UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


(MARK ONE)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 2, 20163, 2021
OR
oTRANSITION 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
 
plt-20210403_g1.jpg
Plantronics, Inc.
(Exact name of registrant as specified in its charter)


 
Delaware77-0207692
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
345 Encinal Street, Santa Cruz, California95060
(Address of principal executive offices)(Zip Code)

345 Encinal Street
Santa Cruz, California 95060
(Address of principal executive offices)
(zip code) 

(831) 426-5858420-3002
(Registrant's telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading SymbolName of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUENEW YORK STOCK EXCHANGEPLTNew York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)


Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  



Yes S No £


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   
Yes £ No S

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 S No £
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes S 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 the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one).

Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Large Accelerated Filer S
Emerging Growth Company
Accelerated Filer £
Non-accelerated Filer £ (Do not check if a smaller reporting company)
Smaller Reporting Company £


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes £ No S
 
The aggregate market value of the common stock held by non-affiliates of the Registrant, based upon the closing price of $51.16$11.55 for shares of the Registrant's common stock on September 25, 2015,2020, the last trading day of the Registrant’s most recently completed second fiscal quarter as reported by the New York Stock Exchange, was approximately $1,704,421,100.$471,886,734.  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 as of September 25, 20152020 (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.  This determination of affiliate status is for purposes of this calculation only and is not conclusive.
 
As of May 12, 2016, 33,227,110 shares13, 2021, 41,838,866 shares of common stock were outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 20162021 Annual Meeting of Stockholders to be held on or about August 4, 2016 are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended April 2, 2016.

3, 2021.








Plantronics, Inc.
FORM 10-K
For the Year Ended March 31, 2016April 3, 2021


TABLE OF CONTENTS
 
Part I.Page
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV.
Item 15.
 
Plantronics®, Clarity®,Plantronics, Poly, the Propeller design, the Poly logo, and Simply Smarter Communications®Polycom are trademarks or registered trademarks of Plantronics, Inc.

DECT™ is a trademark of ETSI registered for the benefit of its members in France and other jurisdictions.

The Bluetooth name and the Bluetooth® trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics, Inc. under license.

All other trademarks are the property of their respective owners.





Table of Contents
PART I
 
This Form 10-K is filed with respect to ourPlantronics, Inc.'s (“Poly,” “Company,” “we,” “our,” or “us”) fiscal year 2016. Each of our fiscal years ends on the Saturday closest to the last day of March. The year ended April 3, 2021 ("Fiscal year 2016Year 2021") had 53 weeksweeks. The years ended March 28, 2020 ("Fiscal Year 2020") and ended on April 2, 2016, fiscal years 2015 and 2014March 30, 2019 ("Fiscal Year 2019") each had 52 weeks and endedweeks. This Annual Report on March 28, 2015, and March 29, 2014, respectively. 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.Form 10-K is filed with respect to our Fiscal Year 2021.


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, as amended, (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).  Theseincluding statements relating to our intentions, beliefs, projections, outlook, analyses or current expectations that are subject to many risks and uncertainties. Such forward-looking statements and the associated risks and uncertainties include, but are not limited to: (i) our beliefs with respect to the length and severity of the COVID-19 (coronavirus) outbreak, and its impact across our businesses, our operations and global supply chain, including (a) our expectations that the virus has caused, and will continue to cause, a shift to a hybrid work environment and that the elevated demand we have experienced in certain product lines, including our Enterprise Headsets and Video devices, will continue over the long term, (b) our belief that we will continue to experience increased customer and partner demand in collaboration endpoints, and that we will be able to design new product offerings to meet the change in demand due to a global hybrid work environment, (c) our expectations related to our Voice product lines, as well as our services attachment rate for such products, which have been, and may generallycontinue to be, identifiednegatively impacted as companies have delayed returning their workforces to offices in many countries due to the continued impact of COVID-19; and (d) the impact of the virus on our distribution partners, resellers, end-user customers and our production facilities, including our ability to obtain alternative sources of supply if our production facility or other suppliers are impacted by future shutdowns; (ii) our expectations related to global supply chain disruptions, including our belief that shortages of key components, including semiconductor chips, have impacted companies worldwide both within and outside of our industry, and that we will continue to experience a shortage of adequate component supply, including integrated circuits and manufacturing capacity, long lead times for raw materials and components, increased costs, increased purchase commitments and a delay in our ability to fulfill orders, which has had, and may continue to have, an adverse impact on our business and operating results; (iii) expectations related to our ability to fulfill the usebacklog generated by supply constraints and to timely supply the number of products to fulfill current and future customer demand; (iv) risks associated with our dependence on manufacturing operations conducted in our own facility in Tijuana, Mexico and through contract manufacturers, original design manufacturers, and suppliers to manufacture our products, to timely obtain sufficient quantities of materials, as well as finished products of acceptable quality, at acceptable prices, and in the quantities necessary for us to meet critical schedules for the delivery of our own products and services and fulfill our anticipated customer demand; (v) risks associated with our ability to secure critical components from sole source suppliers or identify alternative suppliers and/or buy component parts on the open market or completed goods in quantities sufficient to meet our requirements on a timely basis, affecting our ability to deliver products and services to our customers; (vi) our belief that consolidations of suppliers has occurred, and may continue to occur, which may negatively impact our ability to access certain parts and may result in higher prices which will impact our gross margins; (vii) risks related to increased cost of goods sold, including increased freight and other costs associated with expediting shipment and delivery of high-demand products to key markets in order to meet customer demand; (viii) continued uncertainty and potential impact on future quarters if sourcing constraints continue and/or price volatility occurs, which could continue to negatively affect our profitability and/or market share; (ix) the impact if global or regional economic conditions deteriorate further, on our customers and/or partners, including increased demand for pricing accommodations, delayed payments, delayed deployment plans, insolvency or other issues which may increase credit losses; (x) risks related to restrictions or delays in global return to worksites as a result of COVID-19, which continues to impact our employees and our customers worldwide, which has negatively impacted our voice product lines, and restricted customer engagement; (xi) expectations related to our ability to supply products in a timely manner to satisfy perishable demand; (xii) expectations related to our customers’ purchasing decisions and our ability to pivot quickly enough and/or match product production to demand, particularly given long lead times and the difficulty of forecasting unit volumes and acquiring the component parts and materials to meet demand without having excess inventory or incurring cancellation charges; (xiii) risks associated with significant and/or abrupt changes in product demand which increases the complexity of management’s evaluation of potential excess or obsolete inventory; (xiv) risks associated with the bankruptcy or financial weakness of distributors or key customers, or the bankruptcy of or reduction in capacity of our key suppliers; (xv) expectations related to our Services segment revenues, particularly as we introduce new generation, less complex, product solutions, or as companies shift from on premises to work from home options for their workforce, which have resulted and may continue to result in decreased demand for our professional, installation and/or managed service offerings; (xvii) expectations that our current cash on hand, additional cash generated from operations, together with sources of cash through our credit facility, either alone or in combination with our election to suspend our dividend payments, will meet our liquidity needs; (xviii) expectations relating to our ability to generate sufficient cash flow from operations to meet our debt covenants, and timely repay all principal and interest amounts drawn under our credit facility as they become due; (xix) risks associated with
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our channel partners’ sales reporting, product inventories and product sell through since we sell a significant amount of products to channel partners who maintain their own inventory of our products; (xx) expectations related to our efforts to drive sales and sustainable profitable revenue growth, to improve our profitability and cash flow, and accelerate debt reduction and de-levering; (xxi) our expectations regarding growth objectives related to our strategic initiatives designed to expand our product and service offerings, including our expectations related to building strategic alliances and key partnerships with providers of collaboration tools and platforms to drive revenue growth and market share, our expectations for new products launches, the timing of their releases and their expected impact on future growth and on our existing products, and our belief that our product management and personal device services, including Poly Lens and/or Poly+, will drive growth and profitability for both us and our partners through the sale of our product, services and solutions; (xxii) risks associated with forecasting sales and procurement demands, which are inherently difficult, particularly with continuing uncertainty in regional and global economic conditions; (xxv) our expectations regarding our ability to control costs, streamline operations and successfully implement our various cost-reduction activities and realize anticipated cost savings under such wordscost-reduction initiatives; (xxvi) expectations relating to our earnings guidance, particularly as "expect," "anticipate," "believe," "intend," "predict," "project," economic uncertainty, including, without limitation, uncertainty related to the continued impact of COVID-19, the current constraints in our ability to source key components for our products, continued uncertainty in the macro-economic climate and other external factors, puts further pressure on management judgments used to develop forward-looking financial guidance and other prospective financial information; (xxvii) expectations related to GAAP and non-GAAP financial results for the first quarter and full Fiscal Year 2022, including net revenues, adjusted EBITDA, tax rates, intangibles amortization, diluted weighted average shares outstanding and diluted EPS; (xxviii) our beliefs regarding the UC&C market, market dynamics and opportunities, and customer and partner behavior as well as our position in the market, including risks associated with the potential failure of our UC&C solutions to be adopted with the breadth and speed we anticipate; (xxix) uncertainties attributable to currency fluctuations, including fluctuations in foreign exchange rates and/or "will,"new or variationsgreater tariffs on our products; (xxx) our belief that the increased adoption of such wordscertain technologies and similar expressionsour open architecture approach has and will continue to increase demand for our solutions; (xxxi) expectations related to the micro and macro-economic conditions in our domestic and international markets and their impact on our future business; (xxxii) our forecast and estimates with respect to tax matters, including expectations with respect to utilizing our deferred tax assets; and (xxxiii) our expectations regarding pending and potential future litigation, in addition to other matters discussed in this Annual Report on Form 10-K that are not purely historical data. Such forward-looking statements are based on current expectations and entail variousassumptions and are subject to risks and uncertainties.  Ouruncertainties that may cause actual results couldto differ materially from those anticipated inthe forward-looking statements. Factors that could cause actual results and events to differ materially from such forward-looking statements as a result of a number of factors, including,are included, but not limited to, the factorsthose discussed in the subsection entitled "Risk Factors" in Item 1APart I, "Item 1A. Risk Factors" of this Form 10-K.  ThisAnnual Report on Form 10-K should be read in conjunctionand other documents we have filed with these risk factors.the SEC. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. 


ITEM 1.  BUSINESS
COMPANY BACKGROUND
 
Plantronics, Inc. (“Plantronics,” “Company,” “we,” “our,” or “us”)Poly is a leading global designer, manufacturer,communications technology company that designs, manufactures, and marketer of lightweightmarkets integrated communications headsets, telephone headset systems, other communication endpoints, and accessoriescollaboration solutions for the businessprofessionals. We offer premium audio and consumer markets under the Plantronicsbrand.  We operate our business as one segment.video products designed to work in an era where work is no longer a place and enterprise work forces are increasingly distributed. Our products and services are designed and engineered to connect people with high fidelity and incredible clarity. They are professional-grade, easy to use, and work seamlessly with major video- and audio-conferencing platforms.


Our headsets are communications tools providing a hands-free connection to communication or entertainment devices, while also allowing freedom of movement for our users.  We use a variety of technologies to develop high quality products that meet the needs of our customers, whether for communications or personal entertainment.  Our headsets are widely used for applications such as Unified Communications (“UC”), in contact centers, in the office and in the home, with mobile devices and Internet telephony, for gaming, and for other specialty applications.  Our major product categories are Headsets, Video, Voice, and Services. Headsets include Enterprise, whichwired and wireless communication headsets; Voice includes corded and cordless communication headsets, audio processors, and telephone systems; and Consumer, which includes Bluetooth and corded products for mobile device applications, personal computeropen Session Initiation Protocol ("PC"SIP") and gaming headsets,native ecosystem desktop phones, as well as conference room phones; Video includes conferencing solutions and specialty products marketedperipherals, such as cameras, speakers, and microphones.All of our solutions are designed to integrate seamlessly with the platform and services of our customers’ choice in a wide range of Unified Communications & Collaboration (“UC&C”), Unified Communication as a Service (“UCaaS”), and Video as a Service (“VaaS”) environments.

Additionally, our cloud management and analytics software enables Information Technology ("IT") administrators to configure and update firmware, monitor device usage, troubleshoot, and gain a deep understanding of user behavior. We offer a broad portfolio of services including video interoperability, support for hearing impaired individuals (through our Clarity brand). solutions and hardware devices, as well as professional, hosted, and managed services that are grounded in our deep expertise aimed at helping our customers achieve their goals for collaboration.


We shipsell our products to approximately 80 countries through a well-developed global network of distributors retailers, wireless carriers, original equipment manufacturers (“OEMs”), and telephonychannel partners, including value-added resellers, integrators, direct marketing resellers, and other service providers.providers, as well as through both traditional and online retailers,
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office supply distributors, and e-commerce channels. We have well-developedwell-established distribution channels in North America,the Americas, Europe, Middle East, Africa, and in some parts of the Asia Pacific, region where use of our products is widespread.  Our distribution channels in other geographic regions are less mature, and while we primarily serve the Enterprise markets in those regions, we continue to expand into mobile, gaming and computer audio, and specialty telephone categories in those regions and other international locations.  While not always the case, revenues from our Consumer category are typically seasonal, with the December quarter (our third fiscal quarter) typically being the strongest.


PlantronicsThe Company was originally founded and incorporated as Plantronics in 1961 and most recently became a public company in 1994. PlantronicsIn March 2019, the Company changed the name under which it markets itself to Poly. The Company is incorporated in the State of Delaware and is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "PLT"."PLT." On May 13, 2021, the Company issued a press release announcing a change in our symbol on the NYSE to "POLY" effective at the open of market trading on May 24, 2021.

Our principal executive offices areoffice is located at 345 Encinal Street, Santa Cruz, California, 95060.California. Our telephone number is (831) 426-5858.420-3002.  Our Company website is www.plantronics.com.  www.poly.com.


In the Investor Relations section of our website, we provide access free of charge, directly or through a link on our website, shortly after they are electronically filed with or furnished to the Securities and Exchange Commission,access to the following filings: our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. This access is provided directly or through a link on our website shortly after these documents are electronically filed with, or furnished to, the Securities and Exchange Commission. In addition, documents regarding our corporate governance, code of conduct, and the charters of the standing committees of our Board of Directors are also accessible in the Investor Relations section of our website.



On July 2, 2018, the Company completed the acquisition of all the issued and outstanding shares of capital stock of Polycom, Inc. ("Polycom") for approximately $2.2 billion in cash and stock consideration (the "Acquisition"). Our consolidated financial results for Fiscal Year 2019 include the financial results of Polycom from July 2, 2018 onward. For more information regarding the Acquisition, refer to Note 4, Acquisition, of the accompanying Notes to the Consolidated Financial Statements included within “Part II. Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

MARKET INFORMATION

General Industry Background
 
PlantronicsPoly operates predominantly in the electronicsunified communications industry and focuses on the design, manufacture, and distribution of headsets, for businessvoice, video, and consumer applications,content sharing solutions, as well as a comprehensive line of support and other specialty products for the hearing impaired.service solutions to ensure customer success. We develop enhanced communication products forto work wherever and however work happens: offices, and contact centers, and remote work environments, connecting to tools such as open SIP desktop phones, PCs, Macs, and a variety of mobile devices, cordless phones, and computers and gaming consoles.devices. We offer our products and services under two brands – the plt-20210403_g2.jpg,Plantronics and Clarity.Polycom brands.


We believe the end market for professional-grade communications equipment is no longer “home” or “office.” It is “anywhere” and “everywhere,” as the digital transformation of the enterprise continues, creating a corresponding increase in the volume and sophistication of communications requirements, especially high-quality video and audio. Existing trends toward remote and hybrid work and the increasing adoption of video communications have dramatically accelerated, and the number of communications usage scenarios and product needs have permanently multiplied:
The proliferationCOVID-19 pandemic has served as a critical catalyst to change working habits, worldwide, and acted as a massive accelerant to the digital transformation already reshaping the working world.
We believe this shift will be permanent. Gartner research estimates that “by 2024, remote workers will represent 30% of voiceall employees worldwide… to number nearly 600 million.” Similarly, Frost & Sullivan analysis suggests post-pandemic, the number of remote workers will be six times greater, creating a massive demand for meeting technologies.
The importance of durable solutions offering high-fidelity connectivity that is easy to use, works anywhere and everywhere, and is compatible with multiple communications platforms, is paramount to our customers.
Looking ahead, the expansion of both communications applications across much(e.g., telehealth, government and civil services, education, professional and financial services) and the capabilities of people's daily lives make communications headsetsthe infrastructure supporting these applications (e.g., 5G network deployments, cloud computing, collaboration software) creates a key driver of efficiency, ergonomic comfort,structural tailwind we believe will create conditions for long-term, sustainable, and safetydurable demand growth for our users.products.
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Additionally, the shift to hybrid work models is accelerating the transition of enterprise customers from on-premises to cloud-based call control platforms, which represents a significant market opportunity for Poly.
Our strategy is to offer best-in-class communications gear to meet the needs of customers ranging from the largest companies and governments in the world to individual professionals. Recent product launches and our product roadmap reflect this, as does our marketing and distribution strategy. We believe we are uniquely positioned as the UC&C ecosystem partner of choice through our strategic partnerships, support of open standards, innovative technology, multiple delivery modes, and customer-centric go-to-market capabilities, while at the same time we are establishing the distribution channels necessary to engage customers at the individual level.

We leverage state-of-the-art technologies in our solutions that can be easily used in conjunction with our strategic partners’ tools and common communication platforms in both personal and enterprise settings. The increased adoption of new and existing technologies such as UC&C, Bluetooth, Voice over Internet Protocol ("VoIP"(“VoIP”), Digital Signal Processing ("DSP"(“DSP”), and Digital Enhanced Cordless Telecommunications (“DECT™”DECT”), and Video-as-a-Service (“VaaS”), each of which is described below, has contributed to increased demand for our headsets and audio solutions:

UC&C is the integration of voice, data, chat, and video-based communications systems enhanced with software applications and IPInternet Protocol (IP) networks. It may include the integrationincludes more traditional unified communications consisting of devices and media associated with a variety of business workflows and applications, includingon-premise IP telephony, such as e-mail, instant messaging, presence information, audio and video conferencing, and unified messaging.messaging; and more modern team collaboration consisting of cloud-based persistent chat and team workspaces, integrated UC and application integrations; as well as browser-based online meetings consisting of integrated audio, video, and web conferencing. UC&C seeks to provide seamless connectivity and user experience for enterprise workers regardless of their location and environment, improving overall business efficiency and providing more effective collaboration among an increasingly distributed workforce.

Bluetoothwireless technology is a short-range communications protocol intended to replace the cables connecting portable and/orand fixed devices while maintaining high levels of security. The key features of Bluetooth technology are ubiquity, low power, and low cost. The Bluetooth specification defines a uniform structure for a wide range of devices to connect and communicate with each other. Bluetooth standard has achieved global acceptance such that any Bluetooth enabled device, almost anywhere in the world, can connect to other Bluetooth enabled devices in proximity.

VoIPis a technology that allows a person to communicate using a broadband Internetinternet connection instead of a regular (or analog) telephone line. VoIP converts the voice signal into a digital signal that travels over the Internetinternet or other packet-switched networks and then converts it back at the other end so that the caller can speak to anyone with another VoIP connection or a regular (or analog) phone line.

DSPis a technology that delivers acoustic protection and optimal sound quality through noise reduction, echo cancellation, and other algorithms towhich improve both transmit and receivetransmission quality.

DECTis a wireless communications technology that optimizes audio quality, lowers interference with other wireless devices, and is digitally encryptedencrypts communication for heightened call security.

VaaS is the delivery of multiparty, or point-to-point, videoconferencing capabilities over an IP network by a managed service provider.
Solutions
Competitive Strengths
UC solutions continue to represent our primary focus area. Our portfolio of solutions, which combines hardware with highly innovative sensor technology and software functionality, provides the ability to reach people using the mode of communication that is most effective, on the device that is most convenient, and with control over when and how they can be reached. For example, the advanced sensor technology in our UC solutions can detect a user's presence, including proximity to the user's PC and whether the headset is being worn, and can share this information with others to make them aware of the user's presence and availability. Using this same technology, our solutions can automatically pause audio applications during an incoming call, change the default audio selection to the user's headset, and then answer the call; all of this is achieved without manual intervention. Finally, our solutions allow users to transition calls seamlessly between PCs, smartphones, tablets, and desk phones, without interruption in the conversation or loss in audio quality. We believe we are early inhave a clear understanding of the UC solutions market adoption cyclefuture of business communications, and we have positioned our company to serve that UC systemsfuture: the entirety of our offering, from hardware to software and services, is engineered to meet the communications demands that every enterprise, around the world, will become more commonly adopted by enterprises to reduce costs and improve collaboration.have. We believe the combination of our products and services create the conditions necessary for us to be successful:
Increasingly distributed, flexible, and digital work forces need competitively-priced, well-designed, professional-grade communications equipment. Poly has expanded our product offering to address the hybrid worker outfitting a remote workplace, to offer a complete set of solutions will be an important part– headsets, voice, and video – as evidenced by our recent launch of the UC environment through the offeringall-new “Studio P Series” line of contextual intelligence.personal video conferencing gear.


Our products enhance communicationsdirectly address “hardware-for-anywhere” demand, offering equipment that can be set up and used easily by providinganyone, in home offices or remote workplaces, without consuming time from IT departments. And our tools are
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platform agnostic. Our customers don’t “fear the following benefits:link” in their calendar, because our equipment works seamlessly across multiple platforms, and delivers professional results every time.

Sensor technologyThe breadth and width of our product portfolio makes us a one-stop outfitter for our customers and our products are sophisticated, with innovative technologies to improve all aspects of collaborative communications: our webcams include finely-tuned optics for brilliant colors and incredible clarity regardless of environment, our audio products feature technologies that allows calls to be answered automatically when the user attaches the headset, switches the audio from the headset to the mobile device when the user removes the headset and, with some softphone applications, updates the user's presence

Smarter Working capability through seamless communications and high quality audio across a mobile device, desk phone, and PC, thereby allowing users to communicate more flexibly from a wide array of physical locations and be more productive when away from a traditional office environment
A convenient means for connecting between various applications and voice networks, whether between land lines and mobile devices, or between PC-based communications and other networks

Better sound quality that provides clearer conversations on both ends of a call through a variety of features and technologies, including noise-canceling microphones, DSP, HD Voice, acoustic fencing and more, and we offer a line of fully integrated devices (such as our Studio P21 monitor that connects to any device with a single USB cable to provide professional-grade audio, video, and lighting).

Wireless freedom, allowing peopleOur products are supported. Poly is one of the few vendors with a complete portfolio of products and usage scenarios that are themselves supported by a comprehensive service organization to takemeet the needs of the most demanding and make calls as they move freely without cords or cables around their office or home, or easily from publiclargest governments and enterprise customers. Dependable and reliable communications equipment is critical to private space when privacy is required

Multi-tasking benefits that allow people to use computersany and mobile devices, including smartphones or other devices, while talking hands-free

UC integration of telephony, mobile technologies, cloud-based communications,every enterprise, and PC applications, and by providing greater privacy than traditional speakerphones

Generating analytics related to headset usage, communications quality and other similar data our customers desire

Compliance with hands-free legislation and enhanced roadway safety by allowing users to have both hands free to drive while talking on a mobile phone

Voice command and control that allow people to take advantage of voice dialing and/or other voice-based features to make communications and the human/electronic interface more natural and convenient

we provide enterprise-grade support.
Product Categories

Segment
Our productsaudio and video solutions are designed to meet the needs of individuals in home offices (ranging from enterprise(from front-line staff to home offices)executives), contact centers, mobile devicesopen offices workspaces (such as cubicles for knowledge workers and contact centers), meeting rooms (from huddle rooms to boardrooms), mobile workers (using laptops, mobile phones, smartphones, and tablets)tablets in or out of the office), computerback-offices (for management, monitoring and gaming, residential,analytics of our systems), and other specialty applications.  These applications, are increasingly overlapping as work styles and lifestyles change, and people use devices for multiple functions such as communication, music,tele-medicine, tele-education and video entertainment.  remote management.

We serve these markets through our product categories listed below.below:
Enterprise
The Enterprise market comprisesHeadsets - Within our largest revenue stream andHeadsets category, we believe it also represents our largest revenue and profit growth opportunity. We offer a broad range of communicationssolutions, including corded and wireless versions, stereo and mono, with or without active noise cancellation, and connection options such as USB, Bluetooth, and DECT. Our headsets including high-end,are ergonomically designed headsets,to allow users to wear them for many hours without fatigue or discomfort. Certain models have incorporated advanced artificial intelligence and machine learning software to provide features such as acoustic fencing and noise blocking capabilities.
Voice - Our Voice portfolio include open SIP desktop phones, conference phones, and personal speakerphones. Our certified Microsoft Teams, Zoom, and Google desktop phones deliver a native Microsoft Teams, Zoom, or Google experience fully-integrated with each platform’s collaboration features. Our desktop phones provide high fidelity and crystal-clear voice quality to users regardless of location. The Trio line of conference phones is a collaboration hub that has a modular approach to high quality audio, processors,video and telephone systems.content sharing solution for rooms of all sizes. Audio-only versions of the Trio are available in multiple sizes and price points. Trio supports native Zoom, Microsoft Teams and Skype for Business interfaces, as well as connectivity to multiple popular voice and video platforms.
Video - Our end-users consistVideo portfolio consists of enterprise employeesour new Studio P Series, a family of professional-grade personal video tools for remote work, the Studio USB video bar for small room deployments, the Studio X video bars and small office,G7500, which share a common Poly platform and can run native applications, like Zoom, Microsoft Teams, and Google, without the need for an external PC. These video solutions represent a completely refreshed portfolio designed to meet the needs of workers and IT administrators configuring solutions for a variety of applications from the home office to the boardroom. In addition, we continue to sell our RealPresence Group Series solutions, a portfolio of high-performance, integrator-ready video conferencing systems that also power our immersive telepresence video conferencing systems.
For customers that prefer an on-premises video infrastructure solution, our RealPresence Clariti solution offers a powerful collaboration software platform through which customers can create audio, video, and remote workers.  Growthcontent collaboration sessions that can connect with any device from anywhere. The platform also provides best-in-class interoperability that allows any standards-based endpoint to connect into Microsoft Teams without having to replace customer endpoints.
Services Segment
Poly offers a complete suite of services that enables our customers and partners to make modern communications work seamlessly. Our full range of service solutions include professional, managed, and cloud services. Our customers can mix and match to choose the right level of assistance and expertise where and when needed. We provide these services directly, as well as through our channel partners globally. Poly’s services solutions are in this category comes from the following three main factors:critical path of a customer’s business process and success and help us to create a platform for stronger customer relationships. Our services solutions help our customers achieve

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Increasing deploymenttheir business goals, maximize their use of UCcommunications and collaboration solutions
Robust job market
Growing awareness of the benefits of using headsets, including the benefits of wireless solutions

The contact center category is the most mature in which we participate, and we expect this category to grow slowly over the long-term.  Contact centers have begun to adopt UC to help improveenable employee productivity, and reduce costs.  We expect this trend to continue. We develop audio endpoints tailored specifically to UC, and as UC adoption continues to increase, we expect to continue to lead in new product performance by creating solutions that combine hardware and software for an improveddeliver a differentiated customer experience.
Support Services - In order to keep UC&C solutions operating continuously, Poly provides maintenance services that include technical assistance center support, software upgrades and updates, parts exchange, on-site assistance, and direct access to engineers for real-time resolution. We also offer an online support portal for customers and a support community where customers can share information and access support 24 hours a day.

Professional Services - Poly’s full suite of professional services enables customers to effectively plan, deploy, and optimize their communications solutions in a UC&C environment. With Poly’s offerings, we and our channel partners help customers each step of the way to accelerate deployments and adoption of UC&C to transform their businesses.
ConsumerManaged Services - Our managed services help customers maximize their collaboration investments. Working directly with customers or with our partners to jointly deliver services, our offerings allow customers to outsource day-to-day technology management responsibilities to our team of experts who can provide outsourced turn-key solutions as a strategic method to improve operations and accelerate a return on technology investments.
We believe the mobile headset category will continueCloud Services - Our cloud services enable IT administrators to grow as individuals use the technology for both communicationsconfigure devices in advance, monitor during usage, troubleshoot, and entertainment. The use of headsets designed for mobile devices represents a high volume opportunity andperform quick updates. Poly Lens is our second largest revenue stream.  The usenext generation cloud-based service that combines seamless management and updating tools with powerful insight into how Poly devices are being used to offer greater control and simplicity to IT departments. Poly Lens supports the Poly G7500 and Studio X family of mono headsets typically used with mobilevideo bars, Studio P Series of personal video devices, has experiencedSync family of personal speakerphones, VVX and CCX families of desktop phones, Trio C60 conference phone, as well as a sharp decline over the past year, while the usevariety of stereo Bluetooth technology has increased as individuals wantpopular headsets.
Training Services - On-going training services for those customers and partners who prefer to remain wireless without compromising on stereo sound quality. Our mono and stereo Bluetooth mobile headsets merge technological innovations with style, because we believe that style has become as important as functionality in shaping consumers' purchasing decisions in the wearable technology space.  While growth in the mono mobile headset market has slowed and continues to mature, we believe future growth will be driven primarily by demand for stereo Bluetooth technology.self-manage their deployments.
Gaming and computer audio headsets, whether used for interactive on-line or console gaming, or switching between music and phone calls for multi-functional devices, represent an emerging opportunity for us. As devices providing these users' needs converge, our headsets need to be compatible with PCs, mobile phones, tablets, gaming consoles, and various combinations of these.  We believe our product development roadmaps address the convergence brought about by these needs and we are currently investing in this area to enable future growth.

FOREIGN OPERATIONS
 
In fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 2014, net revenues2019, Total Net Revenues outside the U.S.United States of America (U.S.) accounted for approximately 44%57%, 44%52%, and 42%53%, respectively, of our total net revenues.Total Net Revenues.  Total Net Revenues derived from foreign sales are generally subject to additional risks, such as fluctuations in exchange rates, increased tariffs, the imposition of other trade restrictions or barriers, the impact of adverse global economic conditions, and potential currency restrictions.  In fiscal year 2016, international revenuesFiscal Year 2021, consolidated Total Net Revenues were reducedfavorably impacted by fluctuations in exchange rates resulting in an increase of approximately $27$16.9 million net (net of the effects of hedging, due to unfavorable foreign exchange fluctuations in the other foreign currencies in which we sell.hedging).


We continue to engage in hedging activities to limit our transaction and economic exposures, and to mitigate our exchange rate risks.  We manage our economic exposure by hedging a portion of our anticipated Euro ("EUR") and British Pound Sterling ("GBP") denominated sales and our Mexican Peso ("MXN") denominated expenditures, which together constitute the most significant portion of our currency exposure.  In addition, we manage our balance sheet exposure by hedging EUR and GBP Australian Dollar ("AUD"),denominated Cash, Accounts Receivable, and Canadian Dollar ("CAD") denominated cash, accounts receivable, and accounts payableAccounts Payable balances. Excess foreign currencies not required for local operations are converted into U.S. Dollars ("USD"). While our existing hedges cover a certain amount of exposure for fiscal year 2017,Fiscal Year 2022, long-term strengthening of the USD relative to the currencies of other countries in which we sell may have a material adverse impact on our financial results. In addition, our results may be adversely impacted by future changes in foreign currency exchange rates relative to original hedging contracts, which are generally secured 12 to 24 months prior. See further discussion on our business risks associated with foreign operations under the risk titled, "We are exposed to differences and frequent fluctuations in foreign currency exchange rates, which may adversely affect our revenues, gross profit, and profitability" within Item 1A "Item 1A. Risk Factors" in this Annual Report on Form 10-K.


Further information regarding our foreign operations, as required by Item 101(d) of Regulation S-K, can be found in Note 18, 20, Segment Reporting and Geographic Information, of ourthe accompanying Notes to the Consolidated Financial Statements inincluded within “Part II. Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.


