect our proprietary rights to the same extent as do
the laws of the United States. If we do not enforce and protect our intellectual
property rights, it could materially adversely affect our business, financial
condition and results of operations.

From time to time, third parties, including our competitors, may assert
patent, copyright and other intellectual property rights against us. Such
claims, if they are asserted, could result in costly litigation and diversion of
management's attention. In addition, we may not ultimately prevail in any such
litigation or be able to license any valid and infringed patents from such third
parties on commercially reasonable terms, if at all. Any infringement claim or
other litigation against us could materially adversely affect our business,
financial condition and results of operations.

WE ARE EXPOSED TO POTENTIAL LAWSUITS ALLEGING DEFECTS IN OUR PRODUCTS.

The use of our products exposes us to the risk of product liability claims.
Product liability claims have in the past been, and are currently being,
asserted against us. None of the previously resolved claims have materially
affected our business, financial condition or results of operations, nor do we
believe that any of the pending claims will have such an effect. Although we
maintain product liability insurance, the coverage provided under our policies
could be unavailable or insufficient to cover the full amount of any such claim.
Therefore, successful product liability claims brought against us could have a
material adverse effect upon our business, financial condition and results of
operations.

Our mobile headsets are used with mobile telephones. There has been
continuing public controversy over whether the radio frequency emissions from
mobile telephones are harmful to users of mobile phones. We believe that there
is no conclusive proof of any health hazard from the use of mobile telephones
but that research in this area is incomplete. If research was to establish a
health hazard from the use of mobile telephones or public controversy grows even
in the absence of conclusive research findings, there could be an adverse impact
on the demand for our mobile headsets.

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<PAGE> 24

WHILE WE BELIEVE WE COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS, WE ARE STILL
EXPOSED TO POTENTIAL RISKS FROM ENVIRONMENTAL MATTERS.

We are subject to various federal, state, local and foreign environmental
laws and regulations, including those governing the use, discharge and disposal
of hazardous substances in the ordinary course of our manufacturing process.
Although we believe that our current manufacturing operations comply in all
material respects with applicable environmental laws and regulations,
environmental legislation has been enacted and may in the future be enacted or
interpreted to create environmental liability with respect to our facilities or
operations. We have included in our financial statements a reserve of $1.5
million for possible environmental remediation of the site of one of our
previous businesses. While no claims have been asserted against us in connection
with this matter, such claims could be asserted in the future and any liability
that might result could exceed the amount of the reserve.

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE LOSE THE BENEFIT OF THE SERVICES
OF KEN KANNAPPAN OR OTHER KEY PERSONNEL.

Our success depends to a significant extent upon the services of a limited
number of executive officers and other key employees. The unanticipated loss of
the services of our president and chief executive officer, Mr. Kannappan, or one
or more of our other executive officers or key employees could have a material
adverse effect upon our business, financial condition and results of operations.

We also believe that our future success will depend in large part upon our
ability to attract and retain additional highly skilled technical, management,
sales and marketing personnel. Competition for such personnel is intense. We may
not be successful in attracting and retaining such personnel, and our failure to
do so could have a material adverse effect on our business, operating results or
financial condition.

OUR STOCK PRICE MAY BE VOLATILE AND YOUR INVESTMENT IN PLANTRONICS STOCK COULD
BE LOST.

The market price for our common stock may be affected by a number of
factors, including the announcement of new products or product enhancements by
us or our competitors, the loss of services of one or more of our executive
officers or other key employees, quarterly variations in our or our competitors'
results of operations, changes in earnings estimates or recommendations by
securities analysts, developments in our industry, sales of substantial numbers
of shares of our common stock in the public market, general market conditions
and other factors, including factors unrelated to our operating performance or
the operating performance of our competitors. In addition, stock prices for many
companies in the technology sector have experienced wide fluctuations that have
often been unrelated to the operating performances of such companies. Such
factors and fluctuations, as well as general economic, political and market
conditions, such as recessions, may materially adversely affect the market price
of our common stock.

ANTI-TAKEOVER PROVISIONS IN OUR CURRENT BY-LAWS OR WHICH COULD BE PUT INTO PLACE
BY OUR BOARD OF DIRECTORS COULD AFFECT MARKET PRICES OF OUR STOCK.

