UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
x
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the
fiscal year ended April 1, 2006
OR
o
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
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For
the
transition period from __________ to ___________
Commission
file number 001-12696
A.
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Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
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PLANTRONICS,
INC. 401(k) PLAN
B.
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Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
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PLANTRONICS,
INC.
345
Encinal Street
Santa
Cruz, California 95060
SIGNATURE
The
Plan.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Administrator
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Plantronics,
Inc. 401(k) Plan
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Date:
September 25, 2006
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By:
/s/ Richard R. Pickard
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Richard
R. Pickard
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Vice
President, Legal and General Counsel
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Plantronics,
Inc. on behalf of the Plan Administrator of the Plantronics, Inc.
401(k)
Plan
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401(k)
PLAN
Financial
Statements and Supplemental Schedule
April
1, 2006 and April 2, 2005
Table
of Contents
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Page
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4
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Financial
Statements:
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5
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6
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7
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13
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14
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Other
schedules required by 29 CFR2520.103-10 of the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under ERISA have been omitted because
they are not applicable.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To
the Participants and
Plan
Administrator of the
Plantronics,
Inc.
401(k)
Plan
We
have
audited the financial statements of the Plantronics, Inc. 401(k) Plan (the
Plan)
as of April 1, 2006 and April 2, 2005, and for the years then ended, as listed
in the accompanying table of contents. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged
to
perform an audit of the Plan’s internal control over financial reporting. Our
audits included consideration over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plan’s internal
control over financial reporting. Accordingly, we express no such opinion.
An
audit includes examining, on a test basis, evidence supporting the amounts
and
disclosures in the financial statements. An audit also includes assessing
the
accounting principles used and significant estimates made by the Plan’s
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
April
1, 2006 and April 2, 2005, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule, as listed
in
the accompanying table of contents, is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but
is
supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of
the
Plan’s management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in
our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
MOHLER,
NIXON & WILLIAMS
Accountancy
Corporation
Campbell,
California
September
13, 2006
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401(k)
PLAN
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STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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April
1,
2006
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April
2,
2005
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Assets:
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Investments,
at fair value
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$
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61,232,958
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$
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50,899,870
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Investments,
at contract value
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17,781,267
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16,944,888
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Participant
loans
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1,558,081
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1,491,956
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Net
assets available for benefits
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$
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80,572,306
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$
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69,336,714
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See
notes
to financial statements
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401(k)
PLAN
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STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
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Fiscal
Years
ended
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April
1,
2006
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April
2,
2005
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Additions
to net assets attributed to:
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Investment
income:
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Dividends
and interest
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$
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694,620
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$
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648,072
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Net
realized and unrealized appreciation in fair value of
investments
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6,588,239
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985,812
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7,282,859
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1,633,884
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Contributions:
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Participants'
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5,150,575
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4,622,392
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Employer's
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2,983,954
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2,728,211
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8,134,529
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7,350,603
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Total
additions
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15,417,388
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8,984,487
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Deductions
from net assets attributed to withdrawals, distributions, and
administrative expenses
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4,181,796
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3,080,427
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Total
deductions
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4,181,796
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3,080,427
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Net
increase in net assets
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11,235,592
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5,904,060
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Net
assets available for benefits:
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Beginning
of year
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69,336,714
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63,432,654
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End
of year
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$
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80,572,306
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$
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69,336,714
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See
notes
to financial statements
401(k)
PLAN
NOTES
TO FINANCIAL STATEMENTS
APRIL
1, 2006 AND APRIL 2, 2005
NOTE
1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES
General
- The
following description of the Plantronics, Inc. 401(k) Plan (the Plan) provides
only general information. Participants should refer to the Plan document
for a
more complete description of the Plan’s provisions.
The
Plan
is a defined contribution plan that was established in 1968 by Plantronics,
Inc.
(the Company) to provide benefits to eligible employees, as defined in the
Plan
document. The Plan administrator believes that the Plan is currently designed
and operated in compliance with the applicable requirements of the Internal
Revenue Code, as amended, and the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended.