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COMPETITION
 
We compete broadly in the UC&C market, where we have multiple competitors (depending on the product line) on a global basis. These competitors include Avaya Inc., Aver Information, Inc., Cisco Systems, Inc., ClearOne Communications, Inc., GN Netcom, Grandstream Networks, Inc., Huawei Technologies Co. Ltd., LifeSize Inc., Logitech International S.A., Neatframe, Inc., Sennheiser Electric Corp., Snom Technology GmbH, Vidyo, Inc., Yamaha Corporation/Revolabs, Inc., Yealink Network Technology Co. Ltd., ZTE Corporation, and others. In some cases, we also cooperate and partner with these companies in programs and various industry initiatives. The market for our products is very competitive and some of our competitors have greater financial resources than we do, as well as more substantial production, marketing, engineering, and other capabilities to develop, manufacture, market, and sell their products.
OneOur strategy of offering a best-in-class complete portfolio of UC&C Headset, Voice and Video endpoints faces challenges from competitors, who create end-to-end service and endpoint solutions, as well as low cost competitors in specific categories, or other industry players, who are potentially able to develop unique technology or compete in a specific geography.

Some of our primary competitors is GN Netcom, a subsidiary of GN Store Nord A/S., a Danish telecommunications conglomeratepartners resell our maintenance and support services, while others sell their own branded services. To the extent that competeschannel partners sell their own services, these partners compete with us; however, they typically purchase maintenance contracts from us to support these services. As we expand our professional services offering, we may compete more directly with partners in the office, contact center, and mobile categories and, on a limited scale, in the gaming and computer audio categories.  In addition, Motorola, Samsung, and LG are significant competitors in the consumer mono Bluetooth headset category. Sennheiser Communications, VXI, and regional companies are competitors in the computer, office, and contact center categories, while Beats, Skullcandy, and LG are competitors in the stereo Bluetooth headset category.  In addition, Turtle Beach, Skullcandy, and Razer are competitors in the gaming category.future.



We believe the principal factors to be successful and competitive in each of the markets we serve are as follows:


Understanding of emerging trends and new communication technologies, such as UC&C and VaaS, and our ability to react quickly to the opportunities they provide
Reliable supply chain to meet peak demands
Alliances and integration/compatibility with major UC&C vendors
Ability to design, manufacture, and sell products that deliver on performance, style, ease-of-use, comfort, features, sound quality, interoperability, simplicity, price, and reliability
Ability to create and monetize software solutions that provide management and analytics and allow business to improve IT and employee performance through insights derived from our analytics
Brand name recognition and reputation
Superior global customer service, support, and warranty terms
EffectiveGlobal reach, including effective and efficient global distribution channels
Global reach


We believe that our products and strategy enable us to compete effectively based on these factors.


RESEARCH AND DEVELOPMENT
 
The success of our new product introductionsproducts is dependent on a number ofseveral factors, including appropriate new product selection,identifying and designing products that meet anticipated market demand before it has developed and as it matures, timely completiondevelopment, and introduction of these products, cost-effective manufacturing, quality and durability, acceptance of new technologies, and general market acceptance.acceptance of the products we develop.  See further discussion regarding our business risks associated with our manufacturersresearch and development under the risk titled, "Our business will be materially adversely affected if we are unable to develop, manufacture,We face risks associated with developing and marketmarketing our products, including new products in response to changing customer requirementsproduct development and new technologies" product lines" within Item 1A "Item 1A. Risk Factors" in this Annual Report on Form 10-K.


During fiscal years 2016, 2015, and 2014, we incurred approximately $90.4 million, $91.6 million, and $84.8 million, respectively, in research, development, and engineering expenses.  Historically, we have conductedWe conduct most of our research, development, and engineering with an in-house staff and thea limited use of contractors.  Key locations for our research, development, and engineering staff are in the U.S., Mexico, China, the Netherlands, and the United Kingdom. 


During fiscal year 2016,Fiscal Year 2021, we developed and introduced innovative products that enabled us to better address changing customer demands and emerging market trends.  Our goal is to bring the right products to customers at the right time, and haveutilizing best-in-class development processes.
 
In fiscal year 2017, we will continue to focus our core research and development efforts on UC, which will require incremental investments in firmware and software engineering to enhance the broad compatibility of our products with the enterprise systems into which they will be deployed and to develop value-added software applications for business users.  In addition, in fiscal year 2017 we are launching new peripheral "as-a-service" offerings which we anticipate will complement our existing suite of product offerings as we move toward a hybrid business model of hardware, software, and services.

The products we are developingdevelop require significant technological knowledge and speedthe ability to market. Separately or together, thisrapidly develop the products in intensely competitive and transforming markets. We believe our extensive technological knowledge and ourportfolio of intellectual property gives us a competitive advantage. We furthermore continually strive to improve the efficiency of our development processes through, among other things, strategic architecting, common platforms, and increased use of software and test tools.


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SALES AND DISTRIBUTION
 
We maintain a worldwide sales force to provide ongoing global customer support and service globally.service.  To support our partners in the enterprise market and their customers' needs, we have a well-established, multi-leveltwo-tiered distribution network in North America, Europe, and in some parts of the Asia Pacific region where use of our products is widespread. Our distribution channels in other regions are less mature, and while we primarily serve the Enterprise market in those regions, we are expanding into the Consumer market in those locations.networks.


Our global channel network includes enterprise distributors, direct and indirect resellers, retailers, network and systems integrators, service providers, wireless carriers, and mass merchants.  

Our distributors, direct and indirect resellers, system integrators, managed service providers, e-commerce partners, telephony and computer equipment providers resell our commercial sales channel includes technologyheadsets, voice, and electronics distributors,video endpoint products and nationalrelated solutions and regional resellers.  The resellers typically offerservices. As we evolve into new markets and product categories, we expect to build relationships in new distribution and marketing models.

In addition, we have built a wide varietystrong foundation of products from multiple vendorsalliance partners, which allow existing and future distribution and reseller partners to bothsell into Microsoft, Zoom, Google, and other resellers and end users.service provider environments. Our commercial distribution channel generally maintains an inventory of our products.  Our distribution of specialty products includes distributors, retail, government programs, customer service, hospitality and health carehealthcare professionals.
Our retail channel consists of both traditional and online consumer electronics retailers, consumer product retailers, office supply distributors, wireless carriers, catalog and mail order companies, and mass merchants.  Our Poly branded headsets are sold through retailers to corporate customers, small businesses, and to individuals who use them for a variety of personal and professional purposes. Revenues from this channel are seasonal, with our third fiscal quarter typically being the strongest quarter due to holiday seasonality. 


We have a diverse group of customers located throughout the world.  Our principal channel partners are distributors, retailers, and carriers.  Our commercial distributors and retailers represent our first and second largest sales channels in terms of net revenues,Total Net Revenues, respectively. No customerTwo customers, Ingram Micro Group and ScanSource, accounted for more than 10%19.3% and 19.0%, respectively, of our consolidated net revenuesTotal Net Revenues in fiscal years 2016, 2015, Fiscal Year 2021. Two customers, ScanSource and Ingram Micro Group, accounted for 19.8% and 17.3%, respectively, of Total Net Revenues in Fiscal Year 2020. Two customers, ScanSource and Ingram Micro Group, accounted for 2014.16.0% and 11.4%, respectively, of Total Net Revenues in Fiscal Year 2019. 


Our distributors, resellers, system integrators, e-commerce partners, telephony and computer equipment providers resell our commercial headsets and end point products. Wireless carriers, retailers, and e-commerce partners also sell our consumer headsets as Plantronics-branded products and in some cases, in their private label packaging. Carriers purchase headset products from us for use by their own agents and in some cases, also offer headsets to their customers.

We also make direct sales as a General Services Administration (“GSA”) contractor to certain government agencies in the U.S. These sales did not comprise a significant portionSome of our net revenues in fiscal years 2016, 2015, or 2014. In addition, certain distributors are authorized resellers under a GSA schedule price list and sell our products to government customers pursuant to that agreement.  

We have also established strong UC alliances with leading providers of UC software solutions, and these alliances enhance the sales and distribution of our products to large enterprises deploying UC solutions. In some cases, these partners also resell our solutions to customers as part of a broader communications solution.

Our products may also be purchased directly from our website at www.plantronics.comwww.poly.com.


We continue to evaluate our logistics processes and implement new strategies to further reduce our transportation costs and improve lead-times to customers. Currently, we have distribution centers in the following locations:


Tijuana, Mexico, which provides logistics services for products destined forshipped to customers in the U.S., Canada, Asia Pacific, Middle East, and Latin America regions

Laem Chabang, Thailand, which provides logistics services for products shipped to customers in the Asia Pacific region, excluding Mainland China

Prague, Czech Republic, which provides logistics services for products shipped to customers in ourthe Europe, Africa and AfricaMiddle East regions

Suzhou, China, which provides logistics services for products shipped to customers in Mainland China
Melbourne, Australia, which provides logistics services for products shipped to the retail channel in Australia and New Zealand
Sao Paulo, Brazil,San Diego, United States, which provides logistics services for products shipped to customers in Brazilthe Americas region
Tokyo, Japan, which provides logistics services for products shipped to customers in Japan


With respect to the above locations, we use third party warehouses inThailand and the Czech Republic Australia, Brazil, and Japan.are third-party distribution centers. We operate warehouse facilitiesthe distribution centers in Mexico, China and China.the U.S.


BACKLOG
 
Our backlog of unfilled orders was $23.4 million and $24.3 million at March 31, 2016 and 2015, respectively.  We include all purchase orders scheduled for future delivery in backlog.  We have a “book and ship” business model whereby we fulfill the majority of orders within 48 hours of receipt of the order. As a result, our net revenues in any fiscal year depend primarily on orders booked and shipped in that year. In addition, our backlog is occasionally subject to cancellation or rescheduling by the customer on short notice with little or no penalty.  Therefore, there is a lack of meaningful correlation between backlog at the end of a fiscal year and the following fiscal year's net revenues. Similarly, there is a lack of meaningful correlation between year-over-year changes in backlog as compared with year-over-year changes in net revenues. As a result, we do not believe that backlog information is not material to an understanding our overall business or estimating future performance and results due to the fact that sales of our overall business.products typically have relatively short lead-times. As a result of the COVID-19 pandemic and global shelter-in-place orders creating a surge in the number of individuals working from home or from remote locations, we experienced an increase in demand and backlog. However, the backlog of unfulfilled orders is subject to rescheduling and may be subject to cancellation, especially as we manage through supply-chain constraints, including shortages in key components, such as semiconductor chips, and COVID-19.
 
MANUFACTURING AND SOURCES OF MATERIALS
 
Our manufacturing operations consist primarily of assembly and testing, both of which are performed inPoly relies on our manufacturing facility in Tijuana, Mexico.  Mexico and various original design and contract manufacturers in Asia to meet our manufacturing needs.
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We outsourcesource components for our products primarily from suppliers in Asia, Mexico, and the manufacturingU.S., including semiconductor chips, electrical and mechanical components, and sub-assemblies. For most of our Bluetoothhardware products, to third party manufacturers in China. We also outsource the manufacturingwe have existing alternate or dual sources of a limited numbersupply or such sources are readily available. However, we do depend on sole sources for certain of our other productshardware products.

The combination of our manufacturing and distribution capabilities enables Poly to third parties, typically in Chinaoptimize labor and other countries in Asia.  material costs, adapt to changing trade and tax considerations, strengthen the resilience of our supply chain, and enhance our ability to respond to customer needs.

For a further discussion of the business risks associated with our manufacturersmanufacturing and sources of materials see the risk titled, We have significant foreign manufacturing operations and rely on third party manufacturers located outsideDisruptions in our supply chain, including the U.S., and a significant amountinability of our revenues are generated internationally,own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, subjectsin turn, has and may continue to adversely impact our growth, business, to risksreputation and financial condition within "Item 1A. Risk Factors" and "Part II. Item 7. Management's Discussion and Analysis of international operations” within Item 1A Risk FactorsFinancial Condition and Results of Operations" in this Annual Report on Form 10-K.



INTELLECTUAL PROPERTY
We purchase the componentsobtain patent protection for our products primarily from supplierstechnologies when we believe it is commercially appropriate.  As of April 3, 2021, we had over 1,900 worldwide utility and design patents in Asia, Mexico,force, expiring between calendar years 2021 and 2046.

We intend to continue seeking patents on our inventions when commercially appropriate. Our success will depend in part on our ability to obtain patents and preserve other intellectual property rights covering the U.S.,design and Europe, including proprietary semi-custom integrated circuits, amplifier boards,operation of our products.  We own trademark registrations in the U.S. and other electrical components.  The majority of the components and sub-assemblies used in our manufacturing operations are obtained, or are reasonably available, from dual-source suppliers, although we do have a number of sole-source suppliers.

We procure materials to meet forecasted customer requirements.  Specialother countries, as well as the names of many of our products and product features.  We currently have pending U.S. and foreign trademark applications in connection with our Poly brand name and certain large ordersnew products and product features, and we may seek copyright protection when and where we believe appropriate.  We also own a number of domain name registrations and intend to seek more, as appropriate.  We furthermore attempt to protect our trade secrets and other proprietary information through comprehensive security measures, including agreements with our employees, consultants, customers, and suppliers. See further discussion of our business risks associated with intellectual property under the risks titled "Our intellectual property rights could be infringed on by others" and "Patents, copyrights, trademarks, and trade secrets are quoted for delivery after receipt of orders at specific lead times.  We maintain minimum levels of finished goodsowned by third parties that may make claims or commence litigation based on estimated market demand, in addition to inventoriesallegations of raw materials, work in process, sub-assemblies, and components.  In addition, a substantial portioninfringement or other violations of the raw materials, components, and sub-assemblies used in our products are provided by our suppliers on a consignment basis.  Refer to “Off Balance Sheet Arrangements”,intellectual property rights" within Item 7 Management's Discussion and Analysis,"Item 1A. Risk Factors" in this Annual Report on Form 10-K10-K.

GOVERNMENTAL REGULATIONS

As a public company with global operations, we are subject to various federal, state, local, and foreign laws and regulations that involve matters central to our business. These laws and regulations, which may differ among jurisdictions, include, among others, those related to financial and other disclosures, accounting standards, privacy and data protection, intellectual property, corporate governance, tax, government contracting, trade, antitrust, employment, immigration and travel, import/export, anti-corruption, consumer protection, national security, and environmental regulatory compliance. Many of these laws and regulations are still evolving and could be interpreted or applied in ways that could limit our business or require us to make certain fundamental and potentially detrimental changes to the products and services we offer. For example, the introduction of new products or services in our existing markets and the expansion of our business to other countries may subject us to additional laws and regulations, among others, resulting from the need to obtain additional licenses and approvals to conduct our businesses as envisioned. The processes by which regulatory approvals are obtained from the U.S. and foreign regulatory authorities to market and sell our products are complex, and may require a number of years, depending upon the type, complexity, and novelty of the product candidate, and involve the expenditure of substantial resources for research, development, and testing. Additionally, from time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various federal and state governmental agencies. Expenditures relating to such regulations are made in the normal course of our business and are neither material nor place us at any competitive disadvantage. We do not currently expect that compliance with such laws will require us to make material additional detailsexpenditures, however, there is no assurance that existing or future laws and regulations applicable to our operations, products, and services will not have a material adverse effect on our business.

We are subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations
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generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Violations of the Foreign Corrupt Practices Act or other anti-corruption laws or export control, customs, or economic sanctions laws may result in severe criminal or civil sanctions and penalties.

We also are subject to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act intended to improve transparency and accountability concerning the supply of certain minerals originating from the conflict zones of the Democratic Republic of the Congo or adjoining countries. We incur costs to comply with the disclosure requirements of this law and other costs relating to the sourcing and availability of minerals used in our products.

We are also subject to laws and regulations governing data privacy in the U.S. and other jurisdictions, such as the General Data Protection Regulation (“GDPR”) in the European Union. Our customers can use certain of our product offerings that provide product management and analytics, such as Poly Lens, that collect, use, and store certain personally identifiable information (“PII”) regarding consigned inventories.a variety of individuals in connection with their operations. National, state, and local governments and agencies in the countries in which we or our customers operate have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, transfer, processing, protection, and disclosure of PII obtained from individuals. Privacy and data protection laws are particularly stringent, and the costs of compliance with and other burdens imposed by such laws, regulations, and standards, or any alleged or actual violation, may limit the use and adoption of our products and services. Further, complying with privacy laws, regulations, and other obligations relating to privacy, data protection, and information security have caused and will continue to cause us to incur substantial operational costs and may require us to periodically modify our data handling practices. Moreover, compliance may impact demand for our offerings and force us to bear the burden of more onerous obligations in our contracts. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise impact our business, financial condition, and operating results.

Our operations also are subject to numerous stringent and complex laws and regulations governing health and safety aspects of our operations, or otherwise relating to human health and environmental protection. In addition to environmental and worker safety regulations, we are subject to regulation by numerous other governmental regulatory agencies, including the U.S. Department of Labor and other state, local, and international bodies regulating worker rights and labor conditions. In addition, we are subject to certain requirements to contribute to retirement funds or other benefit plans and laws in some jurisdictions in which we operate restrict our ability to dismiss employees. Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements, and the imposition of injunctions to prohibit certain activities or force future compliance.

Also, we are subject to a variety of laws and regulations relating to import and export controls. Regulations limiting or banning sales from or into certain countries, including China, or to certain companies, have impacted our ability to transact business. These laws and regulations are complex and may change or develop over time, sometimes with limited notice. We write-down inventory items determinedmay incur significant expenditures in future periods related to compliance, which could restrict our business operations. For example, we are subject to the regulations of the U.S. and certain other jurisdictions in selling or shipping our products and technology outside the U.S. and to foreign nationals, including tariffs, trade protection measures, import or export licensing requirements, sanctions, and other trade barriers, such as U.S. Export Administration regulations and “Entity List” restrictions imposed by the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce. In this regard, the U.S. government recently imposed significant new tariffs on China related to the importation of certain product categories following the U.S. Trade Representative’s Section 301 investigation. In addition, effective June 29, 2020, BIS tightened export controls with respect to goods, software, and technology, including increasing the licensing requirements and due diligence expectations that apply to trade with, China, Russia, and Venezuela, when “military end users” or “military end uses” are involved. This rule expands the scope of the licensing requirement by redefining “military end use” more broadly and by increasing the number of products subject to the restriction. In addition, the White House, the Department of Commerce, and other executive branch agencies have implemented additional restrictions and may implement still further restrictions that would affect conducting business with certain Chinese companies. We cannot predict whether these rules and restrictions will be either excessimplemented and acted upon by the Biden administration, or obsoletemodified, overturned, or vacated by legal action. Although we continue to their net realizable value.work with our vendors to mitigate our exposure to current or potential tariffs, there can be no assurance that we will be able to offset any increased costs.


The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. See "Environmental, Social and Governance (ESG) Matters" below for a description of the federal, state, local, and foreign environmental regulations to which we are subject.

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For more information on risks related to the laws and regulations to which we are subject, see the relevant discussions throughout "Item 1A, Risk Factors" of this Annual Report on Form 10-K.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE MATTERS

We are committed to creating the right kind of long-term impact in the world, not just because it matters to our employees, our customers, and our investors, but because it is part of who we are as a company. We know we are part of a larger global community and make decisions as good stewards of the earth, its resources, and its people.

Fiscal Year 2020 was an important year for us as we developed our new Corporate and Social Responsibility ("CSR") strategy, which focuses on the Environmental, Social and Governance (“ESG”) issues that we believe will positively impact our stakeholders and wider society and drive value for our business. The strategy focuses on three key priorities: delivering low carbon solutions, keeping people safe and secure, and being a destination employer. These three pillars are underpinned by strong governance and supported by our deeply-ingrained culture, values, and behaviors.

Environmental and Climate Change

We are subject to various federal, state, local, and foreign environmental laws and regulations, including those regulations that are administered by the Occupational Safety and Health Administration of the U.S. Department of Labor and the U.S. Environmental Protection Agency, and other regulations governing the use, discharge, and disposal of hazardous substances in the ordinary course of our manufacturing process. We believe that our current manufacturing and other operations comply, in all material respects, with applicable environmental laws and regulations. We are required to comply, and we believe we are currently in compliance, with the European Union (“EU”) and other Directives on the Restrictions of the use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and on Waste Electrical and Electronic Equipment (“WEEE”) requirements. Additionally, we believe we are compliant with the RoHS initiatives in China and Korea; however, it is possible that future environmental legislation may be enacted, or current environmental legislation may be interpreted to create an environmental liability with respect to our facilities, operations, or products. Moreover, in the U.S., our products are regulated by California's Proposition 65, which requires that clear and reasonable warnings be given to consumers who are exposed to certain chemicals. See further discussion of our business risks associated with environmental legislation under the risk titled, "We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs"costs" within Item 1A "Item 1A. Risk Factors" of this Annual Report on Form 10-K.


INTELLECTUAL PROPERTYWe also recognize that climate change is a global emergency that requires urgent action and we may be subject to new and future requirements relating to climate change laws and regulations. Our California corporate offices have historically experienced, and are projected to continue to experience, climate-related events including wildfires and air quality impacts, power shut-offs associated with wildfire prevention, drought and water scarcity, and warmer temperatures. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver products and services to our customers and cause us to incur substantial expense.

Our goal is to deliver absolute emissions reductions across Poly, our products, and for our customers. Our new Low Carbon strategy reflects our commitments to measuring, monitoring, and reducing emissions from both our direct (Scopes 1 and 2) and indirect (Scope 3) operations. In Fiscal Year 2020, we made notable progress in understanding our carbon footprint by implementing a new carbon management software system that enables us to collect, understand, and manage our energy use and operational emissions under our direct control. For the first time, we are reporting on our progress and performance in reducing energy use and operational carbon emissions, which has been third-party verified. We will set energy usage and direct operational emissions reduction targets this year, including a target date and plan for reaching net zero greenhouse gas emissions.

We also are committed to sustainable product design and in Fiscal Year 2020 began life-cycle assessments (LCA’s), which include detailed greenhouse gas ("GHG") emissions profiles for each key stage of development on three of our most popular products. We align these assessments to best practice guidelines and standards including PAS 2050:2011, a publicly available specification that provides a recognized method for assessing the life-cycle GHG emissions of products. We use the findings to identify emissions hotspots and improve design where possible.

COVID-19 has been a critical catalyst to changing working habits, and a massive accelerant to the digital transformation already reshaping the working world. It has transformed the way people communicate, dramatically reducing the need for travel in the process. Hundreds of thousands of customers, companies, and institutions around the world use Poly products to come together and collaborate as if they were in the same place. Not only does this save them time and money, but it drastically reduces their impacts on climate change from travel.
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Human Capital Management
 
We maintain a programThe future success of seeking patent protection for our technologies when we believe it is commercially appropriate.  As of March 31, 2016, we had approximately 775 worldwide patents in force, expiring between calendar years 2016 and 2040.

We intend to continue seeking patents on our inventions when commercially appropriate. Our success will depend in partcompany depends on our ability to obtain patentsattract, hire, motivate, retain, and preservefurther develop top talent, including highly-skilled technical, management, sales, and marketing personnel. Competition for such personnel is intense and the salary, benefits, and other intellectual property rights coveringcosts to employ the design and operationright personnel may make it difficult to achieve our financial goals. Consequently, our management team, with the support of our products.  SeeBoard of Directors ("Board"), have increased focus and efforts in this area, including efforts to raise our employees' ambitions and inspire them to do more and go further, discussionstriving to make Poly an inclusive, diverse, accessible, and safe workplace with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits, and health and wellness programs.

As of April 3, 2021, we employed approximately 8,200 people worldwide, including approximately 4,900 employees at our shared services and manufacturing facility in Tijuana, Mexico1. Our employees are based in 39 different countries around the world. Our global work forces consist of diverse, highly skilled talent at all levels. During Fiscal Year 2021, our turnover rate was approximately 21%2.

Inclusion, Diversity, Education and Awareness (IDEA) at Poly

We embrace different cultures and perspectives, believing in respect for all human beings. IDEA at Poly is at the very heart of who we are and what we do. We encourage everyone to speak up and constructively challenge and nurture a culture of sensitive curiosity where diverse perspectives are valued and encouraged.

We nurture a culture of allyship and growth mindset and are united by our collective purpose and common set of organizational values that are core to our mission and culture. To do that, our employees must feel empowered to bring their authentic selves to work. We lead with inclusion and empower everyone to do their best work as their best selves, regardless of their sex, gender identity or expression, race, age, religious creed, national origin, physical or mental disability, ancestry, color, marital status, sexual orientation, military or veteran status, status as a victim of domestic violence, sexual assault or stalking, medical condition, accessibility needs, genetic information, or any other protected class or category recognized by individual countries laws.

Our employee resource groups (PRIDE, Women’s Leadership Group, Accessibility and Inclusion, Veterans, and Parents & Caregivers) are a critical force within Poly. They tell our story through events and experiences, play a key role in our recruitment strategy, drive an inclusive culture, and ensure that diversity is front and center at Poly.

To help us drive change and make sure the initiatives we create resonate across the globe in every country in which we operate, we created our IDEA Council in Fiscal Year 2021. This global team collaborates to learn, create, strategize, and make sure our diversity and inclusion programs hit the mark with our employees around the world. They are our ambassadors for all things inclusion and diversity and are our agents of change.

We monitor our progress. We are setting aspirational goals for our executives and functions around changing their demographics using data to drive change. Poly has an organization-wide focus to improve recruitment and retention of women and ethnic minorities. As of April 3, 2021, Poly had the following attributes:

Female %Minority %
Employees49%33% of U.S. Employees
Executives336%18%

We believe in a purposeful culture and encourage our employees to support their passions in the workplace, including their desire to create a healthier planet. Our CSR committee helps to ensure we are doing our part as a company, and we provide our employees with time off to volunteer for causes that are important to them. As a product company, we design our products with environmental benefits in mind.

Health, Safety, and Wellness

1 Includes all Tijuana, Mexico employees, approximately 4,400 of which are direct labor/manufacturing line workers.
2 Includes voluntary and involuntary terminations, but excludes Tijuana, Mexico direct labor/manufacturing line workers.
3 Executives are employees who report directly to the Chief Executive Officer.
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The health, safety, and wellness of our business risks associatedemployees is a priority in which we continue to invest. These investments and the prioritization of employee health, safety (both physical and psychological), and wellness took on particular significance in Fiscal Year 2021 in light of COVID-19. We provide our employees and their families with our intellectual property underaccess to a variety of innovative, flexible, and convenient health and wellness programs. Program benefits are intended to provide protection and security, so employees can have peace of mind concerning events that may require time away from work or that may impact their financial well-being. Additionally, we provide programs to help support employee physical and mental health by providing tools and resources to help them improve or maintain their health status, encourage engagement in healthy behaviors, and offer choices where possible so they are customized to meet their needs and the risk titled, "Our intellectual property rights could be infringed on by others, andneeds of their families.

In response to the COVID-19 pandemic, we may infringe on the intellectual property rights of others resulting in claims or lawsuits. Even ifimplemented significant changes that we prevail, claims and lawsuits are costly and time consuming to pursue or defend and may divert management's time from our business"within Item 1A Risk Factors of this Form 10-K.
We own trademark registrationsdetermined were in the U.S. and a numberbest interest of other countries with respect to the Plantronics and Clarity trademarks,our employees, as well as the namescommunities in which we operate, in compliance with government regulations. This includes having the vast majority of manyour employees work from home whenever possible, while implementing additional safety measures for employees continuing critical on-site work. A number of employees critical to maintaining our essential engineering, manufacturing, repair, and logistics functions have continued to work from Poly locations globally. To protect and support our essential team members, we have implemented health and safety measures that included maximizing personal workspaces, changing shift schedules, providing personal protective equipment (PPE), and instituting mandatory screening before accessing buildings, including enhanced safety measures in our Tijuana manufacturing facility, which included those measures noted above, as well as on-premises medical staff, private bus transportation to and from the facility, routine temperature screenings, and increased sanitation measures.

Total Rewards

Our team is global, and we offer compelling global incentives to reinforce our performance-driven culture and attract and reward leading talent. We offer global competitive and meaningful total rewards programs that meet the diverse needs of our employees, while also reflecting local market practices.

Our total rewards approach is designed to deliver cash, equity, and benefit programs that are competitive with those offered by leading companies in the technology industry and reflect anticipated local market demands and evolving business needs. Other than the base salary program, all of our cash and equity programs are dependent upon the achievement of individual and company performance. In addition to competitive salaries and bonuses, we grant equity-based compensation to a significant portion of our employees. Equity serves as a key component in attracting, retaining, and motivating our employees. We also provide the opportunity for equity ownership through our employee stock purchase plan.

We provide competitive benefits that include retirement planning, health care, parental leave, flexible paid time off, and appreciation events for employees. In addition, we offer benefits to support our employees’ physical and mental health by providing tools and resources in areas such as digital training programs to help people improve mental wellbeing, flexible fitness platforms for physical activity, and telehealth services. We also offer a support platform for maternity and family benefits and a caregiver solution providing support for families of children with learning, social, or behavioral challenges.

We offer flexible work/life programs that embrace and engage our diverse population. We offer a unique peer to peer recognition program that reinforces our culture, values, and operating principles.

Talent Development

We offer learning and development opportunities that enable our workforce to acquire and expand skills and knowledge and have a meaningful and fulfilling career. To help employees succeed in their current roles, we provide formal training programs and curriculums in addition to on-the-job training. Our learning and development portal provides our employees with valuable resources such as a comprehensive online learning management program with training and development tools on a broad range of topics and skills.

Governance

We are committed to strong governance systems and policies that ensure fair, transparent and efficient business practices. Our Board has tasked its Nominating and Corporate Governance Committee (“NCG”), along with senior leadership, with oversight responsibility for our ESG strategy and related initiatives. The NCG periodically receives updates from management on, and reviews, significant ESG and other corporate social responsibility and sustainability initiatives, policies and practices, and makes recommendations to the Board as appropriate. We also review and seek input from our investment community on their views on sustainability and ESG. The NCG's oversight responsibility also includes reviewing shareholder proposals, if any, received on ESG matters, and providing recommendations to the Board on the Company’s response to such proposals, as well
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as recommendations for processes that would be helpful for the Board in overseeing how the Company manages material ESG issues.

We have adopted a Code of Conduct with annual trainings and provisions related to global ethical behavior and compliance with applicable laws, human rights, sustainability, diversity and inclusion, anti-corruption and anti-bribery regulations, along with enforcement and other dimensions of ethical conduct. We offer our employees and others the opportunity to report violations on an anonymous basis through a third-party hosted hotline, and our Code of Conduct expressly provides for non-retaliation for good faith reporting. We expect Poly employees, officers, directors, and contractors, as well as everyone working on our behalf worldwide, to adhere to these standards.

We also are committed to responsible manufacturing of our products and product features.responsible sourcing of materials. We currentlyrequire our suppliers to share in this commitment and have pending U.S.established the Supplier Code of Conduct, which outlines our expectations of Poly suppliers in conducting business in a legal, ethical, and foreign trademark applications in connection with certain new products and product features and may seek copyright protection where we believe it is applicable.  We own a number of domain name registrations and intend to seek more as appropriate.   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. See further discussion of our business risks associated with intellectual property under the risk titled "responsible manner.

Information About Our intellectual property rights could be infringed on by others, and we may infringe on the intellectual property rights of others resulting in claims or lawsuits. Even if we prevail, claims and lawsuits are costly and time consuming to pursue or defend and may divert management’s time from our business."Executive Officers

EMPLOYEES
On March 31, 2016, we employed approximately 3,398 people worldwide, including approximately 2,326 employees at our manufacturing facility in Tijuana, Mexico.  To our knowledge, no employees are currently covered by collective bargaining agreements.


EXECUTIVE OFFICERS OF THE REGISTRANT


Set forth in the table below is certain information regarding the executive teamofficers of Plantronics:
the Company as of April 3, 2021:
NAMEAGEPOSITION
Ken Kannappan *
David M. Shull
5648President, and Chief Executive Officer and member of the Board of Directors
Joe Burton *Charles D. Boynton5153Executive Vice President, and Chief CommercialFinancial Officer
Pamela Strayer *Lisa Bodensteiner4759Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary
Carl J. Wiese60Executive Vice President, Chief Revenue Officer
Tom Puorro47Executive Vice President, General Manager, Products
Kristine B. Diamond53Senior Vice President, and Chief FinancialAccounting Officer
Alejandro Bustamante60Senior Vice President, Worldwide Operations
Don Houston *
62Senior Vice President, Sales
Marilyn Mersereau62Senior Vice President and Chief Marketing Officer
InaMarie Johnson52Senior Vice President and Chief Human Resources Officer
Jamie van den Bergh60President of Clarity
*    Executive is also considered an Executive Officer as defined under Regulation S-K Item 401(b).