Our board of directors has the authority to issue preferred stock and to
determine the price, rights, preferences, privileges and restrictions, including
voting and conversion rights, of those shares without any further vote or action
by the stockholders. The issuance of our preferred stock could have the effect
of making it more difficult for a third party to acquire us. In addition, we are
subject to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law, which could also have the effect of delaying or preventing our
acquisition by a third party. Further, certain provisions of our Certificate of
Incorporation and bylaws could delay or make more difficult a merger, tender
offer or proxy contest, which could adversely affect the market price of our
common stock.

CITICORP VENTURE CAPITAL HAS SIGNIFICANT CONTROL OVER OUR BUSINESS.

Our largest stockholder, Citicorp Venture Capital, Ltd. ("CVC"),
beneficially owns 4,509,168 shares of our common stock (excluding any shares
that may be owned by employees of CVC or its affiliates), which represents
approximately 27.6% of our outstanding common stock as of May 1, 2000. We also
have an

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<PAGE> 25

agreement with CVC under which it is entitled to have up to three of its
designees serve on our Board of Directors, depending on the level of CVC's
continuing stock ownership. Messrs. Robert F. B. Logan, M. Saleem Muqaddam and
John Mowbray O'Mara are currently serving as CVC's designees under that
agreement. After completion of the proposed offering, CVC will have the right to
have up to two of its designees supported by Management. Accordingly, CVC has
the ability to exert substantial influence on the full Board of Directors, which
currently consists of seven members. In addition, our bylaws contain provisions
that require a two-thirds (66 2/3%) supermajority vote of the Board of Directors
to approve certain transactions, including amendments of our Certificate of
Incorporation, certain provisions of our bylaws, mergers and sales of
substantial assets, acquisitions of other companies and sales of capital stock.
These provisions may have the effect of giving a small number of directors the
ability to block such transactions.

WE HAVE SEVERAL SIGNIFICANT STOCKHOLDERS AND, GIVEN THE LOW TRADING VOLUME OF
OUR STOCK, IF THEY SELL THEIR SHARES IN A SHORT PERIOD OF TIME, WE COULD SEE AN
ADVERSE AFFECT ON THE MARKET PRICES OF OUR STOCK.

As of May 19, 2000, we had 16,365,757 shares of common stock outstanding.
All of these shares are freely tradable except for approximately 4,900,000
shares held by affiliates of Plantronics (including CVC and the directors and
officers of Plantronics). These approximately 4,900,000 shares may only be sold
in reliance on Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to an effective registration statement filed with
the Securities and Exchange Commission. Some of our current stockholders,
including CVC, Citigroup Foundation and certain of our officers, directors and
key employees, also have certain contractual rights to require Plantronics to
register their shares for public sale. Approximately 2,600,000 additional shares
are subject to outstanding stock options as of May 19, 2000. Ms. Louise Cecil,
the widow of our former CEO and Chairman, Robert S. Cecil, holds options on
222,196 shares of our common stock, transferred to her by Mr. Cecil during his
life. She has registered those shares for resale and can sell any or all of
those shares at any time.

Plantronics stock is not heavily traded. Our average daily trading volume
in fiscal year 2000 was 71,630 shares per day with a median volume in that
period of 51,000 shares per day. Sales of a substantial number of shares of
common stock in the public market by CVC or any of our officers, directors or
other stockholders could adversely affect the prevailing market price of the
common stock and impair our ability to raise capital through the sale of equity
securities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following information appearing in our 2000 Annual Report to
Stockholders is incorporated herein by this reference:

Consolidated Balance Sheets -- March 31, 2000 and March 31, 1999.

Consolidated Financial Statements for fiscal years ended March 31, 2000,
March 31, 1999, and March 31, 1998:

Consolidated Statements of Operations;

Consolidated Statements of Cash Flows; and

Consolidated Statements of Stockholders' Equity (Deficit).

Notes to Consolidated Financial Statements.

Market price and dividend information set forth on the inside back
cover.

Report of Independent Accountants, dated April 24, 2000.

