914025--6/5/2006--PLANTRONICS_INC

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If we do not match production to demand, we may lose business or our gross margins could be materially adversely affected. Our business will be materially adversely affected if we are not able to develop, manufacture and market new products in response to changing customer requirements and new technologies. The failure of our suppliers to provide quality components or services in a timely manner could adversely affect our results. Integration of Altec Lansing Technologies, Inc. may have an adverse effect on our business and financial condition. We depend on original design manufacturers and contract manufacturers who may not have adequate capacity to fulfill our needs or may not meet our quality and delivery objectives. Demand for iPod products, which are produced by Apple Computer, Inc., affects demand for certain portable products. We sell our products through various channels of distribution that can be volatile and failure to establish successful relationships with our channel partners could materially adversely affect our business, financial condition or results of operations. The success of our business depends heavily on our ability to effectively market our products, and our business could be materially adversely affected if markets do not develop as we expect. We have significant intangible assets recorded on our balance sheet. If the carrying value of our intangible assets is not recoverable, an impairment loss must be recognized, which would adversely affect our financial results. Our failure to effectively manage growth could harm our business. We have strong competitors and expect to face additional competition in the future. If we are unable to compete effectively, our results of operations may be adversely affected. While we believe we comply with environmental laws and regulations, we are still exposed to potential risks associated with environmental regulations. Our products are subject to various regulatory requirements, and changes in such 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 stock price may be volatile and the value of your investment in Plantronics stock could be diminished. Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and results of operations. Changes in stock option accounting rules will adversely impact our operating results and may adversely impact our stock price and our ability to compete for employees. We have significant foreign operations, and there are inherent risks in operating abroad. War, terrorism, public health issues or other business interruptions could disrupt supply, delivery or demand of products, which could negatively affect our operations and performance. 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. We are exposed to potential lawsuits alleging defects in our products and/or other claims related to the use of our products. Our business could be materially adversely affected if we lose the benefit of the services of key personnel. The adoption of voice-activated software may cause profits from our contact center products to decline. While we believe we currently have adequate internal control over financial reporting, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price. Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent a third party from acquiring us, which could decrease the value of our stock.

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914025--6/5/2006--PLANTRONICS_INC_/CA/