Mr. KannappanShull joined Plantronicsthe Company in 1995September 2020 as Vice President, of Sales and was promoted to various positions prior to being named President and Chief Operating Officer in 1998.  In 1999, he was promoted to Chief Executive Officer and has been a member of our Board of Directors since that date.  Prior to joining Plantronics, Mr. Kannappan served as Senior Vice President of Investment Banking for Kidder, Peabody & Co. Incorporated. Mr. Kannappan currently serves as a member of the Board of Directors of Integrated Device Technology, Inc., a developer of system-level optimization solutions.Directors. Prior to joining the Company, Mr. Kannappan formerlyShull served as a memberPresident and Chief Executive Officer of TiVo Corporation, where he gained significant consumer hardware experience and reinvigorated the image of the Board of Directors at Mattson Technology, Inc. (“Mattson”),TiVo brand through a supplier of advanced process equipment for the semiconductor industry, from 1998 until May 2016 when Mattson was acquired by a private equity firm. Mr. Kannappan also served two terms as Chair of the board at Mattson during his board service. Mr. Kannappan has a Bachelor of Arts degree in Economics from Yale Universitynew corporate narrative and a Mastercutting-edge streaming product. Prior to leading TiVo, he served as Chief Executive Officer of Business Administration from Stanford University.
The Weather Channel. Mr. Burton joined PlantronicsShull brings over 15 years of senior leadership experience in 2011digital media, commercial marketing, operations, and telecommunications. He also brings extensive global experience in operational transformation, complex business partnerships, corporate development and capital markets. Prior to serving as Senior Vice PresidentChief Executive Officer of Engineering and Development and Chief Technology Officer. To reflect added responsibilities, in 2012, Mr. Burton's title was changed to Senior Vice President of Technology, Development & Strategy and Chief Technology Officer. In 2014The Weather Channel, he became Executive Vice President Products, Technology & Strategy and Chief Technology Officer, and in 2015 he becameheld various executive roles at DISH Network/EchoStar for 10 years, including Executive Vice President and Chief Commercial Officer. Prior to joining Plantronics,Officer, Senior Vice President, Programming/Content Acquisition, Senior Vice President and Managing Director, Asia Operations, and Vice President, International. Mr. Burton held various executive management, engineering leadership, strategy,Shull holds an A.B. from Harvard University and architecture-level positions. From 2010 to 2011, an M.B.A. from Oxford University.

Mr. Burton was employed by Polycom, Inc., a global provider of unified communications solutions for telepresence, video, and voice, most recently Boynton joined the Company in 2019as Executive Vice President, Chief StrategyFinancial Officer.  Prior to joining the Company, Mr. Boynton served as Executive Vice President and TechnologyChief Financial Officer of SunPower Corporation, a global energy company and provider of solar power solutions, from March 2012 to May 2018 and continued as an Executive Vice President until July 2018. Mr. Boynton also served as the Chairman and Chief Executive Officer of 8point3 General Partner LLC, the general partner of 8point3 Energy Partners LP, an affiliate of SunPower, from March 2015 to June 2018. He also served as SunPower’s Principal Accounting Officer from October 2016 to March 2018. In March 2012, Mr. Boynton served as SunPower’s Acting Chief Financial Officer and for a period of time,from June 2010 to March 2012 he served as General Manager, Service Provider concurrently with his technology leadership role. From 2001 toSunPower’s Vice President, Finance and Corporate Development, where he drove strategic investments, joint ventures, mergers and acquisitions, field finance and financial planning and analysis. Before joining SunPower in June 2010, Mr. BurtonBoynton was employed bythe Chief Financial Officer for ServiceSource, LLC from April 2008 to June 2010. Earlier in his career, Mr. Boynton held key financial positions at Intelliden, Commerce One, Inc., Kraft Foods, Inc., and Grant Thornton, LLP. Mr. Boynton earned his master’s degree in business administration at the Kellogg School of Management at Northwestern University and holds a Bachelor of Science degree in Accounting from the Kelley School of Business at Indiana University Bloomington.
Ms. Bodensteiner joined the Company in October 2020 as Executive Vice President, Chief Legal Officer, Compliance Officer and Corporate Secretary. Prior to joining the Company, Ms. Bodensteiner was a Principal with MDAC, LLC, a family-owned real estate management and development firm, from June 2016 to October 2020. Ms. Bodensteiner also served as Executive Vice President, General Counsel and Chief Compliance Officer at SunPower Corporation, a global energy company and provider of solar power solutions, from June 2012 to May 2016. Before joining SunPower, Ms. Bodensteiner joined First Solar
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after its purchase of project development assets from OptiSolar Inc. where she was also on the leadership team, from October 2007 to April 2009. At First Solar, she was Vice President, Business Development and General Counsel, Project Development from October 2009 to June 2012. She also served as Executive Vice President, General Counsel, Secretary and Chief Compliance Officer at Calpine Corporation from February 1996 to April 2006. Ms. Bodensteiner holds a Juris Doctor degree from Santa Clara University School of Law and a Bachelor of Science in Business Administration in Accounting from the University of Nevada.

Mr. Wiese joined the Company in January 2020 as Executive Vice President, Chief Revenue Officer. Prior to joining the Company, Mr. Wiese served as the President of Global Sales and Service of Blackberry Limited, a smartphone hardware and service provider, from 2015 until March 2019. While at Blackberry, Mr. Wiese was responsible for leading the company’s enterprise software business. Prior to that, Mr. Wiese held two positions at Cisco Systems, Inc., a global provider of networkingtelecommunications equipment and served in various roles with increasing responsibility includingservices, serving as its Vice President, Advanced Technology Sales, North America from 2002 through 2009, and Chief Technology Officer for Unified Communications andthen as its Senior Vice President SaaS Platform Engineering,World Wide Collaboration Software Group.Sales, from 2011 until 2014. Earlier in his career, Mr. Wiese has also held key positions at Apple, Avaya, Lucent Technologies Inc. and Texas Instruments. He holds a Bachelor of Science degree in Computer Information Systemsbusiness from Excelsior College (formerly Regents College) and attended the Stanford Executive Program.Spears School of Business at Oklahoma State University.

Ms. Strayer joined Plantronics in 2012as Senior Vice President and Chief Financial Officer. She is responsible for all aspects of the Company's financial management, in addition to managing the information technology, legal, and investor relations organizations.  Prior to joining Plantronics, from 2005 to 2012, Ms. Strayer held senior financial management roles at Autodesk, Inc., a world leading software design and services company.  Most recently, Ms. Strayer served as Autodesk's Vice President of Finance, Corporate Controller, and Principal Accounting Officer.  Prior to Autodesk, Ms. Strayer held senior finance positions at Epiphany, Inc., a developer of customer relationship management software and Informix Software, Inc., a developer of database software for computers. She also worked in audit services at KPMG, LLP.  Ms. Strayer holds a bachelor's degree in Business Administration from The Ohio State University and is a California licensed Certified Public Accountant.

Mr. BustamantePuorro joined Plantronics in 1994 as President of Plantronics Mexico. In 2012, Mr. Bustamante was promoted to Senior Vice President of Worldwide Operations and is responsible for leading Plantronics' operations and supply chain across both commercial and retail sectors.  Prior to joining Plantronics, from 1991 to 1994, Mr. Bustamante held several key executive positions in operations management at Matrix Aeronautica, a joint venture between Mexico and Hong Kong, to repair and overhaul commercial aircraft and servedthe Company as Executive Vice President, of Offshore Factories, a shelter operation supporting foreign companies set up manufacturing operationsGeneral Manager Group Systems in Mexico. Mr. Bustamante holds a Bachelor of Science degree from La Salle UniversityDecember 2018 and in Mexico City and a Master of Business Administration from Pepperdine University.


Mr. Houston joined Plantronics in 1996 as Vice President of Sales andMay 2019 was promoted to SeniorExecutive Vice President, of Sales in 1998.   Previously, Mr. Houston served as Vice President of Worldwide Sales for Proxima Corporation, a designer, developer, manufacturer, and marketer of multi-media projection products, held various management positions at Calcomp, Inc., a computer peripherals manufacturer for the CAD and graphic market, and held various sales and marketing management positions with IBM Corporation.  Mr. Houston holds a Bachelor of Science degree in Business/Marketing from the University of Arizona.

Ms. Mersereau joined Plantronics in 2012 as Senior Vice President, Marketing and Chief Marketing Officer.General Manager, Products. Prior to joining Plantronics, Ms. Mersereau served as Chief Marketing Officer and Senior Vice President of C3 Energy LLC, a provider of smart grid analytics SaaS solutions, from 2011 to 2012.  From 2002 to 2011, Ms. Mersereauthe Company, Mr. Puorro served in variousa variety of ever increasing roles of increasing responsibility at Cisco Systems, Inc., a global provider of networking equipment, including Seniorduring two separate periods from 2000 to 2007 and thereafter from September 2009 to December 2018.  During his most recent employment ending in 2018, Mr. Puorro was employed as Vice President and General Manager of Corporate Marketing. Previously, Ms. Mersereau served in various senior marketing rolesUnified Communications Technology Group from October 2014 to December 2018, Senior Director of Engineering from August 2011 to September 2014, and Senior Director, Product Management/Development from October 2009 to July 2011.  Mr. Puorro has also worked at IBMMicrosoft Corporation, Coca-Cola Corporation, The Wendy's Company,a developer of computer software, consumer electronics, personal computers, and Burger King International. Ms. Mersereau holds a Bachelor of Arts degreerelated services from the University of Western Ontario. August 2007 to September 2009.


Ms. JohnsonDiamond joined Plantronicsthe Company in 2015November 2012 as Vice President, Corporate Controller and was promoted to Senior Vice President and Chief Human Resources Officer. In this role, she supports the company's broad business objectives and sets strategic direction for people and culture to drive innovation and growth.Accounting Officer in February 2020. Prior to joining Plantronics,the Company, Ms. Diamond spent over 15 years at Autodesk from 20111997 to 2015, Ms. Johnson2012 in several roles, including Director of Finance Transformation and Assistant Controller. She was employed by UTi Worldwide, a $4 billion non-asset-based supply chain management company with 21,000 employees in 310 offices and 230 logistics centers in 59 countries where she served as Senior Vice President and Chief Human Resources Officer.also the Manager of Internal Audit at Informix from 1996 to 1997. Prior to her employmentthat, Ms. Diamond was at UTi Worldwide, Ms. Johnsonthe public accounting firm of PricewaterhouseCoopers from 1989 to 1996 and last served in various rolesthe position of Assurance Manager. Ms. Diamond earned her Bachelor’s Degree in human resources management at Honeywell InternationalAccounting from 2000 to 2010. Ms. Johnson hasWestern Michigan University in 1989 and a BachelorMasters of Arts degree in Social Sciences, with an emphasis in Human Resource Management,Business Administration from the University of California, at Berkeley andin 2000. She is a Master's degreeCertified Public Accountant registered in Organizational Management from John F. Kennedy University.Michigan.

Mr. van den Bergh joined Plantronics in 2007 as Director of Marketing and was promoted in 2008 to Vice President of Sales and Marketing and in 2015 to President of Clarity, where he oversees all aspects of Clarity's daily operations, product development and sales and marketing activities.  Prior to joining Plantronics, Mr. van den Bergh held Director and Vice President positions at Motorola and Giant International.  Mr. van den Bergh holds a Bachelor degree in Law from the University of Canterbury and a Postgraduate Business Diploma from the University of Bradford.


Executive officers serve at the discretion of the Board of Directors.Board.  There are no family relationships between any of the directors and executive officers of Plantronics.the Company.
 
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ITEM 1A.  RISK FACTORS
Risk Factors Summary
You
The following is a summary of the material risks and uncertainties we have identified, which should carefully considerbe read in conjunction with the followingmore detailed description of each risk factors in connection with any investmentfactor contained below.

1. Risks Related to Operations
• Disruptions in our stock.  Our stock price will reflectsupply chain, including the performanceinability of our own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may continue to adversely impact our growth, business, relativereputation and financial condition.
COVID-19 has had, and may continue to among other things,have, a significant impact on our competition, expectations of securities analysts or investors, and general economic market and industry conditions.  Our business financial condition, and results of operationsoperations.
• We face risks related to our dependence on channel partners and strategic partners to sell our products.
• Failure to adequately service and support our product offerings, or a decline in demand for our service offerings, could harm our results of operations.
Changes in our management may cause uncertainty in, or be materiallydisruptive to, our business. certain of our directors and management team members have been with us in those capacities for only a short time.
Business interruptions due to manmade or natural disasters, or other significant disruptions in, or breaches in security of, our products, our website or information technology systems, including breaches of technology systems of our third-party suppliers, could adversely affected if anyaffect our business operations.
• Our ability to process purchase orders and ship products in a timely manner depends on our information technology (IT) systems and performance of the following risks occur.  Accordingly,systems and processes of third parties such as our suppliers, manufacturers, customers or other partners, as well as the trading priceinterfaces between our systems and the systems of such third parties.

2. Risks Related to Strategic Initiatives
• Our failure to properly develop and manage strategic initiatives may adversely affect our financial position and results of operations.
Competition in each of our stockmarkets is strong, and our inability to compete effectively could decline,significantly harm our business and investorsresults of operations.
We face risks associated with developing and marketing our products, including new product development and new product lines.
• Our failure to effectively enhance and develop our sales strategy and sales force, may harm our revenues and financial outcomes as a result.

3. Risks Related to Our Regulatory and Litigation Environment
Delays or loss of government contracts or failure to obtain or maintain required government certifications could lose allhave a material adverse effect on our business.
We are subject to a variety of laws and regulations relating to the import and export of our product and service offerings. Any failure to comply with such regulations could result in governmental enforcement actions, fines, penalties, or partother remedies, which could have a material adverse effect on our business, results of their investment.
Adverse or uncertain economic conditions may materially adversely affect us.
Our operations, and financial performancecondition.
Critical accounting estimates involve the use of judgements and if actual results vary from our estimates or assumptions underlying such estimates, our financial results could be negatively affected.
We are dependent onregularly subject to a wide variety of litigation, including commercial and employment litigation, patent infringement claims, as well as claims related to alleged defects in the global economy. Uncertainty regarding future economic conditions makes it challengingdesign and use of our products.
• We are subject to forecast operating results, make business decisions,other legal and identifycompliance risks that could have a material impact on our business.

4. Risks Related to Our Global Presence
We operate in multiple tax jurisdictions globally. Our corporate tax rate may affectincrease or we may incur additional tax liabilities, and/or changes in applicable tax regulations and resolutions of tax disputes could negatively impact our business, sources and uses of cash flow, financial condition, and results of operations. Economic concerns, such as uncertain or inconsistent global or regional economic growth, stagnation or contraction, including the pace of economic growth in the United States in comparison to other geographic and economic regions, pressure on economic growth in Europe, uncertain growth prospects in the Asia Pacific region, as well as anxiety regarding geopolitical conflicts and their short and long-term economic impact, increase the uncertainty and unpredictability for our business as consumers, businesses and government agencies periodically and often unpredictably postpone or forego spending. A global economic downturn or continued erratic or declining business or governmental spending or hiring may reduce sales of our products, increase sales cycles, slow adoption of new technologies, increase price competition, and cause customers and suppliers to default on their financial obligations.
Replacement cycles of our Enterprise products are adversely impacted by lower voluntary employee turnover as new headset demand is typically created when employees feel confident enough to change employers or transition to new positions. While domestic voluntary turnover has improved in recent fiscal periods it remains below historical norms and certain market sectors are actually contracting. Moreover, slow and inconsistent international business hiring has perpetuated employee reluctance to change jobs, limiting opportunities for unemployed workers to reenter the workforce and, consequently, impeding headset sales.

Additionally, although the nature and extent of austerity measures previously implemented by governments in various countries, including the U.S. and Europe, are less severe in recent fiscal periods, those that remain reduce, demand for our products by affected government agencies and by customers who derive all or a portion of their revenues from these agencies. Similarly, to the extent uncertainty regarding public debt limits or government budgets, particularly in the U.S and Europe, hinder spending by retail consumers, businesses or government agencies, sales of our products may not grow as much as expected or may decrease or be delayed. We cannot predict the impact that governmental spending reductions will have on us or our customers or whether and to what extent our business and results of operations may be adversely harmed.
Additionally, our customers and suppliers suffer from their own financial and economic challenges. If global or regional economic conditions deteriorate, whether in general or particular market segments, one or more customers or suppliers may demand pricing accommodations, delay payments or shipments or become insolvent. It is impossible to reliably determine if and to what extent customers and suppliers may suffer, whether we will be required to adjust our prices or the amount we pay for materials and components or face collection issues with customers or if customer or supplier bankruptcies will occur.
We are exposed to differences and frequent fluctuations in foreign currency exchange rates, which may adversely affect our revenues, gross profit, and profitability.
Fluctuations in foreign currency exchange rates impact our revenues and profitability because we report our financial statements in USD, whereas a significant portion of our sales are transacted in other currencies, particularly the Euro and the British Pound Sterling ("GBP"). Furthermore, fluctuations in foreign currency rates impact our global pricing strategy, which may result in our lowering or raising selling prices in one or more currencies in order
5. Risks Related to avoid disparity with USD prices and to respond to currency-driven competitive pricing actions. For example, the strengthening of the USD against numerous worldwide currencies that accelerated during fiscal year 2015 and the continued strength of the USD throughout fiscal year 2016 negatively impacted our sales, pricing, margins, market share and operations overall. Should the dollar remain strong against foreign currencies, principally the Euro and the GBP, we may be compelled to raise prices for customers in the affected regions. Price increases may be unacceptable to our customers who could seek to replace our products with lower priced alternatives in which case our sales and market share may be adversely impacted. Otherwise, if we reduce prices to stay competitive in the affected regions our profitability may be harmed. In fiscal year 2016, international revenues were reduced by approximately $27 million, net of the effects of hedging, due to unfavorable foreign exchange fluctuations in the other foreign currencies in which we sell.Our Capital Structure
Large or frequent fluctuations in foreign currency rates, coupled with the ease of identifying global price differences for our products via the Internet, increases pricing pressure as well as the likelihood of additional unauthorized third party “grey market” resellers in varying countries who take advantage of price disparities, thereby undermining our premium brand image, established sales channels, and support and operations infrastructure. We also have significant manufacturing operations in Mexico and fluctuations in the Mexican Peso exchange rate can impact our gross profit and profitability. Additionally, the majority of our suppliers are located internationally, principally in Asia. Volatile or sustained increases or decreases in exchange rates of Asian currencies may result in increased costs or reductions in the number of suppliers qualified to meet our standards.
Although we hedge currency exchange rates exposures we deem material, changes in exchange rates may nonetheless still have a negative impact on our financial results. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, decisions and actions of central banks and political developments.
We hedge a portion of our Euro and GBP forecasted revenue exposures for the future, typically over 12-month periods. In addition, we hedge a portion of our Mexican Peso forecasted cost of revenues and maintain foreign currency forward contracts denominated in Euros, GBP, and Australian Dollars that hedge against a portion of our foreign-currency denominated assets and liabilities. Our foreign currency hedging contracts reduce, but do not eliminate, the impact of currency exchange rate movements, particularly if the fluctuations are significant or sustained, and we do not execute hedging contracts in all currencies in which we conduct business. There is no assurance that our hedging strategies will be effective. Additionally, even if our hedging techniques are successful in the periods during which the rates are hedged, our future revenues, gross profit, and profitability may be negatively affected both at current rates and by adverse fluctuations in currencies against the USD. For instance, because our hedging instruments cover a period of up to 24 months, we anticipate that the hedging conducted in fiscal year 2016 will deliver little benefit to offset the stronger U.S. Dollar against major currencies in fiscal year 2017. See Item 7A for further quantitative information regarding potential foreign currency fluctuations.

Our operating results are difficult to predict, and fluctuations may cause volatility in the trading price of our common stock.
Given the nature of the markets in which we compete, our revenues and profitability vary from quarter to quarter and are difficult to predict for many reasons, including the following:
variations in the volume and timing of orders received during each quarter;
the timing of customers' sales promotions and campaigns;
the timing of large customer deployments of UC infrastructure;
the timing of new product introductions by usthey could fluctuate, and our competitorsstock price could become more volatile and obsolescence or discontinuance of existing products;your investment could lose value.
competition, including pricing pressure, promotions and campaigns by us,
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Our substantial indebtedness could adversely affect our competitors or our customers;
failure to timely introduce new products within projected costs;
changes in technology and desired product features, including whether those changes occur in anticipated manners and timeframes;
general economic conditions in the U.S. and our international markets, including foreign currency fluctuations;
seasonality;
customer cancellations and rescheduling;
fluctuations in raw materials and components costs;
shifts in product, geographic or channel mix; and
investments in and the costs associated with new product development and strategic initiatives.

Fluctuations in our operating results, including the failure to meet our expectations or the expectations of financial analysts, may cause volatility, including material decreases, in the trading price of our common stock.
The success of our business depends heavily on our ability to effectively market our UC products, and our business could be materially adversely affected if markets do not develop as expected or we are unable to compete successfully.
Our Enterprise products represent our largest source of revenue, and we regard the market for headsets designed for UC as our greatest long-term opportunity in the Enterprise market. We believe the implementation of UC technologies by large enterprises will be a significant long-term driver of UC headset adoption, and, as a result, a key long-term driver of our revenue and profit growth. Accordingly, we continue to invest in the development of new products and enhance existing products to be more appealing in functionality and design for the UC office market; however, there is no guarantee significant UC growth will occur, when it might occur, or that we will successfully take advantage of it if it does occur.
Our ability to realize and achieve positive financial results from UC adoption could be adversely affected by a number of factors, including the following:
As UC becomes more widely adopted, competitors may offer solutions that effectively commoditize our headsets, which, in turn, may pressure us to reduce the prices of one or more of our products.
The market success of major platform providers and strategic partners such as Microsoft Corporation, Cisco Systems, Inc., Avaya, Inc., Alcatel-Lucent, and Huawei, and our influence over such providers with respect to the functionality of their platforms and product offerings, their rate of deployment, and their willingness to integrate their platforms and product offerings with our solutions, is limited. For example, Microsoft’s decision to transition from Lync to Skype for Business in early fiscal year 2016 proved to be a more significant market transition than anticipated and caused end customers to modify or pause their deployment schemes or schedules while they assessed the implications of Microsoft’s decision.
Failure to timely introduce solutions that are cost effective, feature-rich, stable, and attractive to customers within forecasted development budgets.
Failure to successfully implement and execute new and different processes involving the design, development, and manufacturing of complex electronic systems composed of hardware, firmware, and software that works seamlessly and continuously in a wide variety of environments and with multiple devices.
Failure of UC solutions generally, or our solutions in particular, to be adopted with the breadth and speed we anticipate. For example, concerns about data privacy and the security of information and data stored over the Internet and wireless security in general, each of which is further enabled by UC solutions, including our products, have caused entities in various markets to reassess data protection compliance and security safeguards of UC devices.
Failure of our sales model and expertise to support complex integration of hardware and software with UC infrastructure consistent with changing customer expectations.  
If new or evolving sales models such as our Software-as-a-Service, Device-as-a-Service or Soundscaping offerings provided on a subscription basis through channel partners are successful, they may have a long-term positive effect on our operations; however differences in revenue-recognition treatment may cause short-term revenue declines or increase expenditures for operational, administrative and technical support that may adversely impact our operations or negatively reflect on our overall growth.

Increased competition for market share, particularly given that some competitors have superior technical and economic resources enabling them to take greater advantage of UC market opportunities.
Sales cycles for more complex UC deployments are longer as compared to our traditional Enterprise products.
Our inability to timely and cost-effectively adapt to changes and future requirements of UC may impact our profitability in this market and our overall margins.
Failure to expand our technical support capabilities to support the complex and proprietary platforms in which our UC products are and will be integrated as well as increases in our support expenditures over time.

If our investments in, and strategic focus on, UC do not generate incremental revenue, our business, financial condition and results of operations could be materially adversely affected.prevent us from fulfilling our obligations under the notes and our other debt instruments.
If we fail to accurately forecast demand we may under or overestimate production requirements resulting
Risk Factors

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS THAT WE ARE NOT PRESENTLY AWARE OF OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. OUR BUSINESS COULD BE MATERIALLY HARMED BY ANY OR ALL OF THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE SIGNIFICANTLY DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. IN ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FORM 10-K, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES.
1.Disruptions in lost business or write offs of excess inventory which may materially harm our business, reputation and results of operations.
Our industry is characterized by rapid technological changes, evolving industry standards, frequent new product introductions, short-term customer commitments, and changes in demand. Production levels are forecasted based on anticipated and historic product demand and we often place orders with suppliers for materials and components as well as finished products 13 weeks or more in advance of projected customer orders. Actual demand depends on many factors and may vary significantly from forecasts. We will lose opportunities to increase revenues and profits and may incur increased costs and penalties,supply chain, including expedited shipping fees and late delivery penalties, if we underestimate customer demand.
Conversely, overestimating demand could result in higher inventories of raw materials, components, and sub-assemblies ("materials and components") and finished products, which may later require us to write off all or a material portionthe inability of our inventories. We routinely review inventory for usage potential, including fulfillmentown manufacturing facilities and those of customer warranty obligations and spare part requirements, and we write down to the lower of cost or market value the excess and obsolete inventory, which may adversely affect our results of operations.
For instance, periodically, we or our competitors announce new products, capabilities, or technologies that replace or shorten the life cycles of legacy products or cause customers to defer or stop purchasing legacy products until new products become available. Additionally, new product announcements may incite customers to increase purchases of successful legacy products as part of a last-time buy strategy, thereby increasing sales in the short-term while decreasing future sales and delaying new product adoption. These risks increase the difficulty of accurately forecasting demand for discontinued and new products. Accordingly, during any transition to new products, we may experience inventory obsolescence and loss of revenue and associated gross profit.
If any of the above occur, our business, financial condition and results of operations could be materially harmed.
If ourcontract manufacturers, original design manufacturers, suppliers and sub-suppliers, cannotto provide and/or timely deliver sufficient quantities of quality materialskey component parts and/or finished products, has adversely impacted, and components and finished products,may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may becontinue to adversely impacted andimpact our growth, business, reputation, and financial condition may be materially adversely effected.condition.
Our growth
We depend on manufacturing operations conducted in our own facility in Tijuana, Mexico and abilitythrough contract manufacturers, original design manufactures, and suppliers to meet customer demand depends in partprovide key component parts and/or manufacture and deliver finished products. Although we have contracts with certain contract manufacturers, original design manufactures, and suppliers, we primarily source key components from third-party distributors. We depend on our abilitythese relationships and parties to timely obtain sufficient quantities of component materials and components as well as finished products of acceptable quality, at acceptable prices. We buy materialsprices, and components from a variety of suppliers and assemble them into finished products. In addition, certainin the quantities necessary for us to meet critical schedules for the delivery of our own products and key portions ofservices and to fulfill our products lines are manufactured for us by third partyanticipated customer demand. The Company and our contract manufacturers and original design and contract manufacturers ("ODMs") who obtainprocure materials, components and sub-components from a long and often complex chainchains of sub-suppliers. The cost, quality,sub-suppliers to assemble them into finished products. Given the wide variety of solutions that we offer, the large and availabilitydiverse distribution of our manufacturers and suppliers, and the services, materialslong lead times required to manufacture, assemble and componentsdeliver certain products, problems could arise in production, planning and finished products these ODMs and third parties supply are essential to our success.
Our reliance on these ODMs and third parties therefore involves significant risks, including the following:

We rely on suppliers for critical aspects ofinventory management that could seriously harm our business. For instance,example, recent news reports have noted that currently there is a worldwide shortage of semiconductor, memory and other electronic components affecting many industries, from automotive to technology providers. This shortage has impacted us significantly and has caused us to experience extended lead times (in some cases over 52 weeks) which is anticipated to continue. Extended lead times and decreased availability of key components has caused a significant disruption to our production schedule and has had, and we obtain a majorityexpect to continue to have, an adverse effect on our financial condition or results of operations. We do not have any guarantees of supply from our Bluetooththird-party suppliers, and in certain cases we have limited contractual arrangements or are relying on standard purchase orders or on component parts available on the open market, which has resulted in increased costs combined with reduced availability. Continued delay in our ability to produce and deliver our products could cause our customers to purchase alternative products from GoerTek, Inc. Suppliers such as GoerTek may chooseour competitors. Also, long-term supply and maintenance obligations to discontinue supplying materials andcustomers increase the duration for which specific components or finished products to us for a variety of reasons,are required, which may (i) be difficult, time-consuming, or costly to replace, (ii) force us to redesign or end-of-life certain products, (iii) delay manufacturing or render us unable to meet customer demand, or (iv) require us to make large last-time buys in excess of our short-term needs, holding materials and components or finished products in inventory for extended periods of time. If one or more suppliers is unable or unwilling to meet our demand, delivery, or price requirements, our business and operating results could be materially adversely affected.
Although we endeavor to use standard materials and components in our products whenever feasible,further increase the lack of viable alternative sources or the high development costs associated with existing and emerging wireless and other technologies require us to work with a single source for silicon chips, chip-sets, or other materials and components in one or more products. Moreover, lead times are particularly long for silicon-based components incorporating radio frequency and digital signal processing technologies and such materials and components make up an increasingly larger portion of our product costs.  Additionally, many consumer product orders have shorter lead times than component lead times, which may make it increasingly necessary for us or our suppliers to carry more inventory in anticipation of orders, which may not materialize.

A substantial portion of the materials and components used in our products are provided by our suppliers on consignment. As such, we do not take title to the materials and components until they are consumed in the production process. Prior to consumption, title and risk of loss remains withcomponent shortages or increase the suppliers. Ourcost of carrying inventory. If component shortages continue, we will continue to experience supply agreements generally allow us to return parts in excess of maximum order quantities at the suppliers’ expense. Returns for other reasons are negotiated with suppliers on a case-by-case basis and to date have been immaterial. If we are required interruption and/or choose to purchase all or a material portion of the consigned materials and components or if a material number of our suppliers refuse to accept orders on consignment, we couldmay incur material unanticipated expenses, including write-downs for excess and obsolete inventory and result in inventory turn rate declines.significant price increases from these suppliers.
Rapid
Additionally, rapid increases in production levels to meet product demand, whether or not forecasted, has resulted and could continue to result in shipment delays, higher costs for materials and components, increased expenditures for freight to expedite delivery of required materials, late delivery penalties, and higher overtime costs and other expenses, which couldhave negatively impactimpacted our revenues, reducereduced our profit margins, and harmpotentially harmed relationships with affected customers. For instance,Although historically, we have generally been able to secure additional supply or take other actions to mitigate supply disruptions, as the impact of the global shortages in fiscal year 2015, saleskey components, including semiconductors, impacts many industries worldwide, and particularly our supply chain, we could experience a material adverse effect on our business, results of our BackBeat Fit were constrained by limited sub-component supply availability.operations, and financial condition for an extended period of time. In addition, in order to secure such necessary components, we may be obligated to purchase them at prices that are higher than those available in the current market. If similar constraints were to occur in existing or future product lines, our ability to meet demand and our corresponding ability to sell affected products may be materially reduced. Moreover, our failure to timely deliver desirable products to meet demand may harm relationships with our customers. Further, if production is increased rapidly, manufacturing yields may decrease, which may also reduce our revenues or margins.