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<PAGE> 26

With the exception of the information mentioned in Items 5, 6, 7 and 8, our
2000 Annual Report to Stockholders is not to be deemed filed as part of this
Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no disagreements with accountants on any matter of
accounting principles and practices or financial disclosure.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding the identification and business experience of our
directors under the caption "Nominees" under the main caption "Proposal
One -- Election of Directors" in our definitive 2000 Proxy Statement for the
annual meeting of stockholders to be held on June 29, 2000, as filed with the
Securities and Exchange Commission on or about May 26, 2000, is incorporated
herein by this reference. For information regarding the identification and
business experience of our executive officers, see "Executive Officers" at the
end of Item 1 in Part I of this Annual Report on Form 10-K. Information
concerning filing requirements applicable to our executive officers and
directors under the caption "Compliance With Section 16(a) of the Exchange Act"
in our 2000 Proxy Statement is incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION

The information under the captions "Executive Compensation" and
"Compensation of Directors" in our 2000 Proxy Statement is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the caption "Security Ownership of Principal
Stockholders and Management" under the main caption "Additional Information" in
the 2000 Proxy Statement is incorporated herein by this reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the caption "Certain Transactions" in the 2000 Proxy
Statement is incorporated herein by this reference.

With the exception of the information specifically incorporated by
reference from the 2000 Proxy Statement in Part III of this Annual Report on
Form 10-K, the 2000 Proxy Statement shall not be deemed to be filed as part of
this Report. Without limiting the foregoing, the information under the captions
"Report of the Compensation Committee of the Board of Directors" and "Company's
Stock Performance" under the main caption "Additional Information" in the 2000
Proxy Statement is not incorporated by reference in this Annual Report on Form
10-K.

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<PAGE> 27

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Incorporation by Reference. The following documents are filed as part
of, or incorporated by reference into, this Annual Report on Form 10-K:

(1) Financial Statements. The consolidated financial statements of
Plantronics (including the notes thereto) are incorporated by reference
from our 2000 Annual Report to Stockholders as indicated in Item 8 of this
report.

(2) Financial Statement Schedules. All financial statement schedules
have been omitted because the required information is not applicable or not
present in amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated financial
statements or the notes thereto.

(3) Exhibits. The exhibits listed under Item 14(c) hereof are filed
with, or incorporated by reference into, this Annual Report on Form 10-K.

(b) Reports on Form 8-K. No reports on Form 8-K were filed by Registrant
during the fourth quarter of the fiscal year ended March 31, 2000.

(c) Exhibits. The following exhibits are filed as part of, or incorporated
by reference into, this Annual Report on Form 10-K:

<TABLE>
<C> <S>
3.1 Amended and Restated By-Laws of the Registrant (incorporated
herein by reference to Exhibit (3.4) to the Registrant's
Registration Statement on Form S-1 (as amended), No.
33-70744, filed on October 20, 1993).
3.2 Restated Certificate of Incorporation of the Registrant
filed with the Secretary of State of Delaware on January 19,
1994 (incorporated herein by reference to Exhibit (3.1) to
the Registrant's Quarterly Report on Form 10-Q, SEC File
Number 1-12696, for the fiscal quarter ended December 25,
1993, filed on March 4, 1994).
Certificate of Retirement and Elimination of Preferred Stock
and Common Stock of the Registrant filed with the Secretary
of State of Delaware on January 11, 1996 (incorporated
herein by reference to Exhibit (3.3) of the Registrant's
Annual Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 30, 1996, filed on June 27, 1996).
Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant filed with the Secretary of
State of Delaware on August 7, 1997 (incorporated herein by
reference to Exhibit (3.1) to the Registrant's Quarterly
Report on Form 10-Q, SEC File Number 1-12696, for the fiscal
quarter ended June 28, 1997, filed on August 8, 1997).
10.1 Quarterly Profit Sharing Plan (as amended) (incorporated
herein by reference to Exhibit (10.2) to Registrant's
predecessor, Plantronics, Inc.'s Report on Form 10-K, SEC
File Number 1-6642, for the fiscal year ended May 29, 1982,
filed on August 27, 1982).
10.3 Form of Indemnification Agreement between the Registrant and
certain directors and executives and Schedule of Other
Documents Omitted (incorporated herein by reference to
Exhibit (10.1) to PI Holdings Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended December 26, 1992,
SEC File Number 33-26770, filed February 9, 1993).
10.4 Form of Employment Agreement, Addendum to Employment
Agreement and Second Addendum to Employment Agreement
between the Registrant and certain executives; and Schedule
of Other Documents Omitted (incorporated herein by reference
to Exhibit (10.2) to PI Holdings Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended December 26, 1992,
SEC File Number 33-26770, filed February 9, 1993).
10.5 Executive Bonus Plan (incorporated herein by reference to
Exhibit (10.4) to the Registrant's Registration Statement on
Form S-1 (as amended), No. 33-70744, filed on October 20,
1993).
10.6 Board Designation Agreement dated as of October 22, 1993
between the Registrant and Citicorp Venture Capital, Ltd.
(incorporated herein by reference to Exhibit (10.21) to the
Registrant's Registration Statement on Form S-1 (as
amended), No. 33-70744, filed October 20, 1993).
</TABLE>