Administration
-
The
Company has appointed an Investment Committee (the Committee) to manage the
operation and administration of the Plan. The Company has contracted with
Massachusetts Mutual Life Insurance Company (MassMutual) to act as the custodian
and to process and maintain the records of participant data and with Investors
Bank and Trust Company (IBT) to act as the Plan trustee. Substantially all
expenses incurred for administering the Plan are paid by the
Company.
Estimates
- The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to
make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Basis
of accounting - The
financial statements of the Plan are prepared on the accrual method of
accounting in accordance with accounting principles generally accepted in
the
United States of America.
Forfeited
accounts - Forfeited
nonvested accounts will be used to reduce future employer contributions,
pay
administrative expenses under the Plan, or restore accounts previously
forfeited.
Investments
- At
April
1, 2006 and April 2, 2005, investments of the Plan were held by MassMutual
and
invested based solely upon instructions received from participants.
The
Plan’s investments in Company common stock, mutual funds and pooled separate
accounts are valued at fair value as of the last day of the Plan year, as
measured by quoted market prices or as reported by MassMutual. Participant
loans
are valued at cost, which approximates fair value.
The
Plan’s SF Guaranteed Fund with MassMutual is fully-benefit responsive and,
therefore, has been reported in the financial statements at contract value.
The
contract value of the Plan’s SF Guaranteed Fund approximates its fair value at
April 1, 2006 and April 2, 2005.
The
crediting interest rate on the SF Guaranteed Fund was 3% at April 1, 2006
and
April 2, 2005. The average yield on the SF Guaranteed Fund was 3% for the
years
ended April 1, 2006 and April 2, 2005.
Income
taxes - The
Plan
has been amended since receiving its latest favorable determination letter
dated
November 4, 2002. The Company believes that the Plan is operated in accordance
with, and qualifies under, the applicable requirements of the Internal Revenue
Code and related state statutes, and that the trust, which forms a part of
the
Plan, is exempt from federal income and state franchise taxes.
Plan
year - The
Plan
year is the 52- or 53-week period ending on the Saturday closest to March
31 of
each year. Accordingly, the Plan’s two most recent fiscal years ended on April
1, 2006 and April 2, 2005.
Risks
and uncertainties - The
Plan
provides for various investment options in any combination of investment
securities offered by the Plan, including Company common stock. Investment
securities are exposed to various risks, such as interest rate, market
fluctuations and credit risks. Due to the risk associated with certain
investment securities, it is at least reasonably possible that changes in
market
values, interest rates or other factors in the near term could materially
affect
participants’ account balances and the amounts reported in the statements of net
assets available for benefits and the statements of changes in net assets
available for benefits.
NOTE
2 - RELATED PARTY TRANSACTIONS
Certain
Plan investments are managed by MassMutual. Any purchases and sales of these
investments are performed in the open market at fair value. Such transactions,
while considered party-in-interest transactions under ERISA regulations,
are
permitted under the provisions of the Plan and are specifically exempt from
the
prohibition of party-in-interest transactions under ERISA.
In
addition, the Plan holds shares of Company common stock, which also qualify
as a
party-in-interest investment. The Company common stock is trusteed by
IBT.
NOTE
3 - PARTICIPATION AND BENEFITS
Participant
contributions - Participants
may elect to have the Company contribute their eligible pre-tax compensation
up
to the amount allowable under the Plan document and current income tax
regulations .
Participants who elect to have the Company contribute a portion of their
compensation to the Plan agree to accept an equivalent reduction in taxable
compensation. Contributions withheld are invested in accordance with the
participant’s direction. The Plan has been amended in accordance with EGTRRA to
allow eligible participants to make a catch-up contribution, up to the maximum
allowed under current income tax regulations.