Any
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Additionally, although we use standard parts in many of our products, we are dependent on certain sole source and limited source suppliers. We currently purchase certain integrated circuits from single or limited sources which, combined with extended lead times, makes us further susceptible to shortages, quality issues or price fluctuations in our supply chain. Suppliers may choose not to renew their contracts with the foregoingCompany or to discontinue supplying materials and components or finished products to us for a variety of reasons, including conflicting demands from their other customers, availability, price, and discontinuing production of such product. As our contract manufacturers acquire components on our behalf our direct purchases from original design manufacturers is reduced, in turn, reducing our influence in securing necessary quantities of supply. A lack of viable alternative sources of materials and components or the high development costs associated with existing and emerging wireless and other technologies may require us to work with a single source of supply for certain components. Additionally, with consolidation occurring with certain suppliers, there are also fewer sources for components available to us. This consolidation can negatively impact our ability to access certain parts and at reasonable prices, which impact our gross margin. Companies may elect not to continue their business relationship with us for reasons beyond our control, or may experience disruptions, impose price increases, or go out of business, any of which could materiallynegatively impact our ability to sell our products.

Additionally, in order to secure the quantities of supplies needed to meet customer demand, in some instances we have been required to increase purchase commitments and/or enter into longer-term contractual commitments. Increases in our purchase commitments and/or multi-year contractual arrangements to shorten lead times and or increase component or finished goods supply could also lead to excess and obsolete inventory charges if the demand for our products is less than our expectations. If we fail to anticipate customer demand properly, an oversupply of parts and finished goods could result in excess or obsolete inventory that could also adversely affect our gross margins.

Moreover, our ongoing efforts to optimize the efficiency of our supply chain could cause supply disruptions and be more expensive, time-consuming and resource-intensive than expected. Given these component shortages, supply interruption and/or significant price increase from these suppliers may occur. In addition, we may not be able to develop alternate or second sources in a timely manner. It is time consuming and costly to qualify parties into our supply chain, which if we fail to manage could cause delays, quality control issues, and disruption in our manufacturing. With more suppliers and locations to manage in our supply chain the complexity increases. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver products and services to our customers, which would seriously affect present and future sales, and would, in turn, adversely affect our business, financial condition, and results of operations. Moreover, the loss of a source of supply, or lack of sufficient availability of key components, could require that we locate an alternate source or redesign our products, either of which could result in business interruption and increased costs and could negatively affect our product gross margin and results of operations.
Prices of certain raw materials, components, semiconductors, and sub-assemblies may rise depending
We have significant reliance upon global market conditionsour manufacturing facility in Tijuana, Mexico which may adversely affectcause disruption to the supply chain and change established supply chain relationships. We believe that a flexible supply chain allows us to effectively respond to customer demands, but it also requires continuous improvement efforts involving management, production employees, and suppliers. In addition, we have identified opportunities to migrate to less manual, more sophisticated assembly techniques, which may require a significant amount of capital investment and take time to implement. If we are unable to consistently and timely execute on our margins.supply chain strategies, our ability to respond to customer demand timely may be harmed which, in turn, would have a negative impact on our financial results.

Our inventory management systems and supply chain visibility tools may not enable us to accurately forecast and manage the supply of our products and components. If we determine that we have excess supply, we may have to reduce prices or write down inventory. Alternatively, insufficient supply levels may lead to a shortage of products to sell and less revenue.

A portion of the materials and components used in our products are provided by our suppliers on consignment. As such, we do not take title to, or risk of loss of, these materials and components until they are consumed in the production process. Our consignment agreements generally allow us to return parts in excess of maximum order quantities at the suppliers’ expense. Returns for other reasons are negotiated with suppliers on a case-by-case basis and are generally immaterial. If we are required or choose to purchase all or a material portion of the consigned materials and components or if a material number of our suppliers refuse to accept orders on consignment, our inventory turn rate may decline or we could incur material unanticipated expenses, including write-downs for excess and obsolete inventory.

We have experienced and expect to continue to experience volatility in prices from our suppliers, particularly in light of price fluctuations for integrated circuits, plastics, oil, gold, copper, and other materials and components in the U.S. and around the world, which could negatively affect our profitability or market share. To date, we have not passed cost increases on to our customers. If we are unable to pass cost increases on to our customersdo so in the future, or if we cannot achieve operating efficiencies that offset any increases, our business, financial condition, and results of operations may be materially negatively affected.
2.COVID-19 has had, and may continue to have, a significant impact on our business and results of operations.
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a.The full and long-term effects of the global COVID-19 pandemic on our business depend on future events that continue to be highly uncertain and cannot be predicted.

The novel strain of COVID-19 identified in late 2019 has spread globally and had a mixed effect and could in the future continue to have a mixed or adverse effect on our business, operations and financial condition.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, on-site work restrictions, and shutdowns. These restrictions have led to a massive increase in remote work.

As companies continued to shift from in-office to work-from-home arrangements, we experienced elevated demand for certain Enterprise Headsets and Video devices, which support these arrangements, and a decline in demand for our Voice products and associated services, which support enterprise in-office work. The acceleration in customer and partner demand for our products that support remote work, remote learning, and telemedicine opportunities have led to increased sales and operating income. We expect the trend in these areas to continue. Such increased demand also has led, and may continue to lead, to increased competition, particularly in our headset and video categories. The full extent of the impact of the pandemic on our business and on our operational and financial performance and condition remains uncertain and will depend on many factors over which we have no control, including the length of the pandemic, government, business and individuals actions, the impact on global economic activity, variant strains, the availability of vaccines, and whether a hybrid work model will be adopted and maintained by businesses and customers over the long-term.

b. COVID-19 has caused supply chain issues, including a shortage of adequate component supply and manufacturing capacity and long lead times for raw materials and components. This has caused, and may continue to cause, a disruption in our supply chain, increased costs, increased purchase commitments and a delay in our ability to fulfill orders, which has had, and may continue to have, an adverse impact on our business and operating results.

From the initial outbreak of the virus in Wuhan, China and its spread globally, we have experienced disruptions and higher costs in our manufacturing, supply chain and logistics operations, and in some cases, increased sell-through, resulting in shortages of our products in our distribution channels and loss of market share and opportunities.

Manufacturing capacity, including much longer than usual lead times, and component supply constraints have caused, and could continue to cause, significant issues for us. As a result of COVID-19, our component suppliers are at capacity and are under pressure to allocate components and production to certain customers for business, regulatory or political reasons, including customers who are outside of our industry, such as the automotive industry, and/or customers within the telecommunications industry who are much larger than us. In addition, based on this extraordinary demand for the same components, we have experienced and may continue to experience, increases in pricing as a condition of supply or worse, de-commits of supply.

Although we continue to work with our supply chain and dual source partners to take the necessary steps to mitigate disruption of supply, there can be no assurance that the ongoing disruptions due to COVID-19 will be resolved in the near term, which would seriously affect present and future sales, and would, in turn, adversely affect our business, financial condition, and results of operation. See Risk Factor 1 above entitled "Disruptions in our supply chain, including the inability of our own manufacturing facilities and those of our contract manufacturers, original design manufacturers, suppliers and sub-suppliers, to provide and/or timely deliver sufficient quantities of key component parts and/or finished products, has adversely impacted, and may continue to adversely impact, our ability to fulfill customer demand which, in turn, has and may continue to adversely impact our growth, business, reputation and financial condition" for more information.

c. Our future growth will depend on our diversified product and services offerings, and if we do not successfully execute on our growth opportunities, our operating results could be adversely affected.

COVID-19 has forced businesses around the world to shift their employees to remote work. As a result, we believe that businesses are moving to permanent remote work for some or all of their workforce. Due to this changing work environment, we are attempting to diversify our product category portfolio and focus more of our attention on hybrid work-related products, including new products in our headsets category which continue to include our noise cancellation in addition to other advanced artificial intelligence and machine learning features, and our new professional-grade personal video tools to meet the needs of remote workers and IT administrators configuring solutions for a variety of applications. Our operating results depend on our ability to develop and introduce new
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products and services into existing and emerging markets, including telehealth and tele-education verticals. While we are taking actions to develop new and/or increase the manufacturing of our existing collaboration tools that enable both in office and remote work, our failure to timely accommodate this rapidly shifting market demand, and/or failure of customers to purchase and/or renew our offerings, could negatively impact our financial results.

The COVID-19 pandemic may also result in both unpredictable short-term and long-term changes in customer needs for our products and services in various sectors, along with IT-related capital spending reductions, or shifts in spending focus, that could materially adversely affect us if we are unable to adjust our product and service offerings to match customer needs. The process of developing new technology is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends, then our business could be harmed. We must commit significant resources, including the investments we have strong competitorsbeen making in our strategic priorities to developing new products and expectservices, before knowing whether our investments will result in products and services the market will accept. In particular, if our model of the evolution of hybrid working and focus on the professional customer does not emerge as we believe it will, or if the industry does not evolve as we believe it will, or if our strategy for addressing this evolution is not successful, many of our strategic initiatives and investments may not meet our expectations. In addition, our business could be adversely affected in periods surrounding our new product introductions if customers delay purchasing decisions to face additional competitionqualify or otherwise evaluate the new product offerings. There can be no assurance that we will successfully identify new product and services opportunities, develop and bring new products and services to market in a timely manner, or achieve market acceptance of our products and services or that products, services and technologies developed by others will not render our products, services or technologies obsolete or noncompetitive.

As we expand into new product and service categories and/or go-to- market strategies in pursuit of growth, we will have to continue to build relationships with our existing channel partners, or may have to build relationships with new channel partners and/or directly with suppliers and manufacturers and adapt to evolving or new distribution and marketing models. These partners, suppliers, practices and models may require significant management attention and operational resources and may affect our accounting, including revenue recognition, gross margins, and the future.ability to make comparisons from period to period. If we are unable to compete effectively,maintain and/or build successful distribution channels or successfully market our products and services in these new categories, we may not be able to take advantage of the growth opportunities, and our business and our ability to grow our business could be adversely affected.

Additionally, customer demand for our product categories tends to be less predictable and tends to vary more across geographic markets. As a result, we may face higher up-front investments, inventory costs associated with attempting to anticipate customer preferences, and increased inventory write-offs.

d. COVID-19 has caused and may continue to cause unanticipated fluctuations in our gross margins, which can result in unanticipated fluctuations in our operating results.

Our gross margins can vary due to customer demand, competition, product pricing, product lifecycle, product mix, new product introductions, unit volumes, acquisitions and divestitures, commodity, supply chain and logistics costs, capacity utilization, geographic sales mix, currency exchange rates, trade policy and tariffs, and the complexity and functionality of new product innovations and other factors. If we are not able to introduce new products in a timely manner at the product cost we expect, or if customer demand for our products is less than we anticipate, or if there are product pricing, marketing and other initiatives by our competitors to which we need to react or that are initiated by us to drive sales that lower our margins, then our overall gross margin will be less than we project.

Moreover, growth in the hybrid work environment is likely to create greater pressures on us and our suppliers to accurately project overall and specific product categories of component and product demand and to establish optimal levels and manufacturing capacity. If we are unable to secure enough components and/or finished products at reasonable prices or of acceptable quality to build new products in a timely manner in the quantities or configurations needed, our revenue and gross margins could suffer until other sources can be developed.

In addition, our gross margins vary significantly by product line, sales geography and customer type, as well as within product lines. When the mix of products sold shifts from higher margin product lines to lower margin product lines, to lower margin sales geographies, or to lower margin products within product lines, our overall gross margins and our profitability may be adversely affected. In particular, early in this fiscal year we experienced increased demand for our headset products, which typically carry lower gross margins, and downward pressure on the sales of our audio and video solutions, which typically are used in office environments and carry higher gross margins. A continuation of the movement towards remote and/or flexible work practices could, over time, further erode the overall demand for office
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equipment and further erode sales of our Enterprise voice and video product lines, continuing downward margin pressure.

Moreover, as we expand within and into new product categories, our products in those categories may have lower gross margins than in our traditional product categories. If we are unable to offset these potentially lower margins by enhancing the margins in our more traditional product categories, our profitability may be adversely affected.

As our manufacturing is in Asia and Mexico and distributors located globally, we rely upon logistics providers to transport goods around the world. As supply chains have become more constrained, the need to expedite shipments to manufacturing facilities and customers has increased. Further, we continue to experience higher transportation and fuel costs which has resulted in decreased margins and may result in the future in increased inventory and further margin decline, which would adversely affect our results of operations and financial condition.

Changes in trade policy, including tariffs and the tariffs focused on China in particular, and currency exchange rates also have adverse impacts on our gross margins. The COVID-19 pandemic is putting pressure on our gross margins as well as causing us to face uncertain product demand and incur increased air freight and other costs to fulfill sell through demand, replenish channel inventory, and maintain market share.

The impact of these factors on gross margins can create unanticipated fluctuations in our operating results, which may cause volatility in the price of our stock.

e. We face risks related to COVID-19 related to our offices worldwide and our manufacturing facility in Mexico, which could significantly disrupt our operations.

In light of the uncertain and rapidly evolving situation relating to the spread of this virus and various government restrictions and guidelines, we have taken measures intended to mitigate the spread of the virus and minimize the risk to our employees and their families, channel partners, end-customers, and the communities in which we operate. Such measures included transitioning our in-office employee population to work remotely from home, adhering to public safety and shelter in place directives, physical distancing protocols within offices and manufacturing facilities for our essential workers, providing personal protective equipment, including face masks and hand sanitizers, conducting routine sanitation of facilities, requiring health monitoring before entry into Poly facilities and restricting the number of visitors to our sites. This has led to some operational, cybersecurity and other risks and cost that could have an adverse impact on the company’s results from operations. Our management team and employees have and continue to plan for and mitigate operational challenges and risks associated with COVID-19, shifting some of our focus from normal business, strategic planning, and other initiatives.

Although we continue to monitor the situation, precautionary measures that we have adopted could negatively affect our customer success efforts, sales and marketing efforts, delay and lengthen our sales cycles, and create operational or other challenges, any of which could harm our business and results of operations. In addition, COVID-19 may disrupt the operations of our end-customers and channel partners for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows.

Further, disruptive activities from COVID-19 have caused (in April 2020), and may in the future cause, temporary closure of our manufacturing facility in Tijuana, Mexico. The extent to which COVID-19 may impact our operations at this facility in the future remains highly uncertain and cannot be predicted. As the COVID-19 vaccine is not readily available in Mexico, our production personnel are at heightened risk and if an outbreak of the virus occurs at this facility, we may be forced to shut down our operations, which would result in significant disruption in our supply chain and results of operations.

3. Our failure to properly develop and manage strategic initiatives may adversely affect our financial position and results of operations.

We operate in a rapidly evolving market. To continue focus on growing our business, we have identified strategic initiatives designed to expand our product and service offerings and target growth opportunities in various horizontal and vertical markets. Our success in managing these growth objectives will depend to a significant degree on our ability to: implement our business model and strategy and adapt and modify them as needed; increase awareness of our brand name, protect our reputation and develop customer loyalty; anticipate with any degree of certainty the behavioral and operational changes of our customers that have a significant impact on our business from time to time as they respond to evolving social, economic, regulatory and political changes; effectively manage our expanding operations and service offerings,
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including the integration of any acquisitions; maintain adequate control of our expenses; rely on our channel partners to align with our strategic objectives; adequately and efficiently operate, maintain, upgrade and develop our website and the other platforms and equipment we utilize in providing our services; improve and develop financial and management information systems, controls and procedures; attract, retain and motivate qualified personnel; and anticipate and adapt to changing conditions in the human resource, online and other markets in which we operate as well as the impact of any changes in government regulation, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

Additionally, as part of our business strategy, if we are presented with appropriate opportunities, we may acquire or invest in businesses or assets to add complementary companies, products, and technologies, and specialized employees, as well as make investments in, and/or form strategic partnership alliances with, other companies in furtherance of our strategic objectives. Our ability to acquire and successfully integrate companies, products, and technologies in the past has been challenging, particularly our Acquisition of Polycom in 2018. Although the acquisition resulted in the achievement of certain benefits, including acceleration and expansion of our market opportunities, creation of a broader portfolio of communications and collaboration endpoints, and significant expansion of services offerings, the Acquisition also has presented certain challenges, including our inability to timely and efficiently integrate network infrastructures including pricing and ordering systems, which impacted the timing and processing of orders with suppliers, vendors, customers and end users. In addition, the Acquisition has had, and may continue to have, negative effects on the price of our common stock, particularly in light of the amount of debt incurred and the significant number of shares of our stock issued in the transaction. Moreover, we have experienced system implementations challenges and redundant operations in various countries, increasing our compliance costs, and may continue to experience additional and unforeseen expenses and working capital requirements as a result of the Acquisition.

Future acquisitions and investments may not achieve our goals, and could be viewed negatively by our customers, partners, or investors. In addition, such acquisitions, investments and/or partnerships may expose us to risks associated with unforeseen or hidden liabilities, risks that acquired or invested companies will not achieve anticipated performance levels, diversion of management attention and resources from our existing business or other priorities and budget limitations, difficulty in integrating the acquired businesses with our existing operational infrastructure, inability to generate sufficient revenues to offset the costs and expenses of acquisitions or investments, the length of development, and increased competition, all of which could adversely affect our financial condition and results of operations.

In addition, following completion of an acquisition or investment, our management and resources may be diverted from their core business activities due to the integration process, which diversion may harm the effective management of our business. Any difficulties encountered in the acquisition or investment and integration process may have an adverse effect on our ability to manage our business and harm our results of operations and financial condition. If a financial or strategic investment is unsuccessful, we may lose the value of our investment, which could have a material adverse effect on our financial condition and results of operations. Moreover, if we fail to successfully close transactions, integrate new teams, or integrate the products, technologies or other solutions associated with these transactions into our company, our business could be seriously harmed. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or use the acquired products, technology, and personnel, or accurately forecast the financial impact of an acquisition, investment and/or partnership transaction, including accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any acquisition or investment, any of which could seriously harm our business. Selling or issuing equity to finance or carry out any such acquisition or investment would also dilute our existing stockholders. Incurring debt would increase our fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.

In addition, members of the new U.S. administration and Congress have proposed new legislation that could limit, hinder, or delay the acquisition process and target opportunities. If we are unable to consummate key acquisition transactions essential to our corporate strategy, it may limit our ability to grow or compete effectively and our business may be seriously harmed.

Additionally, as we focus on growth opportunities, we continue to review our product portfolio and address our non-strategic product categories and products through various options including divestiture and cessation of operations like the sale of our consumer gaming assets. If we are unable to execute divestitures on favorable terms or if realignment is costlier or more distracting than we expect or has a negative effect on our organization, employees and retention, then our business and operating results may be adversely affected. Discontinuing products with service components may also cause us to continue to incur expenses to maintain services within the product life cycle or to adversely affect our customer and consumer relationships and brand. Divestitures may also involve warranties, indemnification or covenants that could restrict our business or result in litigation, additional expenses or liabilities. In addition, discontinuing product categories,
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even categories that we consider non-strategic, reduces the size and diversification of our business and causes us to be more dependent on a smaller number of product categories.

4. Competition in each of our markets is strong, and our inability to compete effectively could significantly harm our business and results of operations.

We face strong competition in all of the markets worldwide for our products, solutions and services. Market leadership changes may occur as a result of numerous factors, including new product and technology introductions, new market participants, pricing pressure on average selling prices and sales terms and conditions, and related to product performance and functionality. For a further description of our competitors and the markets in which we sellcompete, see Item 1, Business, in this Form 10-K.

Our competitive landscape continues to rapidly evolve as the industry moves into new markets for collaboration such as mobile, browser-based, and cloud-delivered collaboration offerings. Competitors in these markets also continue to develop and introduce new technologies, sometimes proprietary or closed architectures, that may block or limit our products are intensely competitive and market leadership may change as a result of new product introductions and pricing. We face pressure on our selling prices, sales terms and conditions, and in connection with product performance and functionality. Also, aggressive industry pricing practices may result in decreasing margins.
One of our primary competitors is GN Netcom, a subsidiary of GN Store Nord A/S (“GN”), a Danish telecommunications conglomerate with whom weability to compete in the Enterprise and mobile categories. We also compete with consumer electronics companies that manufacture and sell mobile phones, tablets, or computer peripheral equipment.certain markets. Many of our competitors are larger, offer broader product lines, may integrate their products and solutions with communications headsetsolutions, devices, and adapters manufactured or provided by them or others, offer products or solutions incompatible with our headsets,products, have established market positions, and have substantially greater financial, marketing, and other resources.resources; all of which may increase pressure to reduce our pricing, increase our spending on sales and marketing, or both, which would correspondingly have a negative impact on our revenues and operating margins.
Competitors
We may not be able to compete successfully against our current or future competitors. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved performance. New product introductions by our current or future competitors, or our delay in audio devices vary by product line.  Our most competitive product line is headsets for cell phones where we compete with GN's Jabra brand, Motorola, Samsung, and LG, among many others.  Manybringing new products to market, could cause a significant decline in sales or loss of these competitors have substantially greater resources than us, and each has an established market position. For salesacceptance of our Enterprise products, including UC, our largest competitors include GN, Sennheiser Communications, and VXI. For our Consumer products, our primary competitors include Sennheiser, Beats, LG, Jaybird, Motorola, Samsung and Bose. Inproducts. We believe that ongoing competitive pressure may result in a reduction in the gaming categoryprices of our Consumer products and our competitors’ products. In addition, the introduction of additional lower priced competitive products or of new products or product platforms could render our existing products or technologies obsolete. We also believe we will face increasing competition from alternative UC&C endpoint solutions that employ new technologies or new combinations of technologies.

Simplification of certain product technology is leading to the availability of alternative, lower cost competitive products targeted to enterprises, consumers and small businesses, which could harm sales. If we do not distinguish our products, through distinctive, technologically advanced features and designs, as well as continue to build and strengthen our brand recognition, our products may become more difficult to sell or to sell at the desired prices and financial margins. In addition, failure to effectively market our primary competitors are Turtle Beach, Skullcandy,products could lead to lower and Razer.more volatile revenue and earnings, excess inventory, and the inability to recover associated development costs, any of which could have a negative impact on our business, financial condition, results of operations, and cash flows.

We also face additional competition from companies, principally located in or originating from the Asia, Pacific region, which may be state-owned or subsidized which enables such competitors to offer very low cost headsetlow-cost products, including products modeled on, direct copies of, or counterfeits of, our products. Furthermore, onlineOnline marketplaces make it easier for disreputable and fraudulent sellers to introduce their copies or counterfeit products into the stream of commerce by commingling legitimate products with copies and counterfeits; thereby making it extremely difficult to track and remove copies and counterfeits. The introduction of low costlow-cost alternatives, copies and counterfeits has resulted in and will continue to cause market pricing pressure, customer dissatisfaction and harm to our reputation and brand name. If marketproduct prices are substantially reduced by new or existing market participants, in the headset categories, our business, financial condition, or results of operations could be materially and adverselynegatively affected.
If we do not distinguish
Additionally, strategic partnerships and acquisitions are being formed and announced by our competitors on a regular basis, which increases competition and can result in increased downward pressure on our product prices. As a result, competition with larger combined companies with significantly greater financial, sales and marketing resources, a larger channel network and expanded product lines is a constant threat to our market share and revenues. Competitors can sell their communications solutions product lines in conjunction with proprietary network equipment or platform technology as a complete solution, making it more difficult to compete against them or to ascertain pricing on competitive products. In addition, some competitors may use their strengths in adjacent markets to foreclose competition in the UC&C solutions market. In some cases, proprietary solutions may also preclude our competitive products from being fully interoperable with our competitors' endpoints, infrastructure and/or network products. Acquisitions or partnerships made by one of our strategic partners could also limit the potential contribution of our strategic relationships to our business and restrict our ability to form strategic relationships with these companies in the future and, as a result, harm our business. Rumored or
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actual consolidation of our partners and competitors may cause uncertainty and disruption to our business and can cause our stock price to fluctuate.

5. We face risks associated with developing and marketing our products, through distinctive, technologically advanced featuresincluding new product development and design, as well as continuenew product lines.

a.Our success depends on our ability to build and strengthen our brand recognition,assimilate new technologies in our products may become commoditized and to properly train our business could be harmed.  In addition, failure to effectively market our products tochannel partners, sales force and end-user customers could lead to lower and more volatile revenue and earnings, excess inventory, andin the inability to recover associated development costs, anyuse of which could also have a material adverse effect on our business, financial condition, results of operations, and cash flows.those products.


The markets for our Consumer products are volatile and our ability to compete successfully in one or more of these categories is subject to many risks.
In the markets for our Consumer products, which consist primarily of Bluetooth headsets, gaming, entertainment and computer audio headsets, we face many significant manufacturing, marketing and operational risks and uncertainties. The risks include the following:
The global market for mono Bluetooth headsets shrunk significantly in 2015, which was at least partially attributable to the integration of Bluetooth systems into automobiles. The market for stereo Bluetooth headsets continues to growcharacterized by rapidly although it remains dominated by lifestyle brands. Our market share has been and is significantly larger in the mono than stereo market and thus far we have been unable to sufficiently increase share in the stereo market to offset decreases in the mono Bluetooth market and although we expect stereo Bluetooth product sales to increase, the future of this market remains unclear.
Reductions in the number of suppliers participating in the Bluetooth market has reduced our sourcing options and may in the future increase our costs at a time when our ability to offset higher costs with product price increases is limited.
Difficulties retaining or obtaining shelf space and maintaining a robust and compelling eCommerce presence for our Consumer products in our sales channel, particularly with large "brick and mortar" retailers and Internet "etailers"changing technology, such as the marketdemand for mono Bluetooth headsets contracts.
RelyingHD video technology and lower cost video infrastructure products, the shift from on premise-based equipment to a dwindling numbermix of retail customers that have significant market share in the shrinking mono Bluetooth category increases our exposure to pricing pressure, unexpected changes in demand and may result in unanticipated fluctuations in our revenues and margins.
The varying pace and scale of economic activity in many regions of the world creates demand uncertainty and unpredictability for our Consumer products.
The need to rapidly and frequently adopt new technology to keep pace with changing market trends.  In particular, we anticipate a trend towards more integrated solutions that combine audio, video,includes hardware and software functionality that we expect will shorten product lifecycles.
Our ability to maintain insight into, and quickly respond to, sudden changes in laws or regulations.

Competition in the consumer business market is intense and failure to compete successfully in these markets may have an adverse effect on our business, results of operations, and financial condition.
We cannot guarantee we will continue to repurchase our common stock pursuant to stock repurchase programs or that we will declare future dividend payments at historic rates or at all. The repurchase of our common stock and the paymentoption for customers to have video delivered as a service from the cloud or through a browser, evolving industry standards and frequent new product introductions, including an increased emphasis on software products, new, lower cost hardware products, and development of dividendsartificial intelligence and machine learning solutions that may require us to borrow against our Credit Agreement or incur indebtedness and may not achieve our objectives.
In March 2015, we announced a new corporate return of capital policy with the goal of increasing the return of cash to stockholders to approximately 60% of free cash flow, defined as total operating cash flow less capital expenditures. We intend to achieve this goal primarily through stock repurchases and quarterly dividends. In conjunction with the March 2015 announcement regarding our new return of capital policy, we increased our then-existing stock repurchase program from one million shares to four million shares and approved another stock repurchase program in January 2016 for an additional one million shares. Moreover, our Board of Directors has consistently declared quarterly dividends over the years.
Any determination to pay cash dividends at recent rates or atmake all or authorization or continuance of any share repurchase programs is contingent on a variety of factors, including our financial condition, results of operations, business requirements, and our Board of Directors' continuing determination that such dividends or share repurchases are in the best interests of our stockholders and in compliance with all applicable laws and agreements. Accordingly, there is no assurance that we will continue to repurchase stock at recent historical levels or at all, or that our stock repurchase programs or dividend declarations will have a beneficial impact on our stock price.

In May 2015 we issued $500.0 million of 5.50% senior unsecured notes and entered into an Amended and Restated $100.0 million revolving line of credit facility. Issuance of the notes and any draws against the credit facility may adversely affect our future financial condition and financial results.
As of March 31, 2016, we had $500 million in 5.50% senior unsecured notes outstanding and the ability to draw up to $100.0 million against a revolving line of credit agreement with Wells Fargo Bank, National Association, although at March 31, 2016, we had no amounts outstanding under the credit facility. Risks relating to our long-term indebtedness include:
Requiring us to dedicate a portion of our cash flow from operations to paymentsproducts or their functionality obsolete or unnecessary. Historically, our focus has been on our currently existing or future indebtedness, thereby reducingpremise-based solutions for the availability of cash flow to fund working capital, capital expenditures, acquisitions, investmentsenterprise and other general corporate purposes;
Limiting our flexibility in planning for, or reacting to, changes in our businesspublic sector, targeted at vertical markets, including finance, manufacturing, government, education and the markets in which we operate including, without limitation, restricting our ability and the ability of our subsidiaries to incur liens or enter into certain types of transactions such as sale and lease-back transactions; and
Limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.

Periodically, we have drawn funds under our existing credit facilities in connection with our corporate return of capital policy and for other purposes. Amounts drawn under our outstanding credit agreement are subject to interest charges. Moreover, the credit agreement contains affirmative and negative covenants with which we must comply in addition to those covenants in our senior unsecured notes. These restrictions apply regardless of whether any loans under the credit agreement are outstanding and could adversely impact how we operate our business, our operating results, and dividend declarations, which, in turn, may negatively impact our stock price. During the fourth quarter of fiscal year 2016, we breached the funded debt to EBITDA ratio covenant of our credit agreement for which we subsequently obtained a waiver from Wells Fargo in the first quarter of fiscal year 2017. Although we have amended the credit agreement to reduce the risk of future violations of the covenant, we cannot be sure we will not breach this or any other covenant in the future or that Wells Fargo will not seek to enforce any or all remedies against us for any same or similar breach.
healthcare. In addition, if we borrow additional funds under the credit agreement, we may be required to increase the borrowing limit under the credit agreement or seek additional sources of borrowing. Given current credit and debt markets, there is no assurance that if we were to seek additional credit or debt, it would be available when needed or if it is available, the cost or terms and conditions would be acceptable.
Were any of the foregoing risks to occur, we may be unable to pay any indebtedness, including interest, when due, and may be required to curtail activities to comply with our obligations under the senior unsecured notes. Additionally, changes by any rating agency to our credit rating may negatively impact the value and liquidity of both our debt and equity securities, as well as the potential costs associated with a refinancing of our debt. The rating agencies measure us by our performance against certain financial metrics. If we do not meet these metrics there is a risk the rating agencies may downgrade our rating. Under certain circumstances, if our credit ratings are downgraded or other negative action is taken, our ability to obtain additional financing in the future could be diminished and could affect the terms of any such financing. If any of those things occur, our financial condition and results of operations may be adversely affected.
Our corporate tax rate may increase or we may incur additional income tax liabilities, which could adversely impact our cash flow, financial condition and results of operations.
We have significant operations in various tax jurisdictions throughout the world, and a substantial portion of our taxable income has historically been generated in jurisdictions outside of the U.S. Currently, some of our operations are taxed at rates substantially lower than U.S. tax rates. If our income in these lower tax jurisdictions were no longer to qualify for these lower tax rates, the applicable tax laws were rescinded or changed, or the mix of our earnings shifts from lower rate jurisdictions to higher rate jurisdictions, our operating results could be materially adversely affected. Furthermore, the repatriation of non-U.S. earnings for which we have not previously provided U.S. taxes could result in higher effective tax rates for us and subject us to significant additional U.S. income tax liabilities.
Various governmental tax authorities have recently increased their scrutiny of tax strategies employed by corporations and individuals. In addition, the Organization for Economic Cooperation and Development issued guidelines and proposals during fiscal year 2016 that may change how our tax obligations are determined in many of the countries in which we do business. If U.S. or other foreign tax authorities change applicable tax laws or successfully challenge the manner in which our profits are currently recognized, our overall taxes could increase, and our business, cash flow, financial condition, and results of operations could be materially adversely affected.

We are also subject to examination by the Internal Revenue Service ("IRS") and other tax authorities, including state revenue agencies and foreign governments. While we regularly assess the likelihood of favorable or unfavorable outcomes resulting from examinations by the IRS and other tax authorities to determine the adequacy of our provision for income taxes, there can be no assurance that the actual outcome resulting from these examinations will not materially adversely affect our financial condition and results of operations.