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<PAGE> 28
<TABLE>
<C> <S>
10.7 Lease Agreement dated July 1993 between Inmobiliara Mexhong
S.A. de C.V. and Plamex, S.A. de C.V., a subsidiary of the
Registrant, for premises located in Tijuana, Mexico
(translation from Spanish original) (incorporated herein by
reference to Exhibit (10.30) to the Registrant's
Registration Statement on Form S-1 (as amended), No.
33-70744, filed on October 20, 1993).
10.8 Lease dated December 7, 1990 between Canyge Bicknell Limited
and Plantronics Limited, a subsidiary of the Registrant, for
premises located in Wootton Bassett, England (incorporated
herein by reference to Exhibit (10.32) to the Registrant's
Registration Statement on Form S-1 (as amended), No.
33-70744, filed on October 20, 1993).
10.9 1993 Stock Plan (incorporated herein by reference to Exhibit
(10.1) to the Registrant's Registration Statement on Form
S-1 (as amended), SEC File Number 33-70744, filed on October
20, 1993).
Amendment effective as of April 23, 1996 to the 1993 Stock
Plan (incorporated herein by reference to Exhibit (4.2) to
the Registrant's Registration Statement on Form S-8, SEC
File Number 333-14833, filed on October 25, 1996).
Amendment Number Two to the 1993 Stock Plan effective as of
July 30, 1998, filed on June 16, 1999, as Exhibit 10.5 to
the Registrant's Annual Report on Form 10K, SEC File Number
001-12696.
10.10 1993 Director Stock Option Plan (incorporated herein by
reference to Exhibit (10.29) to the Registrant's
Registration Statement on Form S-1 (as amended), SEC File
Number 33-70744, filed on October 20, 1993).
Amendment Effective as of April 23, 1996 to the 1993
Director Stock Option Plan (incorporated herein by reference
to Exhibit (4.4) to the Registrant's Registration Statement
on Form S-8, SEC File Number 333-14833, filed on October 25,
1996).
10.11 1996 Employee Stock Purchase Plan (incorporated herein by
reference to Exhibit (4.5) to the Registrant's Registration
Statement on Form S-8, SEC File Number 333-14833, filed on
October 25, 1996).
10.12 Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan (incorporated herein by reference to Exhibit (4.1) to
the Registrant's Registration Statement on Form S-8, SEC
File Number 333-19351, filed on January 7, 1997).
Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust (incorporated
herein by reference to Exhibit (4.3) to the Registrant's
Registration Statement on Form S-8, SEC File Number
333-19351, filed on January 7, 1997).
Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan (incorporated herein by
reference to Exhibit (4.2) to the Registrant's Registration
Statement on Form S-8, SEC File Number 333-19351, filed on
January 7, 1997).
10.13 Resolutions of the Board of Directors of Plantronics, Inc.
Concerning Executive Stock Purchase Plan (incorporated
herein by reference to Exhibit (4.4) to the Registrant's
Registration Statement on Form S-8 (as amended), SEC File
Number 333-19351, filed on March 25, 1997).
10.14 Plantronics, Inc. Basic Deferred Compensation Plan, as
amended August 8, 1996 (incorporated herein by reference to
Exhibit (4.5) to the Registrant's Registration Statement on
Form S-8 (as amended), SEC File Number 333-19351, filed on
March 25, 1997).
Trust Agreement Under the Plantronics, Inc. Basic Deferred
Stock Compensation Plan (incorporated herein by reference to
Exhibit (4.6) to the Registrant's Registration Statement on
Form S-8 (as amended), SEC File Number 333-19351, filed on
March 25, 1997).
Plantronics, Inc. Basic Deferred Compensation Plan
Participant Election (incorporated herein by reference to
Exhibit (4.7) to the Registrant's Registration Statement on
Form S-8 (as amended), SEC File Number 333-19351, filed on
March 25, 1997).
10.15 Employment Agreement dated as of July 4, 1999 between
Registrant and Ken Kannappan.
10.16 Credit Agreement dated as of November 29, 1999 between
Registrant and Wells Fargo Bank N.A.
</TABLE>

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<PAGE> 29
<TABLE>
<C> <S>
13 Portions of Registrants 2000 Annual Report to Security
Holders which have been incorporated by reference in Parts
I, II and IV of this Annual Report.
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
27 Financial Data Schedule.
</TABLE>

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<PAGE> 30

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

PLANTRONICS, INC.