Participants
are also allowed to make rollover contributions of amounts received from
other
tax-qualified employer-sponsored retirement plans. Such contributions are
deposited in the appropriate investment funds in accordance with the
participant’s direction and the Plan’s provisions.
Employer
contributions - The
Company makes safe harbor matching contributions as defined in the Plan and
as
approved by the Board of Directors. In fiscal years 2006 and 2005, the
Company matched $.50 for each $1.00 contributed by a participant, up to a
maximum of 6% of the participant’s eligible compensation.
The
Company also makes safe harbor non-elective contributions as defined in the
Plan
and as approved by the Board of Directors. In fiscal years 2006 and 2005,
the
Company made a contribution equal to 3% of the participant’s eligible
compensation. In addition, the Plan also allows for employer matching
contributions and employer discretionary contributions; however, no such
contributions have been made for the years ended April 1, 2006 and April
2,
2005.
Vesting
- Participants
are immediately vested in their contributions, the safe harbor matching and
non-elective contributions, and the employer matching contributions.
Participants are fully vested in the employer’s discretionary contributions, if
any, allocated to their account after two years of credited
service.
Participant
accounts - Each
participant’s account is credited with the participant’s contribution, Plan
earnings or losses and an allocation of the Company’s contributions. Allocation
of the Company’s contributions is based on eligible participant contributions or
compensation, as defined in the Plan.
Payment
of benefits - Upon
retirement, death, or termination, the participants or beneficiaries may
elect
to leave their account balance in the Plan, or receive their total vested
benefits in a lump sum amount or in annual cash installments,
as defined in the Plan. The Plan provided for the automatic lump sum
distribution of participant vested account balances that did not exceed $5,000.
However, effective March 28, 2005, for vested account balances that do not
exceed $5,000 but that are more than $1,000, the Plan provides for an automatic
rollover of the vested account balance to an individual retirement account,
unless the participant elects a direct rollover to an eligible retirement
plan
or elects to receive a taxable distribution.
Loans
to participants - The
Plan
allows participants to borrow up to the lesser of $50,000 or 50% of their
vested
account balance. The loans are secured by the participant’s vested balance. Such
loans bear interest at the available market financing rates and must be repaid
to the Plan within a five-year period, unless the loan is used for the purchase
of a principal residence in which case the maximum repayment period may be
longer. The specific terms and conditions of such loans are established by
the
Committee. Outstanding loans at April 1, 2006 carry interest rates ranging
from
5.0% to 11.5%.
NOTE
4 - INVESTMENTS
The
number of shares of Plantronics, Inc. common stock in the Plantronics Stock
Fund
(the Fund) was 267,036 as of April 1, 2006 and 266,577 as of April 2, 2005.
The
Fund is largely composed of Plantronics, Inc. common stock purchased on the
open
market with a fair value of approximately $9,457,000 and $10,059,000 at April
1,
2006 and April 2, 2005, respectively. The Fund assigns units of participation
to
those participants with account balances in the Fund. The total number of
units
in the Fund was 408,023 and 407,528 at April 1, 2006 and April 2, 2005,
respectively, and the net unit value was $23.18 and $24.68 at April 1, 2006
and
April 2, 2005, respectively.
The
following table presents the fair or contract values of investments and
investment funds. The funds exceeding 5% or more of the Plan’s net assets are
presented separately.