Our business will be materially adversely affected if we are unable to develop, manufacture, and market new products in response to changing customer requirementsemerging market trends, and new technologies.
The technology used in our products is evolving more rapidly now than in the pastnetwork effect driven by business-to-business and we anticipate this trend will continue. Historically, new products primarily offered stylistic changes and quality improvements rather than significant new technologies. Our increasing reliance and focus on the UC market has resulted in a growing number of our products that integrate complex, state-of-the-art technology, increasing the risks associated with new product ramp-up, including product performance and defects in the early stages of production.
Office phones have begun to incorporate Bluetooth functionality, which has opened the market to consumer Bluetooth headsets and reduced the demand for our traditional office telephony headsets and adapters, resulting in lost revenue and lower margins. Additionally, with the advent of more and different types of mobile devices the need for traditional desk phones with a distinct headset is decreasing, and may limit the sale of both corded and cordless headsets in the future. Moreover, the increasingbusiness-to-consumer adoption of wireless headsets has also resulted in increased development costs associated with the introduction of new wireless standardsUC&C, we are expanding our focus to capture opportunities within emerging markets including mobile, small and more frequent changes in those standardsmedium businesses (“SMBs”), and capabilities as compared to wired technologies.cloud-based delivery. If sales and margins on our traditional corded products decline and we are unable to successfully design,capture these markets to the extent anticipated, or to develop the new technologies and market alternatives at historically comparable margins,partnerships required to successfully compete in these markets, then our revenuerevenues may not grow as anticipated and profitsour business may decrease.ultimately be harmed. Given the competitive nature of the mobile industry, changing end user behaviors and other industry dynamics, these relationships may not evolve into fully-developed product offerings or translate into any future revenues.
In addition, innovative technologies such as UC have moved the platform for certain
b. The success of our new products fromdepends on several factors which, if not achieved, could adversely impact our customers' closed proprietary systems to open platforms such as the PC, smartphones and tablets. In turn, these devices have become more open as a result of technologies such as cloud computing and trends toward more open source software code development. As a result, the risk that current and potential competitors could enter our markets and commoditize our products by offering similar products has increased.financial results.

The success of our productsnew product introductions depends on severala number of factors, including our ability to:

Anticipate technologyproper new product definition, product cost, infrastructure for services and market trends
Develop innovativecloud delivery, timely completion and introduction of new products, proper positioning and enhancements on a timely basis
Distinguishpricing of new products in relation to our total product portfolio and their relative pricing, differentiation of new products from those of our competitors and other products in our own portfolio, market acceptance of these products and the ability to sell our products to customers as comprehensive UC&C solutions. Other factors that may affect our success include properly addressing the complexities associated with compatibility issues, channel partner and sales strategies, sales force integration and training, technical and sales support, and field support. As a result, it is possible that investments that we are making in developing new products and technologies may not yield the planned financial results.
Create industrial designs that appeal
We also need to continually educate and train our channel partners to avoid any confusion as to the desirability of new product offerings and solutions compared to our customersexisting product offerings and end-users
Manufactureto be able to articulate and deliver high-qualitydifferentiate the value of new offerings over those of our competitors. As the market evolves, our distribution model and channel partners may change as well. During the last few years, we have announced and launched several new product offerings, both independently and jointly with our strategic partners, including new software, hardware and cloud-based solutions, and these new products that are simplecould cause confusion among our channel partners and end-users, thereby causing them to operatedelay purchases of our new products until they determine their market acceptance, or as they consider a more comprehensive UC&C strategy versus point product or endpoint only deployments. Any delays in sufficient volumesfuture purchases could adversely affect our revenues, gross margins and acceptable margins
Price our products competitively
Hire and retain qualified personneloperating results in the highly competitive fieldperiod of software developmentthe delay.
Provide timely, effective
The communications market shift to fully- integrated solutions, cloud-based/hybrid offerings and accurate technical product supportnew business models over time may require us to our customers
Leverageadd new and existing channel partners, effectively

If weenter new markets and gain new core technological competencies. We are unableattempting to address these needs and the need to develop manufacture, market, and introduce enhanced or new products through our internal development efforts, through joint developments with other companies and through acquisitions. However, we may not identify successful new product opportunities and develop and bring products to market in a timely manner in response to changing market conditions or customer requirements, including changing fashion trendsmanner. Further, as we introduce new products, these product transition cycles may not go smoothly, causing an increased risk of inventory obsolescence and styles,relationship issues with our business, financial condition,end-user customers and results of operations will be materially adversely affected.
We have significant foreign manufacturing operations and rely on third party manufacturers located outside the U.S., and a significant amountchannel partners. The failure of our revenues are generated internationally, which subjectsnew product development efforts, any inability to service or maintain the necessary third-party interoperability licenses, our businessinability to risks of international operations.
We own and operate a manufacturing facility in Tijuana, Mexico. We also have suppliers, contact manufacturers, and other vendors throughout Asia and generate a significant amount ofproperly manage product transitions or to anticipate new product demand, or our revenues from foreign customers.
Our international operations and sales expose usinability to various risks including, among others:
Fluctuations in foreign currency exchange rates
Cultural differences in the conduct of business
Greater difficulty in accounts receivable collection and longer collection periods
The impact of recessionary, volatile or adverse global economic conditions
Reduced intellectual property rights protections in some countries
Changes in regulatory requirements
The implementation or expansion of trade restrictions, sanctions or other penalties against one or more countries, its citizens or industries

Tariffs, taxes and other trade barriers, particularly in developing nations such as Brazil, India, and others
Political conditions, health epidemics, civil unrest, or criminal activities within countries in which we operate
The management, operation, and expenses associated with an enterprise spread over various countries
The burden and administrative costs of complying with a wide variety of foreign laws and regulations
Currency restrictions
Compliance with anti-bribery laws, including the United States Foreign Corrupt Practices Act and the United Kingdom's Bribery Act

The above-listed and other inherent risks of international operations could materially and adversely affect regional economic activity and business operations in general, which in turn mayenter new markets would harm our business financial condition, and results of operations.

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c. We sellmay experience delays in product introductions and availability, and our products through various distribution channelsmay contain defects which could seriously harm our results of operations.

We have experienced delays in the introduction of certain new products and enhancements in the past. The delays in product release dates that canwe experienced in the past have been due to factors such as unforeseen technology issues, third-party changes to technology, manufacturing ramping issues, availability of component parts, and other factors, which we believe negatively impacted our revenue in the relevant periods. In addition, we have experienced delays in product certifications required with respect to our new product releases. Any of these or other factors may occur again and delay our future product releases. As such, disruption due to geopolitical conflicts, public health, or natural disasters could create an increased risk of delays in new product introductions.

Our communications equipment includes both hardware and software and incorporates new technologies and component parts from different suppliers. Resolving product defect and technology and quality issues could cause delays in new product introductions. Further, some defects may not be volatile,detected or cured prior to a new product launch or may be detected after a product has already been launched and may be incurable or result in a product recall. The occurrence of any of these events could result in the failure of a partial or entire product line or a withdrawal of a product from the market. We may also have to establishinvest significant capital and maintain successful relationshipsother resources to correct these problems, including product re-engineering expenses and inventory, warranty and replacement costs. These problems might also result in claims against us by our customers or others and could harm our reputation and adversely affect future sales of our products.

Any delays for new product offerings recently announced or currently under development, including product offerings for mobile, cloud-based delivery, software delivery or any product quality issues, product defect issues or product recalls could adversely affect the market acceptance of these products, our ability to compete effectively in the market, and our reputation with our channelcustomers, and therefore could lead to decreased product sales and could harm our business. We may also experience cancellation of orders, difficulty in collecting accounts receivable, increased service and warranty costs in excess of our estimates, diversion of resources and increased insurance costs and other losses to our business or to end-user customers.

d. We face risks related to building products dependent upon third-party platforms or technologies.

We have invested significant resources developing products that are dependent on third-party unified communication as a service (UCaaS) and video conferencing as a service (VCaaS) platforms and software. We made the decision to design our products to work with different third-party platforms and software to offer customers greater choice and flexibility, while expanding our ecosystem partners and enhancing their unique value differentiation through our products. If these partners’ solutions do not gain adoption and growth, it could materiallyimpact the sales of our endpoint devices. If other hardware manufacturers follow the Company’s strategy and enter into the market, thereby increasing competition, we could see less market demand or revenue for our products. Lastly, the third-party platforms may be, or become, competitors of ours who have chosen, or in the future may choose, to design competing products for their platforms and offer features for their own hardware platforms to provide further differentiated features that may be perceived as better than our products, or they may choose not to work with us. If third parties are unwilling to provide us access to their platforms or technologies, or if such access is withdrawn, denied, or delayed, or if access is provided under terms that are not commercially reasonable, our business and operations could be adversely affected. We believe though that customers want the ability of choice and quality that Poly products provide.

In addition, we develop such products or make product enhancements based upon anticipated demand for new features and functionality. Our business and revenues may be harmed if: the use of our agnostic platform does not occur; we do not anticipate shifts in technology appropriately or rapidly enough; the development of suitable sales channels does not occur, or occurs more slowly than expected; our products are not priced competitively or are not readily adopted; or the adoption rates of the third-party software applications do not drive demand for our products as we anticipate.

Although we believe increased sales of these remote working solutions will drive increased demand for our hardware and software platform products, such increased demand may not occur, or we may not benefit to the same extent as our competitors. We also may not be successful in creating demand in our installed customer base for products that we develop that incorporate these new partner platforms.

e. Product obsolescence or discontinuance and excess inventory can negatively affect our business, financial condition, or results of operations.

The pace of change in technology and in the release of new products has increased and is expected to continue to increase, which can often render existing or developing technologies obsolete more quickly. In addition, customer bankruptciesthe
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introduction of new products and any related actions to discontinue existing products can cause existing inventory to become obsolete. These obsolescence issues, or financial difficulties may impact our business.
We sell substantially allany failure by us to properly anticipate product life cycles, can require write-downs in inventory value. For each of our products, through distributors, retailers, OEMs,the potential exists for new products to render existing products obsolete, cause inventories of existing products to increase, cause us to discontinue a product or reduce the demand for existing products.

Further, we continually evaluate our product lines both strategically and telephony service providers. Effectively managing these relationshipsin terms of potential growth rates and avoiding channel conflicts is challenging. Our existing relationships with these parties are generally not exclusivemargins. Such evaluations could result in the discontinuance or divestiture of those products in the future, which could be disruptive and can be terminated by us or them without cause on short notice. These customers also sell or may sell products offered by our competitors. To the extent our competitors offer more favorable terms or more compelling products, our customerscostly and may not recommend, de-emphasize, or discontinue carrying our products. Moreover, our OEMs may elect to manufacture their own products similar to those we offer. Additionally, it is becoming easier for small online sellers to enteryield the market unburdened with physical locations, employees and support personnel which can force our larger traditional brick and mortar resellers to reduce their selling prices. In turn, our traditional resellers may demand lower selling prices from us, reduce their sales support needed to maintain our premium brand image, discontinue carrying our products and other similar adverse actions. The inability to establish or maintain successful relationships with distributors, OEMs, retailers, and telephony service providers or to expand our distribution channels and sales models could materially adversely affect our business, financial condition, or results of operations.intended benefits.
Our customer mix is changing, and certain retailers, OEMs, and wireless carriers are more significant.  In particular, we have several large customers whose order patterns are difficult to predict. Offers and promotions by these customers may result in significant fluctuations in their purchasing activities over time, which may increase the volatility of our revenues.  If we are unable to correctly anticipate the quantities and timing of their purchase requirements, our revenues may be adversely affected, or we may be left holding large volumes of inventory that cannot be sold to other customers.
Furthermore, many customers with whom we conduct business have substantial buying power or have strategic importance to our product marketing objectives. Many use their buying power or strategic importance to mandate onerous terms and conditions in our business arrangements with them including unfavorable payment terms, fees and penalties for early, late and inaccurate shipments, generous return rights, most favored pricing, and mandatory marketing and promotional fees. These terms are often non-negotiable and are frequently broad, ambiguous and inconsistent across customers making compliance complex and subject to interpretation. If our compliance with these or similar future provisions are incorrect or inadequate, we could be liable for breach of contract damages or our reputation with one or more key customers could be materially adversely harmed, either of which could have an adverse effect on our financial condition or results of operations.
Also, in order to provide us with greater insight into the characteristics and motivations of our distribution channels as well as the needs of our end customers, to better incentivize our sales partners and promote our products to end customers, we have begun regional implementation of an authorization program as well as a back end rebate program. Under the authorization program, distributors and resellers are asked to enter into agreements or supplement existing agreements in connection with the sale of all or a portion of our products. The back end rebate program ties payment of post-sale discounts to distributor program compliance obligations. These programs are new and our partners may deem them difficult, time-consuming or disruptive, or the terms of the programs or our agreements unacceptable.
Additionally, we have implemented an electronic minimum advertised pricing policy applicable to a number of new and future products as well as certain legacy products. The policy allows us to limit and reject orders from resellers who fail to promote and maintain the premium image of our brand and products by advertising online prices for covered products below prices we establish and periodically adjust. Enforcement of the policy may result in lost sales and harm our business relationships and reputation, potentially materially, with one or more customers or resellers.
If the number and quality of our distributors and resellers declines, our business, financial condition, and results of operations could be materially, adversely affected.

f. The increased use of software in our products could impact the way we recognize revenue, which if material or done incorrectly, could adversely affectimpact our financial results.

We are increasingly incorporating advanced software features and functionalities into our products, offering firmware and software fixes, updates, and upgrades and developing Internet based software-as-a-service offerings that provide additional value that complements our headsets.products. As the nature and extent of software integration in our products increases, or if sales of standalone software applications or services become material, the way we report revenue related to our products and services could be significantly affected. For example, we are increasingly required to evaluate whether our revenue transactions include multiple deliverables and, as such, whether the revenue generated by each transaction should be recognized upon delivery, over a period of time or apportioned and recognized based on a combination of the two in light of all the facts and circumstances related to each transaction.two. Moreover, the software and services revenue recognition rules are complex and dynamic.
If we fail to accurately apply these complex rules and policies, particularly to new and unique products or services offerings, we may incorrectly report revenues in one or more reporting periods. If this were to occur and the error was material, we may be required to restate our financial statements,periods, which could materially and adversely impact our results for the affected periods, cause our stock price to decline, and result in securities class actions or other similar litigation.
Investment
g. Lower than expected market acceptance of our products, price competition and other price changes would negatively impact our business.

If the market does not accept our products, particularly our new product offerings on which we are relying for future revenues, such as product offerings for platform software, new hardware products and cloud-based delivery, our business and operating results could be harmed. Further, revenues relating to new product offerings are unpredictable and new products typically have lower gross margins for a period of time after their introduction and higher marketing and sales costs. As we introduce new products, they could increasingly become a higher percentage of our revenues. Our profitability could also be negatively affected in the future as a result of continuing competitive price pressures in the sale of UC&C solutions equipment and UC platform products. Further, in the past we have reduced prices in order to expand the market for our products, and in the future, we may further reduce prices, introduce new products that carry lower margins in order to expand the market or stimulate demand for our products, or discontinue existing products as a means of stimulating growth in a new product.

Finally, if we do not fully anticipate, understand and fulfill the needs of end-user customers in the vertical markets that we serve, we may not be able to fully capitalize on product sales into those markets and our revenues may, accordingly, fail to grow as anticipated or may be adversely impacted. We face similar risks as we expand and focus our business strategieson the SMB and acquisitionsservice provider markets. In light of COVID-19, there are disruptiveshifts in end user needs, including for example, increased work from home, telemedicine, tele-education, and other remote services that are exacerbated in a pandemic, which may present opportunities for growth. However, if we fail to take advantage of such changes and they impact our products, we may risk missing a critical market shift.

6. Failure to adequately service and support our product offerings, or a decline in demand for our service offerings, could harm our results of operations.

In some instances, the complexity of our products and associated technologies has increased the need for enhanced product warranty and service capabilities, including integration services, which may require us to develop or acquire additional advanced service capabilities and make additional investments. If we cannot adequately develop and train our internal support organization or maintain our relationships with our outside technical support providers, it could adversely affect our business.

In addition, sales of our immersive telepresence solutions are complex sales transactions, and the end-user customer may purchase an enhanced level of support service from us to ensure that its significant investment can be fully operational and realized. This requires us to provide advanced services and project management in terms of resources and technical
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knowledge of the customer’s telecommunication network. If we are unable to provide the proper level of support on a cost-efficient basis, it may cause damage to our reputation in this market and may presentharm our business and results of operations.

In other instances, however, we are introducing new generation, less complex, product solutions, as companies shift from on premises to work from home options for their workforce. This shift in work environment has resulted in a decreased demand for our professional, installation and managed service offerings, which typically cater to on premises enterprise businesses. If we continue to experience a decline in our service offerings, our gross margins will experience downward pressure.

Additionally, we have invested and continue to invest in product management, analytics and personal device service offerings, such as Poly Lens and Poly+, to grow revenue, improve gross margins and drive increased profitability. Our future growth and profitability are tied to our ability to successfully bring to market these new and innovative services offerings, including cloud management and insights solutions. We are investing significant time, resources and money into our services offerings without expectation that they will provide material revenue in the near term and without any assurance they will succeed. Moreover, we expect that as we continue to explore, develop and refine new offerings they will continue to evolve, may not generate sufficient interest by end customers, may create channel conflicts with our existing hardware distribution partners, and we may be unable to compete effectively, generate significant revenues or achieve or maintain acceptable levels of profitability.

Additionally, our experience with cloud services offerings is limited. We are also substantively reliant on third-party service providers for significant aspects of our offerings and over whom we have little or no market power regarding pricing, support, service levels and compliance. If we do not successfully execute our cloud strategy or anticipate the needs of our customers, our credibility as a cloud services provider could be questioned and our prospects for future revenue growth and profitability may never materialize.

Moreover, if our new and evolving business model offerings achieve market acceptance, differences in revenue recognition treatment may cause short-term revenue declines or increase expenditures for operational, administrative and technical support. Accordingly, if we fail to successfully launch, manage and maintain our new and evolving services offerings future revenue growth and profitability may be limited and our business significantly harmed.

7. We face risks related to our dependence on channel partners and strategic partners to sell our products.

a.We rely on third parties to sell and distribute our products. Disruption of our relationship with these channel partners and/or our failure to manage our channel inventory, could adversely affect our business, results of operations, operating cash flows and financial condition.

We sell our products through a global network of distributors and channel partners, including value-added resellers, integrators, direct marketing resellers, service providers, wireless carriers as well as through both traditional and online retailers and e-commerce channels. The impact of economic conditions, labor issues, natural disasters, regional or global pandemics, evolving customer preferences, and purchasing patterns on our distribution partners, or competition between our sales channels, could result in sales channel disruption.

Additionally, any loss of a major partner or distribution channel or other channel disruption, including continued consolidation of our distributors, could make us more dependent on alternate channels, could increase pricing and promotional pressures from other partners and distribution channels, increase our marketing costs, adversely impact buying and inventory patterns, payment terms or other contractual terms, sell-through or delivery of our products to consumers, could curtail our routes-to-market, and damage our reputation, brand equity, market share and profitability. Our sales channel partners also sell products offered by our competitors, and if competitors offer our sales channel partners more favorable terms, have more products available to meet their needs, or utilize the leverage of broader product lines sold through the channel, then our sales channel partners may de-emphasize or decline to carry our products, which would adversely affect our business.

The Company must manage both Company-owned and channel inventory effectively, particularly with respect to sales to distributors, which involves forecasting demand, pricing challenges, and analyzing point of sales information regarding sales to resellers and end users that our channel partners provide. Our forecasts may not accurately predict demand, and distributors may increase orders during periods of product shortages or may request to cancel orders or delay orders in anticipation of new products. Distributors also may adjust their orders in response to the supply of our products and the products of our competitors and seasonal fluctuations in end-user demand. The Company’s reliance upon our global channel network may reduce our visibility into inventory quantities, demand and pricing trends, and therefore make forecasting more difficult. If we have excess or obsolete inventory, we may need to reduce our prices
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and write down inventory. In addition, factors in different markets may cause differential discounting between the geographies where our products are sold, which makes it difficult to achieve global consistency in pricing and creates the opportunity for "grey market" sales. Additionally, if our sales channel partners have excess inventory of our products or those of our competitors, or decide to decrease their inventories for any reason, then they may decrease the amount of products they acquire in subsequent periods, causing disruption in our business and adversely affecting our forecasts and sales.

In addition, current and future restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, key shipping lanes, including the most recent blockage of the Panama Canal due to the running aground of a large shipping container, and/or increased border controls or closures, may also impact our ability to meet customer demand and could materially adversely affect us. Our customers and channel partners have also experienced, and may continue to experience, disruptions in their operations including as a result of COVID-19, which can result in delayed, reduced, or canceled orders, and increased collection risks, and which may adversely affect our results of operations.

b. Our strategic partnerships with companies may not yield the desired results which could harm our business.

We are focusing on our strategic partnerships and alliances with traditional partners like Microsoft and Zoom and new partners, such as Google and others. Defining, managing and developing these partnerships is expensive and time-consuming and may not yield the desired results, impacting our ability to effectively compete in the market and to take advantage of anticipated future market growth. Because our products are platform agnostic and therefore intended to perform across multiple platforms, certain of our channel partners and strategic alliance partners may perceive conflicts in our business placing one strategic alliance partner versus another.

In addition, as we enter into agreements with these strategic partners to enable us to continue to expand our relationships with these partners, we may undertake additional obligations, such as development efforts and product certifications to our partner’s standards or requirements, which could trigger unintended penalty or other provisions in the event that we fail to fully perform our contractual commitments or could result in additional costs beyond those that are planned in order to meet these contractual obligations. We are reliant on certain strategic alliances to certify our products to work on their platform, which they withhold if we are unable to meet the time frames required, or if our competitors have certifications for competitive products for which we are not yet certified, our revenues and results of operations would be negatively impacted.

Moreover, we are investing in personnel and initiatives to grow our prosumer business, with offerings directly from our online platform and indirectly through third-party marketplaces, such as Amazon. If we are unable to build relationships with new channel partners and adapt to new distribution and marketing models, or if we fail to build product adoption with our targeted customer base, we could experience an adverse impact on our results of operations and financial condition.

c. Conflicts between our channel partners and strategic partners and us or between or among them could arise which could harm our business.

Some of our current and future products are directly competitive with the products sold by both our channel and strategic partners. For example, Cisco, Amazon, Google and Microsoft, have developed or may develop and offer, their own data integration solutions and some of these partners are currently, and others may in the future become, competitors. These strategic partners are among the largest and most well capitalized companies in the world and may have significant competitive advantages over us, including greater name recognition, larger customer bases, and greater financial, technical, marketing, public relations, sales, distribution and other resources than us. Such competitors may be more likely to promote and sell their own solutions over our products and they may ultimately be able to transition customers onto their competing solutions, which could materially and adversely affect our revenues and growth. Further, such competitors may cease their relationships with us. As a result of these conflicts, there is the potential for our channel and strategic partners to compete head-to-head with us or to significantly reduce or eliminate their orders of our products or design our technology out of their products. Moreover, because the market for optimized telecommunication offerings is evolving to support a hybrid work environment, we expect additional competition from other established and emerging companies if this market continues to develop and expand. Increased competition from our strategic partners or from other companies that may in future decide to enter and compete in our market may significantly adversely impact our financial performance.

Further, as a result of our increased efforts to sell through a direct sales model, we may alienate some of our channel partners or cause a shift in product sales from our traditional channel model. Due to these and other factors, channel
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conflicts could arise which cause channel partners to devote resources to the communications equipment and services of competitors, which would negatively affect our business and results of operations.


In addition, some of our products are reliant on strategic partnerships with call management providers and wireless UC&C platform providers. These partnerships result in interoperable features between products to deliver a total solution to our mutual end-user customers. Competition with our partners in all of the markets in which we operate is likely to increase, which would adversely affect our revenues and could potentially strain our existing relationships with these companies.

d. Changes to our channel partner programs or channel partner contracts may not be favorably received and as a result our channel partner relationships and results of operations may be negatively impacted.

Our channel partners are eligible to participate in various incentive programs, subject to their contractual arrangements with us. As part of these arrangements, we generally have the right to make changes in our programs and launch new programs as business conditions warrant. Further, from time to time, we may make changes to our channel partner contracts or realign our discount and rebate programs. Our channel partners may not be receptive to future changes, and we may not receive the positive benefits that we anticipate in making any program and contractual changes.

e. Termination of one or more contracts with our channel partners may harm our results of operations.

We cannot be certain as to future order levels from our channel partners. Our channel partner contracts typically provide for the right of termination for convenience by the channel partner. In the event of a termination of one of our major channel partners, we believe that the end-user customer would likely purchase from another one of our channel partners, but if this did not occur and we were unable to rapidly replace that revenue source, its loss would harm our results of operations.

f. Our channel partners are impacted by changes in customer purchasing preferences, which may negatively impact our traditional sales channels or the prices at which we may sell our products.

It is becoming easier for small online sellers of certain product categories to enter the market unburdened with physical locations, employees and support personnel which can force our larger traditional brick and mortar resellers to reduce their selling prices. In turn, our traditional resellers may demand lower selling prices from us, more cooperative and marketing incentives, reduce their sales support needed to maintain our premium brand image, discontinue carrying our products and other similar adverse actions. As we expand our service offerings, many of our historical channel partners may be unwilling or unable to market our services forcing us to establish new or different relationships. Further, increased competition among resellers may cause some of our resellers and partners to experience financial difficulties or force them to shut down, decreasing our channels to market. The inability to establish or maintain successful relationships with distributors, OEMs, retailers, and telephony service providers or to maintain quality distribution channels and sales models could negatively affect our business, financial condition, or results of operations.

g. We are subject to risks associated with our channel partners’ sales reporting, product inventories and product sell-through.

We sell a significant amount of our products to channel partners who maintain their own inventory of our products for sale to resellers and end-users. Our revenue forecasts associated with products stocked by some of our channel partners are based largely on point of sale information regarding their sales to resellers and end users that our channel partners provide to us. To the extent that this sales-out and channel inventory data is inaccurate or not received timely, or if our channel partners fail to provide such data at all, our revenue forecasts for future periods may be less reliable. Further, if these channel partners are unable to sell an adequate amount of their inventory of our products in a given quarter or if channel partners decide to decrease their inventories for any reason, such as a recurrence of global economic uncertainty and downturn in technology spending, the volume of our sales to these channel partners and our revenues could be negatively affected. In addition, we also face the risk that some of our channel partners have inventory levels in excess of future anticipated sales. If such sales do not occur in the time frame anticipated by these channel partners for any reason, these channel partners may substantially decrease the amount of product they order from us in subsequent periods, or product returns may exceed historical or predicted levels, which would harm our business and create unexpected variations in our financial results.

h. We are subject to risks associated with the success of the businesses of our channel partners.

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Some of our channel partners that carry our products, and from whom we derive significant revenues, are thinly capitalized. Although we perform ongoing evaluations of their creditworthiness, the failure of these businesses to establish and sustain profitability, obtain financing or adequately fund capital expenditures could have a significant negative effect on our future revenue levels and profitability and our ability to collect our receivables. In addition, global economic uncertainty, including uncertainty created by the impact of COVID-19, reductions in technology spending in the United States and other countries, and periodic ongoing challenges in the financial services industry have in the past restricted, and may again in the future restrict the availability of capital which may delay collections from our channel partners beyond our historical experience or may cause companies to file for bankruptcy, jeopardizing the collectability of our receivables from such channel partners and negatively impacting our future results.

i. If our channel partners fail to comply with laws or standards, our business could be harmed.

We require our channel partners to meet certain standards of conduct and to comply with applicable laws, such as global anti-corruption, anti-bribery, and import and export control laws. Noncompliance with standards or laws could harm our reputation and could result in termination of the channel partner and/or fines, penalties, injunctions, or other harm to our business and results of operations were we to become involved in an investigation due to non-compliance by a channel partner.

8. Delays or loss of government contracts or failure to obtain or maintain required government certifications could have a material adverse effect on our business.

We sell our products both directly and indirectly and provide services to governmental entities in accordance with certain regulated contractual arrangements. While reporting and compliance with government contracts is both our responsibility and the responsibility of our partners, a lack of reporting or compliance by us or our partners could have an impact on the sales of our products to government agencies. Further, the United States federal government has certain certification and product requirements for products sold to them. If we are unable to meet or maintain applicable certification or other requirements specified by the United States federal government or to do so within the time frames required, or if our competitors have certifications for competitive products for which we are not yet certified, our revenues and results of operations would be adversely impacted.

9. Our operating results are difficult to predict, they could fluctuate, and our stock price could become more volatile and your investment could lose value.

Our stock price is subject to speculation by analysts and in the press, changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock, changes in or announcements regarding our forecasts and guidance, our credit ratings, market trends unrelated to our performance, and sales of our common stock by us, our officers or directors or unaffiliated third-party investors, particularly considering the concentrated ownership of our common stock, that may limit the ability for investors to acquire or sell meaningful quantities of our stock or cause speculation as to the acquisition or sale of our stock. As we experienced in the prior fiscal year, a drop in our stock price exposed us to a securities class action lawsuit, which has resulted in substantial costs and diversion of management’s attention and resources. We may experience further derivative lawsuits arising from the claims in the class action case. Moreover, if we in the future experience a significant drop in our stock price, we again may be exposed to further securities class action lawsuits, which could negatively affect our business.

Given the nature of the markets in which we compete, our revenues and profitability vary from quarter to quarter and are difficult to predict for many reasons, including the following: fluctuating optimal inventory levels; variations in the volume and timing of orders received during each quarter; our ability to execute on our strategic and operating plans; shifts in the timing, size and types of products ordered, as well as the mix of products and services, and the geographic locations of the customers placing orders, any of which could impact gross margins depending on the various margins of the products and services ordered and foreign currency exchange rates on both revenues and expenses; the timing of customers' sales promotions and campaigns or variations in sales rates by our channel partner customers to their customers; changes to our channel partner programs, contracts, pricing and go to market strategies that could result in a reduction in the number of channel partners, adversely impact our revenues and gross margins as we realign our discount and rebate programs for our channels, or cause more of our channel partners to add our competitors’ products to their portfolios; the timing of large end customer deployments, including UC&C infrastructure; the timing and market acceptance of new product introductions by us and our competitors and obsolescence or discontinuance of existing products; competition, including pricing pressure, product features and functionality, by us, our competitors or our customers; the level and mix of inventory that we hold to meet future demand; changes to our global organization and retention of or changes in key personnel; changes in effective tax rates which are difficult to predict due to, among other things, the timing and geographical mix of our earnings, the
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outcome of current or future tax audits and potential new rules and regulations; failure to timely introduce new products within projected costs and reduce costs as production increases; changes in technology and desired product features, including whether those changes occur as and when anticipated; general economic conditions in the U.S. and our international markets, including foreign currency fluctuations; customer cancellations and rescheduling; misalignment between supply chain ordering and demand by customers and systems to forecast demand; the impact of changing costs of freight and components used in the manufacturing of our products and the potential negative impact on our gross margins; investments in and the costs associated with strategic initiatives; changes in the underlying factors and assumptions used in determining stock-based compensation; changes in accounting rules or their interpretation; and other factors beyond our control, including popular uprisings, terrorism, war, natural disasters, and diseases, including COVID-19. As a result of these and potentially other factors, we believe that period-to-period comparisons of our historical results of operations are not necessarily a good predictor of our future performance. If our future operating results are below the expectations of stock market securities analysts or investors, or below any financial guidance we may provide to the market, our stock price may decline. Financial guidance beyond the current quarter is inherently subject to greater risk and uncertainty, and if the transitions in our markets accelerate, our ability to forecast becomes more difficult.

Moreover, our industry is characterized by rapid technological changes, evolving industry standards, frequent new product introductions, short-term customer commitments, decreasing product life cycles, and changes in demand. Production levels are generally forecasted based on customer forecasts, which is dynamic, and to some extent historic product demand and we often place orders with suppliers for materials, components and sub-assemblies (“materials and components”) as well as finished products many weeks in advance of projected customer orders. Actual customer demand depends on many factors and may vary significantly from forecasts. We may lose opportunities to increase revenues and profits and may incur increased costs and penalties including expedited shipping fees and late delivery penalties if we underestimate customer demand.