Dated: June 1, 2000 By: /s/ S. KENNETH KANNAPPAN
------------------------------------
S. Kenneth Kannappan
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

<TABLE>
<S> <C> <C>
/s/ S. KENNETH KANNAPPAN President, Chief Executive June 1, 2000
----------------------------------------------------- Officer and Director
(S. Kenneth Kannappan) (Principal Executive Officer)

/s/ BARBARA V. SCHERER Senior Vice President and Chief June 1, 2000
----------------------------------------------------- Financial Officer (Principal
(Barbara V. Scherer) Financial Officer and Principal
Accounting Officer)

/s/ MARV TSEU Chairman of the Board and Director June 1, 2000
-----------------------------------------------------
(Marv Tseu)

/s/ ROBERT F.B. LOGAN Director June 1, 2000
-----------------------------------------------------
(Robert F.B. Logan)

/s/ M. SALEEM MUQADDAM Director June 1, 2000
-----------------------------------------------------
(M. Saleem Muqaddam)

/s/ JOHN MOWBRAY O'MARA Director June 1, 2000
-----------------------------------------------------
(John Mowbray O'Mara)

/s/ TRUDE C. TAYLOR Director June 1, 2000
-----------------------------------------------------
(Trude C. Taylor)

/s/ DAVID A. WEGMANN Director June 1, 2000
-----------------------------------------------------
(David A. Wegmann)
</TABLE>

30
<PAGE> 31

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 Amended and Restated By-Laws of the Registrant (incorporated
herein by reference to Exhibit (3.4) to the Registrant's
Registration Statement on Form S-1 (as amended), No.
33-70744, filed on October 20, 1993).
3.2 Restated Certificate of Incorporation of the Registrant
filed with the Secretary of State of Delaware on January 19,
1994 (incorporated herein by reference to Exhibit (3.1) to
the Registrant's Quarterly Report on Form 10-Q, SEC File
Number 1-12696, for the fiscal quarter ended December 25,
1993, filed on March 4, 1994).
Certificate of Retirement and Elimination of Preferred Stock
and Common Stock of the Registrant filed with the Secretary
of State of Delaware on January 11, 1996 (incorporated
herein by reference to Exhibit (3.3) of the Registrant's
Annual Report on Form 10-K, SEC File Number 1-12696, for the
fiscal year ended March 30, 1996, filed on June 27, 1996).
Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant filed with the Secretary of
State of Delaware on August 7, 1997 (incorporated herein by
reference to Exhibit (3.1) to the Registrant's Quarterly
Report on Form 10-Q, SEC File Number 1-12696, for the fiscal
quarter ended June 28, 1997, filed on August 8, 1997).
10.1 Quarterly Profit Sharing Plan (as amended) (incorporated
herein by reference to Exhibit (10.2) to Registrant's
predecessor, Plantronics, Inc.'s Report on Form 10-K, SEC
File Number 1-6642, for the fiscal year ended May 29, 1982,
filed on August 27, 1982).
10.3 Form of Indemnification Agreement between the Registrant and
certain directors and executives and Schedule of Other
Documents Omitted (incorporated herein by reference to
Exhibit (10.1) to PI Holdings Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended December 26, 1992,
SEC File Number 33-26770, filed February 9, 1993).
10.4 Form of Employment Agreement, Addendum to Employment
Agreement and Second Addendum to Employment Agreement
between the Registrant and certain executives; and Schedule
of Other Documents Omitted (incorporated herein by reference
to Exhibit (10.2) to PI Holdings Inc.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended December 26, 1992,
SEC File Number 33-26770, filed February 9, 1993).
10.5 Executive Bonus Plan (incorporated herein by reference to
Exhibit (10.4) to the Registrant's Registration Statement on
Form S-1 (as amended), No. 33-70744, filed on October 20,
1993).
10.6 Board Designation Agreement dated as of October 22, 1993
between the Registrant and Citicorp Venture Capital, Ltd.
(incorporated herein by reference to Exhibit (10.21) to the
Registrant's Registration Statement on Form S-1 (as
amended), No. 33-70744, filed October 20, 1993).
10.7 Lease Agreement dated July 1993 between Inmobiliara Mexhong
S.A. de C.V. and Plamex, S.A. de C.V., a subsidiary of the
Registrant, for premises located in Tijuana, Mexico
(translation from Spanish original) (incorporated herein by
reference to Exhibit (10.30) to the Registrant's
Registration Statement on Form S-1 (as amended), No.
33-70744, filed on October 20, 1993).
10.8 Lease dated December 7, 1990 between Canyge Bicknell Limited
and Plantronics Limited, a subsidiary of the Registrant, for
premises located in Wootton Bassett, England (incorporated
herein by reference to Exhibit (10.32) to the Registrant's
Registration Statement on Form S-1 (as amended), No.
33-70744, filed on October 20, 1993).
10.9 1993 Stock Plan (incorporated herein by reference to Exhibit
(10.1) to the Registrant's Registration Statement on Form
S-1 (as amended), SEC File Number 33-70744, filed on October
20, 1993).
Amendment effective as of April 23, 1996 to the 1993 Stock
Plan (incorporated herein by reference to Exhibit (4.2) to
the Registrant's Registration Statement on Form S-8, SEC
File Number 333-14833, filed on October 25, 1996).
Amendment Number Two to the 1993 Stock Plan effective as of
July 30, 1998, filed on June 16, 1999, as Exhibit 10.5 to
the Registrant's Annual Report on Form 10K, SEC File Number
001-12696.
</TABLE>