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April
1,
2006
|
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April
2,
2005
|
|
|
|
|
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SF
Guaranteed Fund
|
|
$
|
17,781,267
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$
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16,944,888
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Fidelity
Contrafund
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7,388,364
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4,507,190
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Fidelity
Equity Income II Fund
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6,817,130
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5,888,585
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Fidelity
Magellan Fund
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|
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-
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7,688,315
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Select
Indexed Equity Fund
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|
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9,724,495
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-
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OFI
Premier Global
|
|
|
5,883,596
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|
|
3,901,798
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Plantronics,
Inc. Common Stock
|
|
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9,457,209
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|
10,058,915
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Other
funds individually less than 5% of net assets
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23,520,245
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20,347,023
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Assets
held for investment purposes
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$
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80,572,306
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$
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69,336,714
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The
Plan's investments (including gains and losses on investments bought and
sold,
as well as held during the year) appreciated (depreciated) in value as
follows:
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Years
ended
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April
1,
2006
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April
2,
2005
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Company
common stock
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$
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(605,930
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)
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$
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135,029
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Mutual
funds
|
|
|
822,909
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|
|
179,933
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Pooled
separate accounts
|
|
|
6,371,260
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|
670,850
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|
|
|
|
|
|
|
|
|
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$
|
6,588,239
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$
|
985,812
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NOTE 5
- SUBSEQUENT EVENTS
In
August
2006, the Company completed the acquisition of Altec Lansing Technology,
Inc. In
conjunction with the acquisition, on December 31, 2006 the Altec Lansing
401(k)
Plan will be merged into the Plan. Effective January 1, 2007, all participants
of the Altec Lansing 401(k) Plan will be eligible to participate in the
Plan.
As
of
September 13, 2006, the price of the Company’s stock has decreased by
approximately 48% from its April 1, 2006 level. The value of the Plan’s
investment in the Company stock fund has significantly decreased in value
as a
result of the change.
Effective
January 1, 2007, the Plan will change its Plan year end to a calendar year
end.
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EIN:
77-0207692
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401(k)
PLAN
|
PLAN
#002
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SUPPLEMENTAL
SCHEDULE
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SCHEDULE
H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
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April
1, 2006
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Identity
of issue, borrower,
lessor
or similar party
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Description
of investment including
maturity
date, rate of interest
collateral,
par or maturity value
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Current
value
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Massachusetts
Mutual Life Insurance Company:
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*
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SF
Guaranteed Fund
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Guaranteed
Investment Contract
|
$
|
17,781,267
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*
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Fidelity
Contrafund
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Pooled
Separate Account
|
|
7,388,364
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*
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Fidelity
Equity Income II Fund
|
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Pooled
Separate Account
|
|
6,817,130
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*
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Select
Midcap Growth II Fund
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Pooled
Separate Account
|
|
2,453,189
|
*
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Select
Indexed Equity Fund
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Pooled
Separate Account
|
|
9,724,495
|
*
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Select
Small Company Growth Fund
|
|
Pooled
Separate Account
|
|
3,026,150
|
*
|
|
Premier
Small Cap Value Fund
|
|
Pooled
Separate Account
|
|
2,530,251
|
*
|
|
Select
Focused Value Fund
|
|
Pooled
Separate Account
|
|
1,865,202
|
*
|
|
Select
Overseas Fund
|
|
Pooled
Separate Account
|
|
1,964,374
|
*
|
|
Select
Growth Equity Fund
|
|
Pooled
Separate Account
|
|
1,011,739
|
*
|
|
American
Century Ultra Fund
|
|
Pooled
Separate Account
|
|
3,294,977
|
*
|
|
OFI
Premier Global
|
|
Pooled
Separate Account
|
|
5,883,596
|
*
|
|
PIMCO
Total Return
|
|
Pooled
Separate Account
|
|
1,210,205
|
|
|
Fidelity
Puritan Fund
|
|
Mutual
Fund
|
|
2,325,807
|
|
|
Phoenix-Duff
& Phelps Real Estate Fund
|
|
Mutual
Fund
|
|
2,277,897
|
*
|
|
Plantronics,
Inc.
|
|
Common
Stock
|
|
9,457,209
|
*
|
|
Participant
loans
|
|
Interest
rates ranging from 5.0% to 11.5%
|
|
1,558,081
|
*
|
|
Interest
bearing cash
|
|
Interest
bearing cash
|
|
2,373
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
80,572,306
|
*
|
|
Party-in-interest
|
|
|
|
|
Exhibit
Number
|
Description
|
|
Consent
of Mohler, Nixon & Williams Accountancy Corporation, Independent
Registered Public Accounting
Firm
|