10. Our failure to effectively enhance and develop our sales strategy and sales force, may harm our revenues and financial outcomes as a result.

a.The Company is substantially dependent on our sales force to effectively execute our sales, pricing and business strategies.

The Company believes that there is significant competition for skilled sales personnel with technical knowledge. Our ability to grow our business depends on our success in recruiting, training, and retaining sales personnel to support the Company. We periodically adjust our sales organization and our compensation programs to optimize our sales operations, to increase revenue, and to support our business model. If we have not structured our sales organization or compensation for our sales personnel in a way that properly supports our Company’s objectives, or if we fail to make changes in a timely fashion or do not effectively manage changes, the Company’s performance could be adversely affected.

b. We have a number of large customers with substantial market power whose ability to demand pricing and promotion concessions as well as other unfavorable terms makes sales forecasting difficult which can harm our profitability.

Many customers with whom we conduct business are quite large with substantial buying power or who have strategic importance to our product marketing objectives. Many use their buying power or strategic importance to mandate terms and conditions favorable to them to conduct business, including unfavorable payment terms. If our compliance with these or similar future provisions are incorrect or inadequate, we could be liable for breach of contract damages or our reputation with one or more key customers could be harmed, either of which could have an adverse effect on our financial condition or results of operations.

c. A significant amount of our revenues are generated, and the majority of our product manufacturing and packaging occurs, internationally, which subjects our business to risks of international sales, operations and trade.

International sales and manufacturing, marketing and sales expenses represent a significant portion of our revenues and operating expenses. In fiscal year 2021, revenues derived from sales outside of the U.S. represented approximately 57% of our total revenues. International sales and operations are subject to certain inherent risks, which would be amplified if our international business grows as anticipated, including the following: recent economic sanctions imposed, and the potential for additional economic sanctions, by the United States as well as the actual and threatened retaliatory responses by impacted nations, some of which may affect or materially delay our ability to import or sell all or a portion of our products into impacted countries; adverse economic conditions in international markets, such as the restricted credit environment and sovereign credit concerns in E&A and reduced government spending and elongated sales cycles; information technology security, environmental and trade protection measures and other legal, regulatory
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and compliance obligations, some of which may result in fines, penalties and other legal sanctions or affect our ability to import our products, to export our products from, or sell our products in various countries where we are deemed to be in violation of our legal or contractual obligations; the impact of government-led initiatives to encourage the purchase of products from domestic vendors or discourage relationships with certain entities, which can affect the willingness of customers or partners to purchase products from, or collaborate to promote interoperability of products with, companies headquartered in the United States; unstable or uncertain political and economic situations such as the United Kingdom’s decision to leave the European Union commonly referred to as Brexit; the impact of changes in our international operations, including changes in key personnel; compliance with global anti-corruption laws such at the United States’ Foreign Corrupt Practices Act and United Kingdom’s Bribery Act, which may be exacerbated by cultural differences in the conduct of business in various regions; foreign currency exchange rate fluctuations, including the recent volatility of the U.S. dollar, and the impact of our underlying hedging programs; reduced intellectual property rights protections in some countries; unexpected changes in regulatory requirements and tariffs; longer payment cycles, greater difficulty in accounts receivable collection and longer collection periods; and changes in tax law or interpretations thereof that could lead to potentially adverse tax consequences, such as legislation on revenue and expense allocations and transfer pricing among the Company’s subsidiaries.

Furthermore, revenues derived from sales outside of the U.S. may fluctuate as a percentage of total revenues in the future as we introduce new products. These fluctuations primarily are the result of our practice of introducing new products in North America first and the additional time and costs required for product homologation and regulatory approvals of new products in international markets. To the extent we are unable to expand international sales in a timely and cost-effective manner, or maintain or meet current international market demand or increase such demand for our products, our business could be harmed.

11. We are subject to a variety of laws and regulations relating to the import and export of our product and service offerings. Any failure to comply with such regulations could result in governmental enforcement actions, fines, penalties, or other remedies, which could have a material adverse effect on our business, results of operations, and financial condition.

A significant portion of the products we sell is originally manufactured in countries other than the United States. International trade disputes that result in tariffs and other protectionist measures could adversely affect our business, including disruption in and cost increases for sourcing our merchandise and increased uncertainties in planning our sourcing strategies and forecasting our margins.

Importing and exporting has involved more risk since the beginning of 2018, as there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several United States and foreign leaders regarding tariffs against foreign imports of certain materials. For example, the U.S. government imposed significant tariffs on China related to the importation of certain product categories following the U.S. Trade Representative’s Section 301 investigation. Export of our product and service offerings also are subject to various export control regulations and may require a license from the U.S. Department of State, the U.S. Department of Commerce, or the U.S. Department of the Treasury. In addition, effective June 29, 2020, the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) published regulations tightening export controls on China, Russia and Venezuela with respect to goods, software and technology, including increasing the licensing requirements and due diligence expectations that apply to trade with, China, Russia and Venezuela under the U.S. Export Administration Regulations (“EAR”) when “military end users” or “military end uses” are involved. This rule expands the scope of the licensing requirement by redefining “military end use” more broadly and by increasing the number of products subject to the restriction. We anticipate that this expanded military end use restriction will have a significant impact on trade with China and increase associated export control compliance burdens, costs and risks associated with such compliance. Moreover, it is possible that the U.S. government may take further measures in the future to impose stricter export controls on items destined for China and other countries outside of the U.S. or impose additional duties on shipments made from such countries. The U.S. government also may add additional parties to the Entity List, which could harm our business, increase the cost of conducting our operations in countries outside of the U.S., particularly China, or result in retaliatory actions against U.S. interests. In addition, the U.S. government has exercised additional trade-related powers in a manner that could have a material adverse impact on our business, financial condition or results of operations. For example, on May 15, 2019, then-President Trump issued an executive order that invoked national emergency economic powers to implement a framework to regulate the acquisition or transfer of information communications technology in transactions that imposed undue national security risks. The executive order was subject to implementation by the Secretary of Commerce and purports to apply to contracts entered into prior to the effective date of the order. On January 19, 2021, the U.S. Department of Commerce published interim final rules in the Federal Register, subject to public notice and comment, which purport to permit the Department of Commerce to investigate transactions involving the use of information communications technology products or services provided by persons owned or controlled by certain nations, including China, and potentially to modify or prohibit those transactions. In addition, the White House, the Department of Commerce and other executive branch agencies have implemented additional restrictions and may
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implement still further restrictions that would affect conducting business with certain Chinese companies. We cannot predict whether these recent rules and restrictions will be implemented and acted upon by the Biden administration, modified, overturned or vacated by legal action. Although we continue to work with our vendors to mitigate our exposure to current or potential tariffs, there can be no assurance that we will be able to offset any increased costs.

Additionally, certain of our product and service offerings require us to comply with the U.S. Export Administration Regulations, and the sanctions, regulations, and embargoes administered by the Office of Foreign Assets Control ("OFAC"). Any changes in these export regulations may further restrict the export of our products and/or services, and we may cease to be able to procure export licenses for our products and/or services under existing regulations. This area remains fluid in terms of regulatory developments. Should we need an export license under existing regulations, the length of time required by the licensing process can vary, potentially delaying the shipment of products and the recognition of the corresponding revenue. We have no control over the time it takes to process an export license. Any restriction on the export of a significant product line or a significant amount of our products could cause a significant reduction in revenue.

We have invested,discovered in the past, and may discover in the future, willdeficiencies in our OFAC compliance programs. Although we continue to invest,enhance these compliance programs, we cannot assure that any such enhancements will ensure that we are in newcompliance with applicable laws and regulations at all times, or that applicable authorities will not raise compliance concerns or perform audits to confirm our compliance with applicable laws and regulations. Any failure by us to comply with applicable laws and regulations could result in governmental enforcement actions, fines or penalties, criminal and/or civil proceedings, or other remedies, any of which could have a material adverse effect on our business, strategiesresults of operations, and/or financial condition.

Government policies on international trade and acquisitions. Such endeavorsinvestments such as import quotas, capital controls, taxes or tariffs, whether adopted by individual governments or regional trade blocs, can delay or prohibit the import or export of our products, affect demand for our products and acquisitions will involve significant risksservices, impact the competitiveness of our products or prevent us from manufacturing or selling products in certain countries.

The implementation of more restrictive trade policies, including the imposition of tariffs, the imposition of more restrictive trade compliance measures, or the renegotiation of existing trade agreements by the U.S. or by countries where we sell our products and uncertaintiesservices or procure supplies and other materials incorporated into our products, including in connection with the U.S. and Mexico border crisis, the increasing trade tensions and tariffs with China and Chinese threats of retaliation, and the U.K.'s withdrawal from the EU, could adversely affect our business. Any failure to comply with such regulations could result in governmental enforcement actions, fines, penalties, or other remedies, which could have a material adverse effect on our business, results of operations, and financial condition.

12. Changes in our management may include:cause uncertainty in, or be disruptive to, our business. certain of our directors and management team members have been with us in those capacities for only a short time.


DistractionThe Company’s success depends upon the continued services of management from current operations;
Greater than expected liabilitiesexecutive officers and expenses;
Inadequate return on capital;
Insufficient sales and marketing expertise requiring costly and time-consuming development and training of internal sales and marketingother key personnel, as well as its ability to effectively transition to their successors. We have experienced significant changes in our senior leadership this fiscal year, including the appointment of a new Chief Executive Officer, Chief Legal Officer, Chief Supply Chain Officer, and existing distribution channels;Vice President of Corporate Strategy, and established new positions reporting to the CEO, including a Senior Vice President of Public Affairs and a Chief Transformation Officer. Additionally, in FY 2021, one of our directors resigned as a result of the sale by Siris Capital Group, LLC of its holdings in our stock, and another director retired. We hired one new director in FY2021. Although we have endeavored to implement any management and director transition in a non-disruptive manner, such transitions might impact our business, and give rise to uncertainty among our customers, investors, vendors, employees and others concerning our future direction and performance, which may materially and adversely affect our business, financial condition, results of operations and cash flows, and our ability to execute our business model.
Prohibitive
In addition, because certain members of our management and Board have served in their respective capacities for only limited durations, we face the additional risks that these persons have limited familiarity with our past practices, our business and our industry and lack established track records in managing our business strategy.

In addition, the Company has recently experienced turnover in other key leadership roles. Any future changes to the executive management team, including hires or ineffectivedepartures, could cause further disruption to the business and have a negative impact on operating performance, while these operational areas are in transition. The Company can provide no assurance that it will find suitable successors to key roles as transitions occur or that any identified successor will be successfully integrated into its management team.

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We also believe that our future success will depend in large part upon our ability to attract, motivate and retain highly skilled technical, management, sales, and marketing personnel. Competition for such personnel is intense and the salary, benefits and other costs to employ the right personnel may make it difficult to achieve our financial goals. Consequently, we may not be successful in attracting, motivating and retaining such personnel, and our failure to do so could have a negative effect on our business, operating results, or financial condition.

13. Business interruptions due to manmade or natural disasters, or other significant disruptions in, or breaches in security of, our products, our website or information technology systems, including breaches of technology systems of our third-party suppliers, could adversely affect our business operations.

a.Factors or events outside of our control including, without limitation, war, terrorism, public health issues, natural disasters, or other business interruptions, whether in the U.S. or abroad, have caused or could cause damage or disruption to international commerce by creating economic and political uncertainties that may have a strong negative impact on the global economy, us, and our suppliers or customers.

Our major business operations and those of many of our vendors and their sub-suppliers are subject to interruption by disasters, including, without limitation, earthquakes, floods, and volcanic eruptions or other natural or manmade disasters, fire, power shortages, terrorist attacks and other hostile acts, public health issues, flu or similar epidemics or pandemics, and other events beyond our control and the control of our suppliers.

Our corporate headquarters are located in Northern California, a region known for seismic activity. A significant natural disaster, such as an earthquake, a fire (such as the recent extensive wildfires in California), localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages, could cause a significant interruption in our business, damage or destroy our facilities and cause us to incur significant costs, any of which could harm our business, financial condition and results of operations. While we are partially insured for earthquake-related losses or floods, our operating results and financial condition could be materially affected in the event of a major earthquake or other natural or manmade disaster as the insurance we maintain against fires, earthquakes and other natural disasters may not be adequate to cover losses in any particular case.

In the case of our managed services business, any circuit failure or downtime could affect a significant portion of our customers. Since our ability to attract and retain customers depends on our ability to provide customers with highly reliable service, even minor interruptions could harm our reputation, require that we incur additional expense to acquire alternative telecommunications capacity, or cause us to miss contractual obligations, which could have a material adverse effect on our operating results and our business.

Our website is an important presentation of our company, identity and brands and an important means of interaction with and source of information for our channel partners and end user customers alike. We also rely on our centralized information technology systems for product-related information and to store intellectual property, rightsforecast our business, maintain financial records, manage operations and inventory, and operate other critical functions. The secure maintenance of this information and technology is critical to our business operations. We have implemented multiple layers of security measures designed to protect the confidentiality, integrity, availability and privacy of this data and the systems and devices that store and transmit such data. We utilize current security technologies, and our defenses are monitored and routinely tested internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities and advanced new attacks against information systems create risk of cybersecurity incidents. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or protections;
Unknown market expectations regarding pricing, branding andsensitive information, corrupting data, or causing operational and logistical levelsdisruption. For example, in December 2020, SolarWinds Worldwide, LLC, which provides network management software, notified its customers that a recent update to one of support;
Uncertain tax, legal and other regulatory compliance obligations and consequences;
New and complexits products contained data collection maintenance,malware that had also been distributed to thousands of its other customers, including federal, state and local government agencies, educational institutions and several private companies and governments around the world. While we do not believe we were affected by this incident, similar incidents or breaches could occur to us directly or indirectly through our vendors. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may be unable to anticipate these incidents or techniques, timely discover them, or implement adequate preventative measures.

In addition, in the event that our or our service providers’ information technology systems or manufacturing or logistics abilities are hindered by any of the events discussed above, shipments could be delayed, resulting in missed financial targets, such as revenue and shipment targets, for a particular quarter.

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b. Cyber attacks on our networks, actual or perceived security vulnerabilities in our products and services, physical intrusion into our facilities, and loss of critical data and proprietary information could have a material negative impact on our business and results of operations.

There are numerous and evolving security risks, including cybersecurity and privacy, criminal hackers, state-sponsored intrusions, industrial espionage, employee malfeasance, cyber intrusion on the tools that we use in the performance of our business, and human or technological error. Computer hackers and others routinely attempt to breach the security of technology products, services, and systems such as ours, and those of customers, partners, third-parties’ contractors and vendors, and some of those attempts may be successful. We are not immune to these types of intrusions.

Our products, services, network systems, and servers For example, our customers can use certain of our product offerings that provide product management and analytics, such as Poly Lens, that collect, use, and store certain PII regarding a variety of individuals in connection with their operations. Our customers rely on our technologies for the secure transmission of such sensitive and confidential information in the conduct of their business. We are also subject to existing and proposed laws and regulations, as well as government policies and practices, related to cybersecurity, privacy and security requirements;data protection worldwide. National, state, and
Other unidentified issues not discovered local governments and agencies in our investigations and evaluations.

We have announced and are exploring new service offerings including software-as-a-service, device-as-a-service and Soundscaping. Although, elements of each of these services are founded on intellectual property or one or more areasthe countries in which we believe weor our customers operate have expertise, they remain complex undertakings different in material respectsadopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, transfer, processing, protection, and disclosure of PII obtained from individuals. Privacy and data protection laws are particularly stringent, and the costs of compliance with and other burdens imposed by such laws, regulations, and standards, or any alleged or actual violation, may limit the use and adoption of our historical hardware design, developmentproducts and sales model. For example, although software-as-a-service has become a familiar business model generally, recurring revenue subscription services are newservices. Further, complying with privacy laws, regulations, or other obligations relating to privacy, data protection, or information security have caused and will continue to cause us and involve unique development, accounting and support requirements. Moreover, device-as-a-service and Soundscaping are not nearly as well accepted or understood generally. Device-as-a-service in particular involves significant up-frontto incur substantial operational costs limited product recovery options and may require us to periodically modify our data handling practices. Moreover, compliance may impact demand for our offerings and force us to bear the burden of more onerous obligations in our contracts. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise impact our business, financial condition and operating results.

Although we take physical and cybersecurity seriously and devote significant salesresources and marketing educational campaigns both internallydeploy protective network security tools and throughoutdevices, data encryption and other security measures to prevent unwanted intrusions and to protect our distribution channels. Furthermore, eachsystems, products and data, we have and will continue to experience attacks of these services remainvarying degrees in the early stagesconduct of developmentour business. Cyber attackers tend to target the most popular products, services and require significant additional time, efforttechnology companies, which can include our products, services or networks. As a result, our network is subject to unauthorized access, viruses, embedded malware and costsother malicious software programs. In addition, outside parties may attempt to develop before their likelihood of market success can be determined with any degree of certainty.

Additionally,fraudulently induce employees or customers to disclose information in order to supportgain access to our employee, vendor or furthercustomer data. Unauthorized access to our newnetwork, data or systems could result in disclosure, modification, misuse, loss, or destruction of company, employee, customer, or other third-party data or systems, the theft of sensitive or confidential data including intellectual property and business and personal information, system disruptions, access to our financial reporting systems, operational interruptions, product or shipment disruptions or delays, and delays in or cessation of the services offerings,we offer.

Any breaches or unauthorized access could ultimately result in significant legal and financial exposure, litigation, regulatory and enforcement action, and loss of valuable company intellectual property. Affected parties or government authorities could initiate legal or regulatory actions against us in connection with any security breaches or improper disclosure of data, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Such breaches could also cause damage to our reputation, impact the market’s perception of us and of the products and services that we offer, and cause an overall loss of confidence in the security of our products and services, resulting in a negative impact on our business, revenues and results of operations, as well as customer attrition.

In addition, the cost and operational consequences of investigating, remediating, eliminating and putting in place additional information technology tools and devices designed to prevent actual or perceived security breaches, as well as the costs to comply with any notification obligations resulting from such a breach, could be significant and impact margins. Further, due to the growing sophistication of the techniques used to obtain unauthorized access to or to sabotage networks, systems, or our products, which change frequently and often are not detected immediately by existing anti-virus and other detection tools, we may decidebe unable to anticipate these techniques or to implement adequate preventative measures. We can make investmentsno assurance that we will be able to detect, prevent, timely and adequately address or acquisitions,mitigate such cyber attacks or security breaches.

c. Our ability to process purchase orders and ship products in a timely manner depends on our information technology (IT) systems and performance of the systems and processes of third parties such as our suppliers, manufacturers, customers or other partners, as well as the interfaces between our systems and the systems of such third parties.
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Some of our business processes depend upon our IT systems, the systems and processes of third parties, and the interfaces of our systems with the systems of third parties. For example, our order entry system feeds information into the systems of our manufacturing systems, which enables us and our supply chain to build and ship products. If these systems fail or are interrupted, our processes may operate at a diminished level or not at all. This could negatively impact our ability to ship products or otherwise operate our business, and our financial results could be harmed. Any systems failure or interruptions during the transition may impair communications with our manufacturers and customers, and, therefore, adversely affect our ability to build and ship our products. If our systems, the systems and processes of those third parties, or the interfaces between them experience delays or fail, our business processes and our ability to build and ship products could be impacted, and our financial results could be harmed.

14. Critical accounting estimates involve the use of judgements and if actual results vary from our estimates or assumptions underlying such estimates, our financial results could be negatively affected.

Our most critical accounting estimates are described in Management’s Discussion and Analysis found in Item 7 of this Annual Report on Form 10-K under the section entitled “Critical Accounting Estimates.” Because, by definition, these estimates and assumptions involve the use of judgment, our actual financial results may differ from these estimates. For example, we have assessed various accounting estimates and other matters, including through joint ventures. Depending onthose that require consideration of forecasted financial information, in context to the investments,unknown future impacts of COVID-19 using information that is reasonably available at this time. The accounting estimates and other matters we have assessed include, but are not limited to, goodwill and other long-lived assets, allowance for doubtful accounts, valuation allowances for tax assets, inventory and related reserves, including purchase commitments, and revenue recognition. As COVID-19 continues to develop, we may have limited or no management or operational control in the companies in which we invest or the acquisition may prove difficultmake changes to integrate into our existing operations or otherwise unsuccessful. Further, we may issue shares of our common stock in these transactions,estimates and judgments, which could result in dilutionmeaningful impacts to our stockholders.financial statements in future periods. If our estimates or assumptions underlying such contingencies and reserves prove incorrect, we may be required to record additional adjustments or losses relating to such matters, which would negatively affect our financial results.


We have a significant amount of goodwill and intangible assets on our Consolidated Balance Sheet as of April 3, 2021. Goodwill and intangible asset impairment analysis and measurement requires significant judgment on the part of management and may be impacted by a wide variety of factors, both within and beyond our control.

We are required to annually test goodwill to determine if impairment has occurred, either through a quantitative or qualitative analysis. Additionally, interim reviews must be performed whenever events or changes in circumstances indicate that impairment may have occurred. If the testing performed indicates that impairment has occurred, we failare required to anticipaterecord a non-cash impairment charge for the time, effortdifference between the carrying value of the goodwill and costthe implied fair value of the goodwill in the period the determination is made. Intangible assets with finite lives are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the related asset group may not be recoverable. Factors that may be considered when determining if the carrying value of our goodwill or intangible assets may not be recoverable include a significant decline in our expected future cash flows or a sustained, significant decline in our stock price and market capitalization.

In March 2020, we identified a triggering event which resulted in a non-cash impairment charge of $180 million relating to developthe Company’s Intangible Assets and maintain new business strategiesProperty, Plant, and acquisitions, we do not timely meet market expectations for commercial availability,Equipment related to long-lived assets in the Voice asset group, as well as a non-cash impairment charge of $484 million to Goodwill due to an overall decline in the Company’s earnings and sustained decrease in our servicestock price. If the factors triggering the impairment noted herein continue or worsen due to COVID-19 and support proves unreliable,other factors outside of the Company’s control, the Company may experience a further negative impact on its financial results as well as risks associated with our design and operation of internal controls.

15. We operate in multiple tax jurisdictions globally. Our corporate tax rate may increase or we may incur additional tax liabilities, and/or changes in applicable tax regulations and resolutions of tax disputes could negatively impact our cash flow, financial condition and results of operations.

We have significant operations in various tax jurisdictions throughout the world, and a substantial portion of our taxable income has historically been generated in jurisdictions outside of the U.S. Should there be changes in foreign tax laws that seek to impose withholding taxes on the repatriation of cash or increase foreign tax rates on overseas earnings our operating results could be materially adversely affected.

Various governmental tax authorities have recently increased their scrutiny of tax strategies employed by corporations and individuals. If U.S. or other foreign tax authorities change applicable tax laws or successfully challenge the manner in which our profits are unable to offer these services at acceptable profit margins,currently recognized, our existingoverall taxes could increase, and futureour business, cash flow, financial
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condition, and results of operations could be materially adversely affected. It is possible that tax authorities may disagree with certain positions we have taken and any adverse outcome of such a review or audit could have a negative effect on our financial position and operating results.



We are also subject to examination by the Internal Revenue Service ("IRS") and other tax authorities, including state revenue agencies and foreign governments. While we regularly assess the likelihood of favorable or unfavorable outcomes resulting from examinations by the IRS and other tax authorities to determine the adequacy of our provision for income taxes, there can be no assurance that the actual outcome resulting from these examinations will not materially adversely affect our financial condition and results of operations.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The changes included in the Tax Act are broad and complex. As rule making bodies and new legislation is enacted to interpret the Tax Act, these changes may adjust the estimates provided in this report. The changes may possibly be material, due to, among other things, the Treasury Department’s promulgation of regulations and guidance that interpret the Tax Act, corrective technical legislative amendments that may change the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. Another example is on November 12, 2019, in Altera Corp. v. Commissioner, the Ninth Circuit Court of Appeals denied Altera Corporation’s petition for rehearing en banc following the Ninth Circuit’s decision against Altera issued on June 7, 2019 (the “2019 Opinion”). Consistent with the 2019 Opinion and in conjunction with an IRS audit for the fiscal year ended March 2017, the Company has taken a charge for the Altera case and is fully reserved resulting in a higher year over year tax expense in fiscal year 2020.

In addition, it is uncertain how each country where we do business may react to the Tax Act. Moreover, the evolving global tax landscape accompanying the adoption and guidance associated with the Base Erosion and Profit Shifting reporting requirements (“BEPS") recommended by the G8, G20 and Organization for Economic Cooperation and Development ("OECD") may require us to make adjustments to our financial results. As these and other tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of these possible changes, it is difficult to assess whether the overall effect of these potential tax changes would be positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results.

Additionally, as a global enterprise, we cannot be certain of the tax outcome related to many transactions and calculations. Uncertainties arise as a consequence of positions taken regarding valuation of deferred tax assets, net operating loss carryforwards and tax credit carryforwards that maybe used in certain tax jurisdictions to offset future taxable income and reduce income taxes payable. Each quarter, we determine the probability that the deferred tax assets will be realized. This determination involves judgment and the use of significant estimates and assumptions, including historical operating results, expectations of future taxable income and tax planning strategies. Realization of net deferred tax assets ultimately depends on the existence of sufficient taxable income. If unfavorable changes in the financial outlook of our operations continue or increase, our financial position could be negatively impacted. On the basis of this evaluation, as of April 3, 2021, a valuation allowance against our U.S. federal and state deferred tax assets continues to be maintained for the year ended April 3, 2021.

16. Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes and our other debt instruments.

As a result of the Polycom Acquisition, we have a substantial amount of debt. As of April 3, 2021, we had $1,974.9 million of debt outstanding, which consisted of a $1,002.1 million term loan under our Credit Agreement and $972.8 million of outstanding senior notes, net of unamortized debt issuance costs.

On February 25, 2021, the company and Polycom entered into a purchase agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, as the representative of the several initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company agreed to sell, and subject to the terms and conditions set forth therein, the Initial Purchasers, jointly and severally, agreed to buy $500,000,000 aggregate principal amount of the Company’s 4.750% Senior Notes due 2029 (the “4.75% Senior Notes”). On March 4, 2021, the Company completed its private offering of $500 million aggregate principal amount of its 4.75% Senior Notes in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 4.75% Senior Notes were issued pursuant to an indenture (the “Indenture”), dated March 4, 2021, among the Company, the subsidiary guarantors party hereto from time to time and U.S. Bank National Association, as trustee. The Company will use the proceeds from the offering of the 4.75% Senior Notes, along with cash on hand, to fund the redemption in full of the Company’s outstanding 5.50% Senior Notes due 2023 (the “5.50% Senior Notes”) and to pay related fees and expenses in May 2021.
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Our ability to make scheduled payments or to refinance our obligations with respect to the notes and our other indebtedness under our Credit Agreement will depend on our financial and operating performance, which, in turn, is subject to prevailing economic and industry conditions and other factors, including the availability of financing in the banking and capital markets, beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations and other commitments, then we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital, or restructure or refinance our indebtedness. We may be unable to effect any of these actions on a timely basis, on commercially reasonable terms or at all, or these actions may be insufficient to meet our capital requirements. In addition, any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations. If we cannot make scheduled payments on our indebtedness, we will be in default and, as a result, our debt holders could declare all outstanding principal and interest to be due and payable, and we could be forced into bankruptcy or liquidation.

Our current debt under the Credit Agreement has a floating interest rate that is based on variable and unpredictable U.S. and international economic risks and uncertainties and an increase in interest rates may negatively impact our financial results. We enter into interest rate hedging transactions that reduce, but do not eliminate, the impact of unfavorable changes in interest rates. There is no guarantee that our hedging efforts will be effective or, if effective in one period will continue to remain effective in future periods.

Our Credit Agreement utilizes London Interbank Offered Rate (LIBOR) to calculate the amount of accrued interest on any borrowings. Regulators in certain jurisdictions including the United Kingdom and the United States have announced the desire to phase out the use of LIBOR by the end of 2021. The transition from LIBOR to a new replacement benchmark is uncertain at this time and the consequences of such developments cannot be entirely predicted, but could result in an increase in the cost of our borrowings under our existing credit facility and any future borrowings.

In addition, the mandatory debt repayment schedule of the Credit Agreement may negatively impact our cash position, further reduce our financial flexibility, and cause concerns with analysts and investors. Furthermore, any changes by rating agencies to our credit rating in connection with such indebtedness may negatively impact the value and liquidity of our debt and equity securities.
Should any of the risks referenced above or related risks occur, our operations and financial results may be materially negatively impacted.

17. Our ability to process purchase orders and ship products in a timely manner depends on our information technology (IT) systems and performance of the systems and processes of third parties such as our suppliers, manufacturers, customers or other partners, as well as the interfaces between our systems and the systems of such third parties.

Some of our business processes depend upon our IT systems, the systems and processes of third parties, and the interfaces of our systems with the systems of third parties. For example, our order entry system feeds information into the systems of our manufacturing systems, which enables us and our supply chain to build and ship products. If these systems fail or are interrupted, our processes may operate at a diminished level or not at all. This could negatively impact our ability to ship products or otherwise operate our business, and our financial results could be harmed. Any systems failure or interruptions during the transition may impair communications with our manufacturers and customers, and, therefore, adversely affect our ability to build and ship our products. If our systems, the systems and processes of those third parties, or the interfaces between them experience delays or fail, our business processes and our ability to build and ship products could be impacted, and our financial results could be harmed.

18. We are regularly subject to a wide variety of litigation, including commercial and employment litigation, patent infringement claims, as well as claims related to alleged defects in the design and use of our products.

a.We are regularly subject to a wide variety of litigation including claims, lawsuits, and other similar proceedings involving our business practices and products, including product liability claims, labor and employment claims, patent infringement claims, and commercial disputes.

The number and significance of these disputes and inquiries have increased as we have grown larger, our business has expanded in scope and geographic reach, and our products and services have increased in complexity. Such lawsuits are more specifically described in Part II, Item 8, Note 9 (Commitments and Contingencies) of this Annual Report on Form 10-K. Frequently, the outcome and impact of any claims, lawsuits, and other similar proceedings cannot be predicted with certainty. Moreover, regardless of the outcome such proceedings can have an adverse impact on us because of legal costs, diversion of management resources, and other factors. Determining reserves for our pending
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litigation is a complex, fact-intensive process that is subject to judgment. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders preventing us from offering certain products, or services, or requiring a change in our business practices in costly ways. Any of these consequences could materially harm our business.

b. Our intellectual property rights could be infringed on by others, and we may infringe on the intellectual property rights of others resulting in claims or lawsuits. Even if we prevail, claims and lawsuits are costly and time consuming to pursue or defend and may divert management's time from our business.others.

Our success depends in part on our ability to protect our copyrights, patents, trademarks, trade dress, trade secrets, and other intellectual property, including our rights to certain domain names. 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. Effective protection and enforcement of our intellectual property rights may not be available in every country in which our products and media properties are distributed to customers. The process of seeking intellectual property protection can be lengthy, expensive, and uncertain. Patents may not be issued in response to our applications, and any that may be issued may be invalidated, circumvented, or challenged by others. If we are required to enforce our intellectual property rights through litigation, the costs and diversion of management's attention could be substantial. Furthermore, we may be countersuedcounter-sued by an actual or alleged infringer if we attempt to enforce our intellectual property rights, which may materially increase our costs, divert management attention, and result in injunctive or financial damages being awarded against us. In addition, existing patents, copyright registrations, trademarks, trade secrets and domain names may not provide competitive advantages or be adequate to safeguard and maintain our rights. If it is not feasible or possible to obtain, enforce, or protect our intellectual property rights, our business, financial condition, and results of operations could be materially, adverselynegatively affected.

c. Patents, copyrights, trademarks, and trade secrets are owned by individuals or entitiesthird parties that may make claims or commence litigation based on allegations of infringement or other violations of intellectual property rights. These claims

Claims or allegations may relate to intellectual property that we develop or that is incorporated in the materials or components provided by one or more suppliers. As we have grown, intellectual property rights claims against us and our suppliers have increased along withincreased. There has also been a general trend of increasing intellectual property infringement claims against all corporations.corporations that make and sell products. Our products, technologies and the components and materials contained in our products may be subject to certain third-party claims and, regardless of the merits of the claim, intellectual property claims are often time-consuming and expensive to litigate, settle, or otherwise resolve. In addition,Many of our agreements with our distributors and resellers require us to indemnify them for certain third-party intellectual property infringement claims. To the extent claims against us or our suppliers are successful, we may have to pay substantial monetary damages or discontinue the manufacture and distribution of products that are found to be in violation of another party's rights. We also may have to obtain, or renew on less favorable terms, licenses to manufacture and distribute our products or materials or components included in those products, which may significantly increase our operating expenses. Moreover, many of our agreements with our distributors and resellers require us to indemnify them for certain third-party intellectual property infringement claims. Discharging our indemnity obligations may involve time-consuming and expensive litigation and result in substantial settlements or damages awards, our products being enjoined, and the loss of a distribution channel or retail partner, any of which may have a material adversenegative impact on our operating results.