31
<PAGE> 32

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.10 1993 Director Stock Option Plan (incorporated herein by
reference to Exhibit (10.29) to the Registrant's
Registration Statement on Form S-1 (as amended), SEC File
Number 33-70744, filed on October 20, 1993).
Amendment Effective as of April 23, 1996 to the 1993
Director Stock Option Plan (incorporated herein by reference
to Exhibit (4.4) to the Registrant's Registration Statement
on Form S-8, SEC File Number 333-14833, filed on October 25,
1996).
10.11 1996 Employee Stock Purchase Plan (incorporated herein by
reference to Exhibit (4.5) to the Registrant's Registration
Statement on Form S-8, SEC File Number 333-14833, filed on
October 25, 1996).
10.12 Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan (incorporated herein by reference to Exhibit (4.1) to
the Registrant's Registration Statement on Form S-8, SEC
File Number 333-19351, filed on January 7, 1997).
Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust (incorporated
herein by reference to Exhibit (4.3) to the Registrant's
Registration Statement on Form S-8, SEC File Number
333-19351, filed on January 7, 1997).
Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan (incorporated herein by
reference to Exhibit (4.2) to the Registrant's Registration
Statement on Form S-8, SEC File Number 333-19351, filed on
January 7, 1997).
10.13 Resolutions of the Board of Directors of Plantronics, Inc.
Concerning Executive Stock Purchase Plan (incorporated
herein by reference to Exhibit (4.4) to the Registrant's
Registration Statement on Form S-8 (as amended), SEC File
Number 333-19351, filed on March 25, 1997).
10.14 Plantronics, Inc. Basic Deferred Compensation Plan, as
amended August 8, 1996 (incorporated herein by reference to
Exhibit (4.5) to the Registrant's Registration Statement on
Form S-8 (as amended), SEC File Number 333-19351, filed on
March 25, 1997).
Trust Agreement Under the Plantronics, Inc. Basic Deferred
Stock Compensation Plan (incorporated herein by reference to
Exhibit (4.6) to the Registrant's Registration Statement on
Form S-8 (as amended), SEC File Number 333-19351, filed on
March 25, 1997).
Plantronics, Inc. Basic Deferred Compensation Plan
Participant Election (incorporated herein by reference to
Exhibit (4.7) to the Registrant's Registration Statement on
Form S-8 (as amended), SEC File Number 333-19351, filed on
March 25, 1997).
10.15 Employment Agreement dated as of July 4, 1999 between
Registrant and Ken Kannappan.
10.16 Credit Agreement dated as of November 29, 1999 between
Registrant and Wells Fargo Bank N.A.
13 Portions of Registrants 2000 Annual Report to Security
Holders which have been incorporated by reference in Parts
I, II and IV of this Annual Report.
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
27 Financial Data Schedule.
</TABLE>