19. We are subject to other legal and compliance risks that could have a material impact on our business..

a.In foreign countries where we have operations, there are risks that our employees, contractors or agents could engage in business practices prohibited by U.S. laws and regulations applicable to us, such as the Foreign Corrupt Practices Act, or the laws and regulations of other countries, such as the UK Bribery Act.

We maintain a global policy prohibiting such business practices and have in place a global anti-corruption compliance program designed to require compliance with, and uncover violations of, these laws and regulations. Nonetheless, we remain subject to risk that one or more of our employees, contractors or agents, including those located in or from countries where practices that may violate U.S. laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations. Any such violations, even if prohibited by our internal policies, could adversely affect our business or financial performance and our reputation.

b. We must comply with various regulatory requirements, and changes in or new regulatory requirements that may adversely impact our gross margins, reduce our ability to generate revenues if we are unable to comply, or decrease demand for our products if the actual or perceived technical quality of our products are negatively impacted.

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Our products must meet existing and new requirements set by regulatory authorities in each jurisdiction in which we sell them. For example, certain of our Enterprise products must meet local phone system standards. Certainstandards and certain of our wireless products must work within existing permitted radio frequency ranges. Moreover, competition for limited radio frequency bandwidth as a result of an increasing use of wireless products increases the risk of interference or diminished product performance. For instance, in the U.S. the increase in the number of products operating in the unlicensed 903-928 megahertz radio frequency range using significantly higher power than our wireless products and those of many other users of the unlicensed frequency range may cause our wireless products to experience interference which, if material, may harm our reputation and adversely affect our sales.

As regulations and local laws change, new regulations are enacted, and competition increases, we may need to modify our products to address those changes. Regulatory restrictions and competition may increasechanges, increasing the costs to design, manufacture, and sell our products, resulting in a decrease inand thereby decreasing our margins or a decrease in demand for our products if we attempt to pass along the costs. Regulations may also negatively affect our ability to procure or manufacture raw materials and components necessary for our products. Compliance with regulatory restrictions and bandwidth limitations may impact the actual or perceived technical quality and capabilities of our products, reducing their marketability. In addition, if the products we supply to various jurisdictions fail to comply with the applicable local or regional regulations, if our customers or merchants transfer products into unauthorized jurisdictions or our products interfere with the proper operation of other devices, we or consumersend users purchasing our products may be responsible for the damages that our products cause; thereby causing us to alter the performance of our products, pay substantial monetary damages or penalties, cause harm to our reputation, or cause us to suffer other adverse consequences.
Moreover, new regulations may negatively adversely affect our ability to procure or manufacture our products. For instance, requirements regarding our use of certain minerals, known as conflict minerals, in our products and the suppliers who provide those minerals, particularly from and around the Democratic Republic of Congo, could decrease the number of suppliers capable of supplying our needs for certain metals or we may be unable to conclusively verify the origins of all metals used in our products. We may suffer financial and reputational harm if customers require, and we are unable to deliver, certification that our products are conflict free.

We are regularly subject to a wide variety of litigation including commercial and employment litigation as well as claims related to alleged defects in the design and use of our products.

We are regularly subject to a wide variety of litigation including claims, lawsuits, and other similar proceedings involving our business practices and products including claims and disputes regarding product liability, labor and employment, and commercial matters. The number and significance of these claims and disputes have increased as our company has grown larger, our business has expanded in scope and geographic reach, and our products and services have increased in complexity.

For instance, the sales of our products expose us to product liability claims, including those alleging hearing loss. Additionally, our mobile headsets are used with mobile telephones and there has been public controversy over whether the radio frequency emissions from mobile phones are harmful to users of mobile phones. Likewise, research could establish a link between radio frequency emissions and corded or wireless headsets or we could become a party to litigation claiming such a link. There is also continuing public controversy over the use of mobile phones by operators of motor vehicles and we may be subject to allegations that use of a mobile phone and headset contributed to a motor vehicle accident.

In addition, we have been sued by employees regarding our employment practices and business partners regarding contractual rights and obligations. We have also been sued by a competitor, GN Netcom, Inc., regarding alleged violations of certain laws regulating competition and business practices which lawsuit is more specifically described in Part I, Item 3 under the caption "Legal Proceedings" and Part II, Item 8, Note 8 under the caption "Commitments and Contingencies" of this Annual Report on Form 10-K.

Frequently, the outcome and impact of any claims, lawsuits, and other similar proceedings cannot be predicted with certainty. Moreover, regardless of the outcome such proceedings can have an adverse impact on us because of significant legal costs, diversion of management resources, and other factors. Determining reserves for our pending litigation is a complex, fact-intensive process that is subject to judgment calls. It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, penalties or to settle claims or proceedings, any of which could harm our business. These proceedings could also result in reputational harm, sanctions, consent decrees, or orders preventing us from offering certain products, or services, or requiring a change in our business practices in costly ways. Any of these consequences could materially harm our business.

We maintain product liability insurance and general liability insurance in amounts we believe sufficient to cover reasonably anticipated claims, including some of those described above; however, the coverage provided under the policies could be inapplicable or insufficient to cover the full amount of any one or more claims. Consequently, claims brought against us, whether or not successful, could have a material adverse effect upon our business, financial condition, and results of operations.

Our stock price may be volatile and the value of an investment in our stock could be diminished.
The market price for our common stock has been affected and may continue to be affected by a number of factors, including:
Uncertain global and regional economic and geopolitical conditions, including slow or stagnant growth, inflationary pressures, political or military unrest
Failure to meet our forecasts or the expectations and forecasts of securities analysts
Changes in our guidance or announced forecasts that may or may not be consistent with the expectations of analysts or investors
Quarterly variations in our or our competitors' results of operations and changes in market share
The announcement of new products, product enhancements, or partnerships by us or our competitors
Our ability to develop, introduce, ship, and support new products and product enhancements and manage product transitions and recalls, if any
Repurchases of our common shares under our repurchase plans or public announcement of our intention not to repurchase our common shares
Our decision to declare dividends or increase or decrease dividends over historical rates
The loss of services of one or more of our executive officers or other key employees
Changes in earnings estimates, recommendations, or ratings by securities analysts or a reduction in the number of analysts following our stock
Developments in our industry, including new or increased enforcement of existing governmental regulations related to our products and new or revised communications standards
Concentrated ownership of our common stock by a limited number of institutional investors that may limit liquidity for investors interested in acquiring or selling positions in our common stock, particularly substantial positions
Sales of substantial numbers of shares of our common stock in the public market by us, our officers or directors, or unaffiliated third parties, including institutional investors
General economic, political, and market conditions, including market volatility
Litigation brought by or against us
Other factors unrelated to our operating performance or the operating performance of our competitors

Our business could be materially adversely affected if we lose the benefit of the services of key personnel or if we fail to attract talented new personnel.
Our success depends to a large extent upon the services of a limited number of executive officers and other key employees. The unanticipated loss of the services of one or more of our 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 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.
c. We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs.
There are multiple regulatory initiatives in several jurisdictions regarding the removal of certain potential environmentally sensitive materials from our products to comply with Restrictions of the use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and on Waste Electrical and Electronic Equipment (“WEEE”).  If it is determined that our products do not comply with RoHs or WEEE, or additional new or existing environmental laws or regulations in the U.S., Europe, or other jurisdictions are enacted or amended, we may be required to modify some or all of our products or replace one or more components in those products, which, if such modifications are possible, may be time-consuming, expensive to implement or decrease end-user demand, particularly if we increase prices to offset higher costs. If any of the foregoing were to happen, our ability to sell one or more of our products may be limited or prohibited causing a material negative effect on our financial results.
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.processes or the recycling of all or a portion of the components of our products. It is possible that future environmental legislation may be enacted or current environmental legislation may be interpreted in any given country in a manner that creates environmental liability with respect to our facilities, operations, or products. We may also be required to implement new or modify existing policies, processes and procedures as they relate to the usemeet such environmental laws. Although our management systems are designed to maintain compliance, we cannot assure you that we have been or will be at all times in complete compliance with such laws and disposalregulations. If we violate or fail to comply with any of our products.them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions. To the extent any new or modified policies, processes or procedures are difficult, time-consuming or costly to implement orimplement. we may incur claims for environmental matters exceeding reserves or insurance for environmental liability, our operating results could be negatively impacted.impacted

20. We have $15.8 million of goodwillare exposed to differences and other intangible assets recorded on our balance sheet.  If the carrying value of our goodwill were to exceed its implied fair value, or if the carrying value of intangible assets were not recoverable, an impairment lossfrequent fluctuations in foreign currency exchange rates, which may be recognized, which would adversely affect our financial results.revenues, gross profit, and profitability.
As a result of past acquisitions
Fluctuations in foreign currency exchange rates impact our revenues and profitability because we have $15.8 million of goodwill and other intangible assets on our consolidated balance sheet as of March 31, 2016.  It is impossible at this time to determine if any future impairment charge could occur or, if it does, whether such charge related to these assets would be material. If such a charge is necessary, it may have a material adverse effectreport our financial results.
statements in U.S. Dollars (“USD") and purchase a majority of our component parts from our supply chain in USD, whereas a significant portion of our sales are transacted in other currencies, particularly the Euro and the British Pound Sterling ("GBP"). If we are unablethe USD strengthens further, it could further harm our financial condition and operating results in the future. Furthermore, fluctuations in foreign currency rates impact our global pricing strategy, which may result in our lowering or raising selling prices in one or more currencies to protect our information systemsminimize disparities with USD prices and to respond to currency-driven competitive pricing actions. Should the dollar remain strong or strengthen further against service interruption, misappropriation of data or breaches of security, our operations could be disrupted, our reputation may be damaged,foreign currencies, principally the Euro and the GBP, we may be financially liablecompelled to raise prices for damages.customers in the affected regions. Price increases may be unacceptable to our customers who could choose to replace our products with less costly alternatives in which case our sales and market share could be adversely impacted. If we reduce prices to stay competitive in the affected regions, our profitability may be harmed.
We rely on networks, information systems, and other technology (“information systems”), including
Large or frequent fluctuations in foreign currency rates, coupled with the ease of identifying global price differences for our products via the Internet, increases pricing pressure and allows unauthorized third-party hosted services,“grey market” resellers to take advantage of price disparities, thereby undermining our premium brand image, established sales channels, and support a varietyand operations infrastructure. We also have significant manufacturing operations in Mexico and fluctuations in the Mexican Peso exchange rate can impact our gross profit and profitability. Additionally, the majority of business activities, including procurement, manufacturing, sales, distribution, invoicing, and collections. We use information systems to process and report financial information internally and to comply with regulatory reporting. In addition, we depend on information systems for communications with our suppliers distributors,are located internationally, principally in Asia, and customers. Consequently, our businessvolatile or sustained increases or decreases in exchange rates between the U.S. Dollar and Asian currencies may be impacted by system shutdowns or service disruptions during routine operations, such as system upgrades or user errors, as well as network or hardware failures, malicious software, hackers, natural disasters, communications interruptions, or other events (collectively, "network incidents"). Our computer systems have been, and will likely continue to be, subject to network incidents. While, to date, we have not experienced a network incident resulting in material impairment to our operations, nor have we experienced material intentional or inadvertent disclosure of our data or information or the information or data of our customers or vendors, future network incidents could result in unintended disruptionincreased costs or reductions in the number of suppliers qualified to meet our operations or disclosure of sensitive information or assets. Furthermore,standards.

Although we hedge currency exchange rate exposures we deem material, changes in exchange rates may experience targeted attacks and although we continue to invest in personnel, technologies, and training to prepare for and reduce the adverse consequences of such attacks, these investments are expensive and do not guarantee that such attacks will be unsuccessful, either completely or partially.
If our information systems are disrupted or shutdown and we fail to timely and effectively resolve the issues, we could experience delays in reporting our financial results and we may lose revenue and profits. Misuse, leakage, or falsification of information could result in a violation of data privacy laws and regulations, damage our reputation, andnonetheless still have a negative impact on net operatingour financial results. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, decisions and actions of central banks and political developments.
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We hedge a portion of our Euro and GBP forecasted revenue exposures for the future, typically over 12-month periods. In addition, we may suffer financial damage and damage to our reputation because of loss or misappropriationhedge a portion of our confidential information or assets, or thoseMexican Peso forecasted cost of revenues and maintain foreign currency forward contracts denominated in Euros and GBP that hedge against a portion of our partners, customers,foreign-currency denominated assets and liabilities. Our foreign currency hedging contracts reduce, but do not eliminate, the impact of currency exchange rate movements, particularly if the fluctuations are significant or suppliers. We could alsosustained, and we do not execute hedging contracts in all currencies in which we conduct business. There is no assurance that our hedging strategies will be required to expend significant effort and incur financial costs to remedy security breaches or to repair or replace networks and information systems.

War, terrorism, public health issues, natural disasters, or other business interruptions could disrupt supply, delivery, or demand of products, which could negatively affecteffective. Additionally, even if our operations and performance.
War, terrorism, public health issues, natural disasters, or other business interruptions, whetherhedging techniques are successful in the U.S. or abroad, have caused or could cause damage or disruption to international commerce by creating economicperiods during which the rates are hedged, our future revenues, gross profit, and political uncertainties thatprofitability may have a strong negative impact on the global economy, us, and our suppliers or customers.  Our major business operations and those of many of our vendors and their sub-suppliers (collectively, "Suppliers") are subject to interruption by disasters, including, without limitation, earthquakes, floods, and volcanic eruptions or other natural or manmade disasters, fire, power shortages, terrorist attacks and other hostile acts, public health issues, flu or similar epidemics or pandemics, and other events beyond our control and the control of our Suppliers.  
Our corporate headquarters, information technology, manufacturing, certain research and development activities, and other critical business operations are located near major seismic faults or flood zones.  While we are partially insured for earthquake-related losses or floods, our operating results and financial condition could be materially affected in the event of a major earthquake or other natural or manmade disaster. Should any of the events above arise we could be negatively impactedaffected both at current rates and by adverse fluctuations in currencies against the needUSD. See Item 7A for more stringent employee travel restrictions, limitations in the availability of freight services, governmental actions limiting the movement of products between various regions, delays in production, and disruptions in the operations of our Suppliers.  Our operating results and financial condition could be adversely affected by these events.further quantitative information regarding potential foreign currency fluctuations.
Provisions in our charter documents and Delaware law or a decision by our Board of Directors in the future may delay or prevent a third party from acquiring us, which could decrease the value 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.

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ITEM 1B.  UNRESOLVED STAFF COMMENTS
 
None.

ITEM 2.  PROPERTIES
 
Our principal executive offices are located in Santa Cruz, California.  Our facilities are located throughoutCalifornia, which provides 123,047 square feet of available space. We also own one building in Tijuana, Mexico with 470,472 square feet of space used for Engineering, Assembly, Administration, Logistic and Distribution Center, Design Center, Call Center, and Technical Assistance Center ("TAC"). Additionally, we own a building in Hoofddorp, Netherlands with 38,007 square feet of space used for Executive Briefing Center, Sales, Marketing, Administration, and TAC. We lease and sublease office space in the Americas, which is comprised of the U.S. and Mexico; EMEA, which is comprised of Europe, the Middle East and Asia.Africa; and Asia Pacific, which is comprised of China, India, Thailand and Singapore. The following table below listspresents the major facilities owned orlocation and square footage of our leased office space as of March 31, 2016:
April 3, 2021:
LocationSquare FootageLease/OwnPrimary Usefootage
Santa Cruz, CaliforniaAmericas163,328Own559,945 Sales & Marketing, Engineering, Administration, Light Assembly
Santa Cruz, CaliforniaEMEA20,325Lease75,896 Light Assembly, Sales, Engineering, Administration
Tijuana, MexicoAsia Pacific792,304Own265,475 Engineering, Assembly, Administration, Logistic and Distribution Center, Design Center, Call Center, and TAC.
San Diego, CaliforniaTotal23,368Lease901,316 Industrial and Office Space
Chattanooga, Tennessee10,125OwnLight Assembly, Sales and Marketing, Engineering, Administration, and TAC (Technical Assistance Center)
Hoofddorp, Netherlands16,640LeaseAdministrative and TAC
Suzhou, China42,012LeaseSales, Administration, Design Center, Quality, TAC
Wootton Bassett, UK21,824OwnMain Building Sales, Engineering, Administration
Wootton Bassett, UK15,970OwnCurrently leased to a third party


We believe our existing facilities, including both owned and leased properties, are in good condition and suitable for our current business needs. We also believe that our future growth can be accommodated by our current facilities or by leasing additional space if necessary.



ITEM 3.  LEGAL PROCEEDINGS


On October 12, 2012, GN Netcom, Inc. sued Plantronics, Inc. in the U.S. District Court for the District of Delaware, case number 1:12cv01318, alleging violations of the Sherman Act, the Clayton Act, and Delaware common law. In its complaint, GN specifically alleges four causes of action: Monopolization, Attempted Monopolization, Concerted Action in Restraint of Trade, and Tortious Interference with Business Relations. GN claims that Plantronics dominates the market for headsets sold into contact centers in the United States and that a critical channel for sales of headsets to contact centers is through a limited network of specialized independent distributors (“SIDs”). GN asserts that Plantronics attracts SIDs through Plantronics Only Distributor Agreements and the use of these agreements is allegedly illegal. Plantronics denies each of the allegations in the complaint and is vigorously defending itself. See Note 8, Commitments and Contingencies, of our Notes to Consolidated Financial Statements in this Form 10-K.

During the quarter ended December 26, 2015, GN Netcom (“GN”) and Plantronics commenced the briefing on a motion for sanctions against Plantronics for spoliation of evidence. The briefing was concluded in early January. A court date for a hearing on the motion for sanctions is scheduled for May 18, 2016. There exists a reasonable possibility of the court issuing a sanction; however, we believe the low end of the possible range of losses is zero and the upper end of the range is immaterial. In the event we were to incur other, non-monetary sanctions for spoliation of evidence, it may have an adverse impact on the substantive case brought against us on October 12, 2012. However, we are unable to estimate a loss or range of losses that could possibly result from the substantive case should non-monetary sanctions be brought against us.

In addition, weWe are presently engaged in various legal actions arising in the normal course of business. We believe it is unlikelydo not expect that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations, or cash flows. For additional information about our material legal proceedings, refer to Note 9, Commitments and Contingencies, of the accompanying Notes to the Consolidated Financial Statements included within “Part II. Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.


ITEM 4.  MINE SAFETY DISCLOSURES


Not applicable.

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PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES
 
Price Range of Common StockMarket Information
 
Our common stock is publicly traded on the New York Stock Exchange ("NYSE") under the symbol “PLT”.  The following table sets forth“PLT.”  On May 13, 2021, the low and high sales prices as reportedCompany issued a press release announcing a change in our symbol on the NYSE for each period indicated:to "POLY" effective at the open of market trading on May 24, 2021.


Holders of Common Stock
 Low High
Fiscal Year 2016   
First Quarter$52.32
 $58.09
Second Quarter$51.15
 $58.08
Third Quarter$47.81
 $54.93
Fourth Quarter$32.55
 $48.54
Fiscal Year 2015   
First Quarter$41.57
 $47.88
Second Quarter$46.12
 $51.00
Third Quarter$43.27
 $53.84
Fourth Quarter$45.83
 $55.45


As ofof May 12, 2016, there13, 2021, there were approximately 48 holders55 stockholders of record of our common stock.  Because many of our shares of common stock are held by brokers and other institutions on behalf of beneficial owners, we are unable to estimate the total number of beneficial owners, but we believe it is significantly higher than the number of record holders.  On

Stock Performance

The graph below compares the annual percentage change in the cumulative return to the stockholders of our common stock with the cumulative return of the NASDAQ/NYSE American/NYSE (US Companies) index and a peer group index for the period commencing on the morning of April 2, 2016 and ending on April 3, 2021. The information contained in the performance graph shall not be deemed to be "soliciting material" or be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

The graph assumes that $100 was invested on the morning of April 2, 2016 in our common stock (based on price at the close of trading on April 1, 2016,2016) and in each index (based on prices at the lastclose of trading day of fiscal year 2016, the last sale reported on the NYSEApril 1, 2016), and that dividends, if any, were reinvested. The measurement date used for our common stock was $39.36 per share.

Cash Dividends
Quarterly dividends paid per share in fiscal years 2016 and 2015 were $0.15, resulting in total payments of $21.1 million and $25.7 million, respectively. On May 3, 2016,is the Audit Committee approved the payment of a dividend of $0.15 per share on June 10, 2016 to holders of record on May 20, 2016.  We expect to continue paying a quarterly dividend of $0.15 per sharelast day of our common stock; however,fiscal year for each period shown.

Past performance is no indication of future value and stockholder returns over the actual declarationindicated period should not be considered indicative of dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee of the Board of Directors each quarter after its review of our financial performance and financial position.future returns.



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Shareplt-20210403_g3.jpg
Fiscal Year Ended
April 2,April 1,March 31,March 30,March 28,April 3,
 201620172018201920202021
Plantronics, Inc.$100.00 $139.15 $157.11 $121.26 $28.43 $108.77 
NASDAQ/NYSE American/NYSE (US Companies)$100.00 $115.96 $138.40 $139.95 $124.42 $182.97 
NASDAQ/NYSE American/NYSE Stocks (SIC3660-3669 US Comp) Communications Equipment$100.00 $119.97 $142.82 $174.34 $147.34 $240.04 

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Stock Repurchase Programs
 
The following table presents a month-to-month summary of the stock purchase activity in the fourth quarter of fiscal year 2016:Fiscal Year 2021:

 
Total Number of Shares Purchased 1
 
Average Price Paid per Share 2
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 6
December 27, 2015 to January 23, 20162,483
3 
$
 
 37,868
January 24, 2016 to February 20, 2016174,885
4 
$34.73
 172,583
 865,285
February 21, 2016 to April 2, 2016232,699
5 
$37.29
 231,274
 634,011

 Total Number of Shares Purchased
Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (3)
December 27, 2020 to January 23, 20212,276 (4)N/A— 1,369,014 
January 24, 2021 to February 20, 20213,728 (4)N/A— 1,369,014 
February 21, 2021 to April 3, 202159,281 (4)N/A— 1,369,014 
1
(1)

On January 29, 2016,November 28, 2018, the Board of Directors authorizedapproved a new1.0 million shares repurchase program expanding our capacity to repurchase 1,000,000 shares of our common stock.to approximately 1.7 million shares. We may repurchase shares from time to time in
open market transactions or through privately negotiated transactions. There is no expiration date associated with the repurchase activity.
(2)
2

"Average Price Paid per Share" reflects only our open market repurchases of common stock.
(3)These shares reflect the available shares authorized for repurchase under the expanded program approved by the Board on November 28, 2018.
3
(4)

Represents only shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock grants under our stock plans.
4

Includes 2,302 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock grants under our stock plans.
5

Includes 1,425 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock grants under our stock plans.
6

These shares reflect the available shares authorized for repurchase under the May 21, 2015 and January 29, 2016 programs.


Refer to Note 12, Common Stock Repurchases, of our Notes to Consolidated Financial Statements in this Annual Report on Form 10-K forFor more information regarding our stock repurchase programs.programs, refer to Note 13, Common Stock Repurchases, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.




ITEM 6.  SELECTED FINANCIAL DATA
 
SELECTED FINANCIAL DATAThis item is no longer required as we have elected to early adopt the changes to Item 301 of Regulation S-K contained in SEC Release No. 33-10890.

The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and notes thereto included in Item 8 of this Form 10-K in order to fully understand factors that may affect the comparability of the information presented below. Fiscal year 2016 consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks.

45
 Fiscal Year Ended March 31,
 2012 
20133
 2014 
20152
 
20161
          
STATEMENT OF OPERATIONS DATA:         
Net revenues$713,368
 $762,226
 $818,607
 $865,010
 $856,907
Operating income$141,353
 $138,097
 $140,124
 $149,085
 $108,041
Operating margin19.8%
18.1%
17.1%
17.2% 12.6%
Income before taxes$142,602
 $138,425
 $141,139
 $145,251
 $82,176
Net income$109,036
 $106,402
 $112,417
 $112,301
 $68,392
Basic earnings per share$2.48
 $2.55
 $2.65
 $2.69
 $2.00
Diluted earnings per share$2.41
 $2.49
 $2.59
 $2.63
 $1.96
Cash dividends declared per common share$0.20
 $0.40
 $0.40
 $0.60
 $0.60
Shares used in basic per share calculations44,023
 41,748
 42,452
 41,723
 34,127
Shares used in diluted per share calculations45,265
 42,738
 43,364
 42,643
 34,938
BALANCE SHEET DATA: 
  
  
  
  
Cash, cash equivalents, and short-term investments$334,512
 $345,357
 $335,421
 $374,709
 $395,317
Total assets$672,470
 $764,605
 $811,815
 $876,042
 $933,437
Long-term debt, net of issuance costs$
 $
 $
 $
 $489,609
Revolving line of credit$37,000
 $
 $
 $34,500
 $
Other long-term obligations$13,360
 $12,930
 $15,544
 $19,323
 $22,262
Total stockholders' equity$527,244
 $646,447
 $698,664
 $727,397
 $312,399
OTHER DATA: 
  
      
Cash provided by operating activities$140,448
 $125,501
 $141,491
 $154,438
 $146,869


Table of Contents
1
We initiated a restructuring plan during the third quarter of fiscal year 2016. Under the plan, we reduced costs by eliminating certain positions in the US, Mexico, China, and Europe. The pre-tax charges of $16.2 million incurred during fiscal year 2016 were incurred for severance and related benefits. During fiscal year 2016, we recognized gains from litigation of $1.2 million, due primarily to a payment by a competitor to dismiss litigation involving the alleged infringement of a patent assigned to us.

2
During fiscal year 2015, we recognized a gain of $6.5 million upon payment by a competitor to dismiss litigation involving the alleged infringement of a patent assigned to us. In addition, we recognized a gain of $2.2 million related to the resolution of an insurance coverage dispute with one of its insurance carriers.

3
We initiated a restructuring plan during the third quarter of fiscal year 2013. Under the plan, we reallocated costs by eliminating certain positions in the US, Mexico, China, and Europe, and transitioned some of these positions to lower cost locations. As part of this plan, we also vacated a portion of a leased facility at our corporate headquarters in the first quarter of fiscal year 2014. The pre-tax charges incurred during fiscal year 2013 included $1.9 million for severance and related benefits and an immaterial amount of accelerated amortization on leasehold assets with no alternative future use. We incurred an immaterial amount of lease termination costs when we exited the facility in the first quarter of fiscal year 2014. The restructuring plan was substantially complete at the end of the first quarter of fiscal year 2014.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis is intended to help you understand our results of operations and financial condition. It is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and related notes thereto included elsewherewithin “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

A discussion regarding our financial condition and results of operations for Fiscal Year 2021 compared to Fiscal Year 2020 is presented below under "Results of Operations." Discussions regarding our financial condition and results of operations for Fiscal Year 2020 compared to Fiscal Year 2019 have been omitted from this Annual Report on Form 10-K, but can be found in this report.  our Annual Report on Fiscal Year 2020 Form 10-K, filed with the SEC on June 8, 2020, which is available free of charge on the SEC's website at sec.gov and on our website at www.poly.com.

This discussion contains forward-looking statements.  Please see the sections entitled "Certain Forward LookingForward-Looking Information" and "Risk Factors" abovein Part I of this Annual Report on Form 10-K for discussions of the uncertainties, risks, and assumptions associated with these statements. 

Our fiscal year-end financial reporting periods endyear ends on the Saturday closest to March 31st.  the last day of March. The year ended April 3, 2021 ("Fiscal year 2016Year 2021") had 53 weeksweeks. The years ended March 28, 2020 ("Fiscal Year 2020") and ended on April 2, 2016, fiscal years 2015 and 2014March 30, 2019 ("Fiscal Year 2019") each had 52 weeks and ended on March 28, 2015, and March 29, 2014, respectively.  For purposes of presentation, wehave indicated our accounting fiscal year as ending on March 31.weeks.


OVERVIEW

We arePoly is a leading designer, manufacturer,global communications technology company that designs, manufactures, and marketer of lightweightmarkets integrated communications headsets, telephone headset systems, other communication endpoints, and accessoriescollaboration solutions for the worldwide businessprofessionals. We offer premium audio and consumer markets under the Plantronics brand.  In addition, we manufacturevideo products designed to work in an era where work is no longer a place, and market specialty telephoneenterprise work forces are increasingly distributed. Our products under our Clarity brand, such as telephones for the hearing impaired, and other related products forservices are designed and engineered to connect people with special communication needs.high fidelity and incredible clarity. They are professional-grade, easy to use, and work seamlessly with major video- and audio-conferencing platforms. Our major product categories are Enterprise, whichHeadsets, Voice, Video, and Services. Headsets include wired and wireless communication headsets; Voice, includes headsets optimizedopen SIP and native ecosystem desktop phones, as well as conference room phones; Video includes video conferencing solutions and peripherals, such as cameras, speakers, and microphones. All of our solutions are designed to integrate seamlessly with the platform and services of our customers choice in a wide range of UC&C, UCaaS, and VaaS environments. Our cloud management and analytics software enables IT administrators to configure and update firmware, monitor device usage, troubleshoot, and gain deep understanding of user behavior. In addition, we have a broad portfolio of Services including video interoperability, support for Unified Communications (“UC”), other cordedour solutions and cordless communication headsets, audio processors,hardware devices, as well as professional, hosted, and telephone systems; and Consumer, which includes Bluetooth and corded products for mobile device applications, personal computer ("PC") and gaming headsets, and specialty products marketed for hearing impaired individuals.

Compared to the prior year, net revenues decreased 0.9% to $856.9 million. The decrease in net revenues was driven by lower revenues within our Consumer product category, which declined 6.3% from the prior year. This decline was partially offset by slight growthmanaged services that are grounded in our Enterprise product category,deep expertise aimed at helping customers achieve their goals for collaboration. 

Impact of COVID-19 on Our Business
COVID-19 has continued to spread globally and continues to add uncertainty and influence global economic activity, the global supply chain, and financial markets. The impact of the pandemic on our operations has varied by local conditions, government mandates, and business limitations, including travel bans, remote work, and other restrictions.
Shelter-in-place mandates led to a massive increase in remote work. As a result, during Fiscal Year 2021 we experienced elevated demand for certain enterprise Headsets and Video devices and a decline in demand for our Voice products and associated Services, as companies continued to shift from in-office to work-from-home arrangements for many of their office workers. The acceleration in customer and partner demand for these products to support remote work environments, remote learning, and telemedicine opportunities led to increased sales and operating income. During the fourth quarter of Fiscal Year 2021, we experienced elevated demand for certain Video and Voice devices as companies began to shift from work-from-home arrangements to hybrid work models.
However, the impact of COVID-19 is fluid and uncertain, and it has caused, and may continue to cause, various negative effects as we continue to experience periodic constraints in our supply chain, specifically the sourcing of certain components and raw materials, and increased logistics costs and suffer other adverse effects on our gross margins to meet customer demand for specific Headsets and Video products. As a result, the impact of COVID-19 to date has had mixed effects on our results of operations and we expect supply chain constraints to limit our ability to meet demand in the short-term.
We have experienced and continue to monitor limited supply and longer lead times for certain key components, such as semiconductor chips, necessary to complete production and meet customer demand, including fulfillment of our backlog. In particular, lead times for global semiconductor chips and other key components can be particularly long and are subject to
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change. The semiconductor chip global supply chain is complex and constrained wafer capacity is limiting supply. We do not manufacture these component parts and currently purchase certain parts, including semiconductor chips and sub-assemblies that require semiconductor chips, from single or limited sources. Additionally, constrained supply has resulted in increased prices for certain components, including semiconductor chips. We continue to monitor our supply chain and are taking action against limited supply and increasing lead times, including outreach to critical suppliers and entering into contractual obligations to secure supply. We are unable to estimate the extent and the period over which increased 1.2% fromthese conditions will exist, but expect them to at least impact results in the prior year. While our primary driverfirst quarter of revenue growthFiscal Year 2022.
In responding to this pandemic, employee safety continues to be revenuesa critical concern for Poly and we have taken measures to protect our employees globally by adherence to public safety and shelter in place directives, physical distancing protocols within offices and manufacturing facilities, providing personal protective equipment, including face masks and hand sanitizers, conducting routine sanitation of facilities, requiring health monitoring before entry into Poly facilities and restricting the number of visitors to our sites. The safety protocols implemented globally meet or exceed current regulations, however we continue to monitor employees’ safety and evolving regulatory requirements. Although our manufacturing facility remains open and certain office employees may utilize our offices when necessary, the majority of all non-factory employees continue to work from home, using headsets and other Poly-issued equipment.
The full extent and duration of the saleimpact of the COVID-19 pandemic on our business continues to be uncertain and difficult to predict and will depend on many factors outside of our UC products, our  fiscal year 2016 Consumer revenues were negatively impacted by $22 million due tocontrol, including the rapid declineextent and duration of the U.S. market for mono Bluetooth headsets. However, we believe we grew our market share in this category, which helped to partially offset the decline. Our fiscal year 2016 revenues were also negatively impacted by fluctuations in foreign currency exchange rates. Compared to the other foreign currencies in which we sell, a stronger U.S. Dollar ("USD") decreased net revenues by approximately $27 million, netpandemic, mutations of the effectsvirus, the development and availability of hedging, ineffective treatments, including the availability of vaccines for our fiscal year 2016 compared to the prior year.

Operating profit decreased 27.5% to $108.0 million, due primarily to restructuring charges taken during fiscal year 2016, the fluctuations in foreign currency exchange rates,global workforce, mandates of protective public safety measures, and the impact of a non-recurring, favorable litigation settlementthe pandemic on the global economy, global supply chains, and demand for our products. It is not possible at this time to foresee whether the outbreak of COVID-19 or other events beyond our control will be effectively contained, nor can we estimate the entirety of the impact that COVID-19 or such other pandemics or natural or man-made disaster will have on the global economy, our business, customers, suppliers or other business partners. As such, impacts from such events on Poly are highly uncertain and we will continue to assess the impact from such events on our Consolidated Financial Statements.

Fiscal Year 2021 Highlights

Total Net Revenues for Fiscal Year 2021 were $1.7 billion, an increase of $30.6 million or 1.8%, compared to Fiscal Year 2020, primarily driven by increased sales in fiscal year 2015. The adverse fluctuations in foreign currency exchange rates negatively impacted our net revenues but favorably impacted our operating expenses, although to a lesser degree, for a net unfavorable impact of $11 million to our operating profit. These items wereVideo and enterprise Headset product categories, partially offset by adecreases in Voice and consumer Headset sales.

Product Gross Margin for Fiscal Year 2021 increased from 26.7% in the prior year to 41.3%, primarily due to the one-time long-lived asset impairment of existing technology related to our Voice products taken in the fourth quarter of Fiscal Year 2020 and the associated reduction in variable compensationintangible asset amortization expense, duepartially offset by COVID-19 related incremental manufacturing and logistics costs and Video product transitions.

Cash Provided by Operating Activities for Fiscal Year 2021 was $145.2 million, an increase of $67.5 million, or 86.1% compared to Fiscal Year 2020. The increase was primarily driven by lower profitability. We delivered $68.4net loss, partially offset by increased cash used to fund working capital.

During Fiscal Year 2021, we repurchased approximately $149.3 million in net income, representing approximately 8.0%of the outstanding principal of our long-term debt, of which $130.0 million related to our Term Loan Facility and $19.3 million related to our 5.50% Senior Notes due 2023.

In March 2021, we issued $500.0 million aggregate principal amount of 4.75% Senior Notes. The net revenues.

We generate approximately 40%proceeds were used to 45% of our revenues from international sales; therefore,redeem the impact of currency movementsoutstanding principal and accrued interest on our net revenues can be significant. In addition,5.50% Senior Notes on May 17, 2021. The 4.75% Senior Notes mature on March 1, 2029 and bear interest at a rate of 4.75% per annum, payable semi-annual on March 1 and September 1 of each year, commencing on September 1, 2021. Refer to further discussion in some international locations whereNote 10, Debt, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

During Fiscal Year 2021, we sell in USD, we also face additional pricing pressure, discounting,announced our new Poly Sync Family, a new line of smart, USB and lost business as the stronger dollar negatively impacts buying decisions. Unfavorable impacts from the global economy and consumer spending together with exchange rate fluctuations could continue to negatively impact our net revenues in our fiscal year 2017. We continually work to offset currency movements through hedging strategiesBluetooth speakerphones, designed to minimizeenable today’s need to work from anywhere and our new Studio P Series, a family of professional-grade personal video tools for remote work. These new products were available beginning early in calendar year 2021 and did not have a material impact on Fiscal Year 2021 Total Net Revenues.

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RESULTS OF OPERATIONS

During the volatilityfourth quarter of resultsFiscal Year 2020, the Company made key changes to its executive management. We realigned our segment reporting structure commensurate with this change. The reportable segments are consistent with how the segments report to and dampen large fluctuations. However, asare managed by Poly’s Chief Executive Officer (the Chief Operating Decision Maker). As a result, the Company’s reportable segments consist of Products and Services. Our Products reportable segment consists of Headsets, Voice, and Video product categories and our revenue hedging instruments cover a periodServices reportable segment consists of upsupport, professional, managed, and cloud services and solutions. Prior periods have been reclassified to 12 months, the hedging conducted a year ago is expectedconform to deliver little benefit to offset the stronger dollar against other major currenciescurrent reportable segment presentation.

Total Net Revenues

The following table sets forth Total Net Revenues by reportable segment for Fiscal Years 2021, 2020, and 2019:

Fiscal Year EndedFiscal Year Ended
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
Net revenues
Products$1,470,826 $1,432,736 $38,090 2.7 %$1,432,736 $1,510,770 $(78,034)(5.2)%
Services256,781 264,254 (7,473)(2.8)%264,254 163,765 100,489 61.4 %
Total net revenues$1,727,607 $1,696,990 $30,617 1.8 %$1,696,990 $1,674,535 $22,455 1.3 %

Products

Total Product Net Revenues increased in fiscal year 2017.

Revenues from our Consumer products channel are seasonal and typically strongest in our third fiscal quarter, which includes the majority of the holiday shopping season. Additionally, other factors directly impact our Consumer product category performance, such as consumer preferences, changes in consumer confidence and other macroeconomic factors, product life-cycles (including the introduction and pace of adoption of new technology), and the competitive retail environment. Our Consumer business continues to be impacted by a decline in sales volumes in our mono Bluetooth products as the market for these products contracts. The unit volumes in our stereo Bluetooth category increased slightly whenFiscal Year 2021 compared to the prior fiscal year primarily due to the following:

Video and enterprise Headset net revenues were driven primarily by the COVID-19 shift toward "work from anywhere" and the need for office workers to be able to effectively communicate and collaborate regardless of location. Video demand was also driven by remote learning, telemedicine, and the continued ramp of our newer generationnew Video portfolio, all of products. We anticipate that these newer products and other planned investmentswhich contributed to record demand in the Consumer category will allow us to better competeduring Fiscal Year 2021.
Partially offsetting these increases were declines in these consumer product categoriesour Voice net revenues as they continue to expand. While we have been building our stereo portfolio over the last several years, it is not yet as robust as our mono Bluetooth portfolio of products. As a result of these market changes, we have reduced the amount we expect to investCOVID-19 shift in non-premium mono Bluetooth portfolio while shifting that investmentdemand toward additional stereo Bluetooth products. This shift toward entertainment solutions is important to our long-term brand position.


Due to slower than anticipated growth of UC revenues, combined with the negative impact of a strengthening dollar, and a sharp decrease in the U.S. mono Bluetooth market, our fiscal year 2016 revenues declined year over year, causing us to make some necessary changes to reduce our cost structure. During the third quarter of fiscal year 2016 we initiated a restructuring plan to better align expenses to our revenue and gross margin profile and position us for improved operating performance. Under that plan, we reduced costs through voluntary and involuntary elimination of certain positions throughout the organization in the U.S., Mexico, China, and Europe. The restructuring actions have resulted in pre-tax charges of approximately $16.2 million in our fiscal year 2016.
Looking forward to fiscal year 2017, UC continues to be our primary focus area. With the vast majority of the UC opportunity still ahead of us, we believe we are in the beginning stage of a potentially long period of growth. We believe UC represents our key long-term driver of revenue and profit growth, as we anticipate UC systems will become more commonly adopted by enterprises to reduce costs and improve collaboration. We believe growth of UC will increase overall headset adoption in enterprise environments, and we expect most of the growth in our Enterprise product category over the next five years to come"work from headsets designed for UC.

In addition, in fiscal year 2017 we are expecting to launch new peripheral "as-a-service" offerings which we anticipate will complement our existing suite of product offerings as we move toward a hybrid business model of hardware, software, and services. We believe these enhanced offerings will allow us to expand the reach of our solutions portfolio and scale for growth. Our aim is to simplify our customers' experience and drive a baseline of experiences across our portfolio. During our fiscal year 2017, we will strive to transform data into actionable insights for our customers through software solutions that will offer reporting on asset management, usage, and conversation/acoustic health. In order to achieve these objectives, we will redefine our sales and marketing relationships and harmonize goals across these organizations to ensure we are working toward the same shared vision and go-to-market strategy.

We remain cautious about the macroeconomic environment, based on uncertainty around fiscal policy in the U.S.,home" products, as well as broader economic uncertaintydeclines in many parts of Europethe our consumer Headsets portfolio primarily due to our decision to discontinue certain low-margin mono and Asia Pacific, which makes it difficult for us to gauge what impact the economy may have on our future business,stereo products and the fact that the UC opportunity has not matured as quickly as we initially anticipated. We will continue to monitor our expenditures and prioritize expenditures that further our strategic long-term growth opportunities such as innovative product development in our core research and development efforts, including the use of software and services as partsale of our portfolio. UC will also remaingaming headset assets in the central focusfourth quarter of our sales force, marketing group, and other customer service and support teams as we continue investingFiscal Year 2020.

Services

Total Services Net Revenues decreased in key strategic alliances and integrations with major UC vendors.

RESULTS OF OPERATIONS
The following tables set forth, forFiscal Year 2021 compared to the periods indicated, the consolidated statements of operations data.  The financial information and the ensuing discussion should be read in conjunction with the accompanying consolidated financial statements and notes thereto.  

Net Revenues
  Fiscal Year Ended     Fiscal Year Ended    
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Net revenues:                
Enterprise $588,265
 $619,284
 $31,019
 5.3% $619,284
 $626,666
 $7,382
 1.2 %
Consumer 230,342
 245,726
 15,384
 6.7% 245,726
 230,241
 (15,485) (6.3)%
Total net revenues $818,607
 $865,010
 $46,403
 5.7% $865,010
 $856,907
 $(8,103) (0.9)%

Enterprise products represent our largest source of revenues, while Consumer products represent our largest unit volumes.  Net revenues may varyprior fiscal year primarily due to seasonality, the timing of newVideo product introductionsmix shift from legacy Platform and discontinuation of existing products, discountsTelepresence to recently launched Studio video bars, which are less complex, easier to install and other incentives,operate, and channel mix. Net revenues derived from sales of Consumer products into the retail channel typically account for a seasonal increase in net revenues in the third quarter of our fiscal year.

Our net revenues decreased in fiscal year 2016 compared to fiscal year 2015 due largely to a decline in Consumer revenues, which was mainly attributable to the shrinking mono Bluetooth market. This declinecarry optional service contracts. The decrease was partially offset by slightthe impact of the deferred revenue fair value adjustment resulting from the Acquisition.

Geographic Region

The following table sets forth Total Net Revenues by geographic region for Fiscal Years 2021, 2020, and 2019:

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Fiscal Year EndedFiscal Year Ended
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
United States$743,870 $810,669 $(66,799)(8.2)%$810,669 $789,545 $21,124 2.7 %
Europe, Middle East, and Africa576,855 465,621 111,234 23.9 %465,621 476,890 (11,269)(2.4)%
Asia Pacific285,755 295,336 (9,581)(3.2)%295,336 288,881 6,455 2.2 %
Americas, excluding United States121,127 125,364 (4,237)(3.4)%125,364 119,219 6,145 5.2 %
Total international net revenues983,737 886,321 97,416 11.0 %886,321 884,990 1,331 0.2 %
Total net revenues$1,727,607 $1,696,990 $30,617 1.8 %$1,696,990 $1,674,535 $22,455 1.3 %

United States

Compared to the same prior year period, U.S. Net Revenues for Fiscal Year 2021 decreased primarily due to declines in our Voice product revenues, which was a result of COVID-19 shift in demand toward "work from home" products. Our consumer Headset product revenues declined driven by our decision to eliminate lower margin consumer products from our portfolio, including the Fiscal Year 2020 sale of gaming Headset assets. These declines were partially offset by growth in our Video product revenues as new products ramp and an increase in sales of our enterprise Headset products.

International

Total international Net Revenues increased in Fiscal Year 2021 from Fiscal Year 2020 due primarily to an increase in our Enterprise Headset and Video product revenues driven by an increase in demand for UC products resultinga shift to "work from continued adoption of UC voice solutions in the marketplace,anywhere", telemedicine, and remote learning. These increases were partially offset by a slight decline in Core Enterprise (non-UC products).Voice and consumer Headset product revenues.



A stronger U.S. Dollar ("USD") compared to the other foreign currenciesFiscal Year 2021 Total Net Revenues were also favorably impacted by fluctuations in exchange rates which we sell decreased net revenues byresulted in an increase of approximately $27$16.9 million in Total Net Revenues, net of the effects of hedging, in fiscal year 2016 compared to fiscal year 2015. We generate approximately 44% of our revenues from international sales; therefore, the impact of currency movements on our net revenues can be significant. In fiscal year 2017, our revenues may continue to be affected by uncertainty surrounding exchange rate fluctuations as well as the global economy and consumer spending.hedging.


Our net revenues increased in fiscal year 2015 compared to fiscal year 2014 due largely to growth in Enterprise revenues, which was mainly attributable to growth in demand for UC products driven by continued adoption of UC voice solutions in the marketplace. Growth in our net revenues from Consumer products was the result of continued success in the market of key products such as our Voyager Legend mono Bluetooth headset and our Backbeat GO2 and BackBeat FIT stereo Bluetooth headsets. In addition, we successfully introduced Voyager Edge and Backbeat PRO during our fiscal year 2015, driving incremental sales. Partly offsetting these increases were reductions in revenue from our PC and Entertainment product line as our portfolio was awaiting a refresh which began in fiscal year 2016. A stronger U.S. Dollar ("USD") compared to the other foreign currencies in which we sell decreased net revenues by approximately $5 million, net of the effects of hedging, in fiscal year 2015 compared to fiscal year 2014.

Geographic Information
49

  Fiscal Year Ended     Fiscal Year Ended    
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Net revenues:                
United States $475,278
 $487,607
 $12,329
 2.6% $487,607
 $482,622
 $(4,985) (1.0)%
As a percentage of net revenues 58.1% 56.4% 
   56.4% 56.3% 
  
Europe and Africa 195,385
 213,702
 18,317
 9.4% 213,702
 217,633
 3,931
 1.8%
Asia Pacific 94,455
 104,829
 10,374
 11.0% 104,829
 105,687
 858
 0.8%
Americas, excluding United States 53,489
 58,872
 5,383
 10.1% 58,872
 50,965
 (7,907) (13.4)%
Total international net revenues 343,329
 377,403
 34,074
 9.9% 377,403
 374,285
 (3,118) (0.8)%
As a percentage of net revenues 41.9% 43.6% 
   43.6% 43.7% 
  
Total net revenues $818,607
 $865,010
 46,403
 5.7% $865,010
 $856,907
 $(8,103) (0.9)%
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As a percentage of total net revenues, U.S. net revenues decreased slightly compared with international revenues in fiscal year 2016 compared to fiscal year 2015. The decrease in absolute dollars in U.S. net revenues was driven primarily by weaker Consumer revenues primarily as a result of the declining mono Bluetooth market, which was partially offset by increased Enterprise net revenues due to continued growth in demand for UC. The decrease in absolute dollars in international revenues was due primarily to decreased Core Enterprise net revenues, partially offset by higher UC and Consumer revenues. International revenues were reduced by approximately $27 million, net of the effects of hedging, in fiscal year 2016 compared to fiscal year 2015, due to unfavorable foreign exchange fluctuations in the other foreign currencies in which we sell.

As a percentage of total net revenues, U.S. net revenues decreased slightly compared with international revenues in fiscal year 2015 compared to fiscal year 2014. The increase in absolute dollars in U.S. net revenues was driven primarily by increased Enterprise net revenues due to continued growth in demand for UC and stronger Consumer revenues as a result of a refreshed and enhanced next generation product portfolio. The increase in absolute dollars in international revenues was due primarily to increased Enterprise net revenues reflecting continued growth in demand for UC products and, to a lesser extent, higher Consumer revenues. International revenues were reduced by approximately $5 million, net of the effects of hedging, in fiscal year 2015 compared to fiscal year 2014, due to unfavorable foreign exchange fluctuations in the other foreign currencies in which we sell.


Cost of Revenues and Gross Profit
 
Cost of revenuesRevenues consists primarily of direct manufacturing and contract manufacturermanufacturing costs, amortization of acquired technology, freight, warranty, expense, freight expense, depreciation, duty expense, reservescharges for excess and obsolete inventory, depreciation, duties, royalties, and an allocation of overhead expenses, including facilities, IT, and human resources costs.expenses.
 Fiscal Year Ended  Fiscal Year Ended  
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
Products
Net revenues$1,470,826$1,432,736$38,090 2.7 %$1,432,736$1,510,770$(78,034)(5.2)%
Cost of revenues863,5291,049,826(186,297)(17.7)%1,049,826902,625147,201 16.3 %
Gross profit$607,297$382,910$224,387 58.6 %$382,910$608,145$(225,235)(37.0)%
% of products net revenues41.3 %26.7 %26.7 %40.3 %
Services
Net revenues$256,781$264,254$(7,473)(2.8)%$264,254$163,765$100,489 61.4 %
Cost of revenues87,52794,929(7,402)(7.8)%94,92977,77117,158 22.1 %
Gross profit$169,254$169,325$(71)— %$169,325$85,994$83,331 96.9 %
% of services net revenues65.9 %64.1 %64.1 %52.5 %
Total
Net revenues$1,727,607$1,696,990$30,617 1.8 %$1,696,990$1,674,535$22,455 1.3 %
Cost of revenues951,0561,144,755(193,699)(16.9)%1,144,755980,396164,359 16.8 %
Gross profit$776,551$552,235$224,316 40.6 %$552,235$694,139$(141,904)(20.4)%
% of total net revenues44.9 %32.5 %32.5 %41.5 %
  Fiscal Year Ended     Fiscal Year Ended    
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Net revenues $818,607
 $865,010
 $46,403
 5.7% $865,010
 $856,907
 $(8,103) (0.9)%
Cost of revenues 391,979
 403,391
 11,412
 2.9% 403,391
 422,233
 18,842
 4.7 %
Gross profit $426,628
 $461,619
 $34,991
 8.2% $461,619
 $434,674
 $(26,945) (5.8)%
Gross profit % 52.1% 53.4% 
   53.4% 50.7% 
  


Products

Compared to the prior fiscal year, gross profitGross Profit as a percentage of revenues decreasedTotal Product Net Revenues increased in fiscal year 2016Fiscal Year 2021, due primarily to the weakeningone-time long-lived asset impairment of foreign currencies relativeexisting technology related to our Voice products taken in the USD, which negatively impacted margins on our international product sales.fourth quarter of Fiscal Year 2020 and the associated reduction in intangible asset amortization expense. Gross profit was further negatively impacted by a lower mix of Core Enterprise sales, which carry higher margins than our UC and Consumer categories.

Compared to the prior year, gross profitProfit as a percentage of revenuesTotal Product Net Revenues also increased due to lower inventory reserve charges in fiscal year 2015Fiscal Year 2021 as compared to Fiscal Year 2020, primarily due primarily to reductionsthe charges recorded during the third quarter of Fiscal Year 2020 in connection with the optimization of our consumer product portfolio, which did not recur. Partially offsetting these favorable items was COVID-19 related incremental manufacturing and logistics costs and higher revenues from next-generation mobile products carrying better margins.  These favorable impactsVideo product transitions.

Services

Gross Profit as a percentage of Total Services Net Revenues increased primarily due to the decrease in the Acquisition-related deferred revenue fair value adjustment and a lower fixed cost base.

Operating Expenses
Operating Expenses for Fiscal Years 2021, 2020, and 2019 were offset in part by the following:  (i) a shift in product mix from Enterprise to Consumer; (ii) within Enterprise, the continued ramp in UC, which carries lower margins than our non-UC Enterprise products; and (iii) non-recurrence of a favorable adjustment made in fiscal year 2014 to correct an immaterial error related to our warranty and sales returns reserves. as follows:

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There are significant variances in gross profit percentages between our higher and lower margin products; therefore, small variations in product mix, which can be difficult to predict, can have a significant impact on gross profit.  Gross profit may also vary based on distribution channel, return rates, and other factors.
 Fiscal Year Ended  Fiscal Year Ended  
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
Research, development and engineering$209,290$218,277$(8,987)(4.1)%$218,277$201,886$16,391 8.1 %
% of total net revenues12.1 %12.9 %12.9 %12.1 %
Selling, general, and administrative488,378595,463(107,085)(18.0)%595,463567,87927,584 4.9 %
% of total net revenues28.3 %35.1 %35.1 %33.9 %
Impairment of goodwill and long-lived assets489,094(489,094)(100.0)%489,094489,094 100.0 %
% of total net revenues— %28.8 %28.8 %— %
Loss (gain), net from litigation settlements17,561(721)18,282 2,535.6 %(721)975(1,696)(173.9)%
% of total net revenues1.0 %— %— %0.1 %
Restructuring and other related charges48,70454,177(5,473)(10.1)%54,17732,69421,483 65.7 %
% of total net revenues2.8 %3.2 %3.2 %2.0 %
Total Operating Expenses$763,933$1,356,290(592,357)(43.7)%$1,356,290$803,434552,856 68.8 %
% of total net revenues44.2 %79.9 %79.9 %48.0 %


Research, Development, and Engineering

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

  Fiscal Year Ended     Fiscal Year Ended    
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Research, development and engineering $84,781
 $91,627
 $6,846
 8.1% $91,627
 $90,408
 $(1,219) (1.3)%
% of total net revenues 10.4% 10.6% 

   10.6% 10.6% 
  

The decrease in research, development,Research, Development, and engineeringEngineering expenses in fiscal year 2016Fiscal Year 2021 compared to fiscal year 2015Fiscal Year 2020 was primarily due primarily to ato lower compensation expense driven by reduction in variable compensation associated with lower profitabilityheadcount, cost control efforts, and a favorable impactdecreased expenses due to foreign currency fluctuations. These itemsCOVID-19 restrictions. The decreases were partially offset by higher equity-basedincentive compensation expense resulting from restricted stock grants made after May 2013, which vest over three years,when compared to restricted stock grants madethe prior to May 2013, which vest over four years.year period.

The increase in research, development, and engineering expenses in fiscal year 2015 compared to fiscal year 2014 was due primarily to $4.7 million in headcount-related costs, including increased salary expense, and performance-based compensation, and an increase to equity-based compensation resulting from the shorter vesting schedule of restricted stock grants made after May 2013 compared to restricted stock grants made prior to May 2013.



Selling, General, and Administrative
 
Selling, general,General, and administrative expense consistsAdministrative costs are expensed as incurred and consist primarily of compensation costs, marketing costs, travel expenses, professional service fees, and allocations of overhead expenses, including IT, facilities, and human resources costs.expenses.
  Fiscal Year Ended     Fiscal Year Ended    
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Selling, general and administrative $201,176
 $229,569
 $28,393
 14.1% $229,569
 $221,299
 $(8,270) (3.6)%
% of total net revenues 24.6% 26.5% 

   26.5% 25.8% 

  


The decrease in selling, general,Selling, General, and administrativeAdministrative expenses in fiscal year 2016Fiscal Year 2021 compared to fiscal year 2015Fiscal Year 2020 was primarily due primarily to a reductionintegration related expenses that did not occur in variablethe current period, lower compensation expense associated withdriven by reduced headcount and lower profitability, a favorable impactsales commissions, decreased expenses due to foreign currency fluctuations,COVID-19 restrictions, and reduced legal, IT, and outside services expenses. Theseother cost control efforts. The decreases were partially offset by higher equity-basedincentive compensation expense resulting from the shorter vesting schedule of restricted stock grants made after May 2013when compared to restricted stock grants madethe prior to May 2013,year period.

Impairment of Goodwill and an increaseLong-lived Assets

The decrease in bad debt expense related to RadioShack's bankruptcy proceedings.

The increaseImpairment of Goodwill and Long-lived Assets in selling, general, and administrative expenses in fiscal year 2015Fiscal Year 2021 compared to fiscal year 2014Fiscal Year 2020 was due primarily to $13.5a one-time goodwill impairment charge of $483.7 million and long-lived asset impairment charge of $5.4 million recorded in higher headcount-related costs resulting from higher performance-based compensation reflecting higher net revenuesthe fourth quarter of Fiscal Year 2020. There were no impairment charges recorded in Fiscal Year 2021. The impairment charge was recorded as a result of the overall decline in our earnings and higher overall achievement against targets, including an increasea sustained decrease in our share price. Refer to equity-based compensation resulting fromNote 8, Goodwill and Purchased Intangible Assets, of the shorter vesting scheduleaccompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data of restricted stock grants made after May 2013 compared to restricted stock grants made prior to May 2013. We also experienced an increase of $3.3 million in depreciation and $7.1 million in higher legal expenses, driven mainly by ongoing litigation.this Annual Report on Form 10-K.


GainLoss (gain) from Litigation Settlements


During Fiscal Year 2021, we recorded litigation charges for settlements that occurred during the fiscal year ended March 31, 2016 we recognizedperiod compared to immaterial gains from litigation in Fiscal Year 2020. Refer to Note 9, Commitments and Contingencies, of approximately $1.2 million, net of immaterial legal contingency fees, within operating income. These gains were primarily the result of net receipts of $0.8 million from a competitor to dismiss litigation involving the alleged infringement of a patent assigned to us as well as miscellaneous immaterial settlements with other parties.

During the fiscal year ended March 31, 2015 we recognized gains of approximately $8.7 million, net of immaterial legal contingency fees, within operating income. These gains were the result of net receipts of $6.5 million from a competitor to dismiss litigation involving the alleged infringement of a patent assigned to us and $2.2 million relatedaccompanying Notes to the resolutionConsolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data of an insurance coverage dispute with one of our insurance carriers. There were no such gains for the fiscal year ended March 31, 2014.this Annual Report on Form 10-K.

51


Restructuring and Other Related Charges


  Fiscal Year Ended     Fiscal Year Ended    
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Restructuring and other related charges $547
 $
 $(547) 100.0% $
 $16,160
 $16,160
 100.0%
% of net revenues 0.1% %     % 1.9%    

In the third quarter of fiscal year 2016During Fiscal Year 2021, we initiated a restructuring plan intended to streamline and focus our efforts in order to more closely align our cost structure with our projected future revenue streams, which will better position us for improved operating performance and profitability. This measure was taken as a part of a broader effort to optimize the organization around our long-term strategic initiatives while adjusting for current macroeconomic business conditions and involved the reduction of approximately 125 positions. These staff reductions were substantially complete by the end of fiscal year 2016.

In connection with this plan, we have recorded pre-tax charges of approximately $16.2 million, consisting of severance and related benefits. These charges were offset by a reduction in our fiscal year 2016 stock-based compensation expense of $1.5 million attributable to stock award forfeitures resulting from the restructuring action. Projected annual saving from this plan are in the range of approximately $15 to $16 million and will enable us to reduce our cost structure to better support our long-term profitability targets and maintain our competitiveness. See Note 11, Restructuring and Other Related Charges, to further reduce expenses and optimize our cost structure. These actions consisted of ourheadcount reductions and office closures. Refer to Note 11, Restructuring and Other Related Charges, of the accompanying Notes to the Consolidated Financial Statements in included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information on restructuring costs..


Interest Expense

 Fiscal Year EndedFiscal Year Ended
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
Interest expense$82,606 $92,640 $(10,034)(10.8)%$92,640 $83,000 $9,640 11.6 %
% of total net revenues4.8 %5.5 %5.5 %5.0 %

The decrease in Interest expense of $25.1 million for fiscal year 2016,Expense in Fiscal Year 2021 compared to Fiscal Year 2020 was primarily relateddue to a lower outstanding balance on the term loan facility, the gains recognized on the repurchase of outstanding debt, and lower interest rates. Refer to Note 10, Debt, of the accompanying Notes to the 5.50% Senior NotesConsolidated Financial Statements included within “Item 8. Financial Statements and included $1.2 millionSupplementary Data” of this Annual Report on Form 10-K.

Other Non-Operating Income, Net
 Fiscal Year Ended  Fiscal Year Ended
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
Other Non-Operating Income, net$(5,108)$(112)$(4,996)(4,460.7)%$(112)$(6,603)$6,491 98.3 %
% of total net revenues(0.3)%— %— %(0.4)%

During Fiscal Year 2021, Other Non-Operating Income, net increased primarily due to unrealized gains on the deferred compensation asset portfolio during the period compared to immaterial unrealized losses on the deferred compensation portfolio offset by immaterial net foreign currency gains in amortization of debt issuance costs. Interest expense for fiscal years 2015 and 2014 was immaterial and did not include such costs.the prior period.


Income Tax ExpenseBenefit
 Fiscal Year Ended Fiscal Year Ended 
(in thousands, except percentages)April 3, 2021March 28, 2020ChangeMarch 28, 2020March 30, 2019Change
Loss before income taxes$(64,880)$(896,583)$831,703 93 %$(896,583)$(185,692)$(710,891)(383)%
Income tax benefit(7,549)(69,401)61,852 89 %(69,401)(50,131)(19,270)(38)%
Net loss$(57,331)$(827,182)$769,851 93 %$(827,182)$(135,561)$(691,621)(510)%
Effective tax rate11.6 %7.7 %7.7 %27.0 %
  Fiscal Year Ended   Fiscal Year Ended  
(in thousands) March 31, 2014 March 31, 2015 Change March 31, 2015 March 31, 2016 Change
Income before income taxes $141,139
 $145,251
 $4,112
 2.9 % $145,251
 $82,176
 $(63,075) (43.4)%
Income tax expense 28,722
 32,950
 4,228
 14.7 % 32,950
 13,784
 (19,166) (58.2)%
Net income $112,417
 $112,301
 $(116) (0.1)% $112,301
 $68,392
 $(43,909) (39.1)%
Effective tax rate 20.4% 22.7% 

   22.7% 16.8% 

  


The effectiveDuring Fiscal Year 2021, we recognized tax benefit from an audit settlement with the Israeli Tax Authority and an enacted statutory tax rate for fiscal year 2016 is lower thanincrease in Netherlands, which resulted in revaluation of deferred tax assets ("DTA's").

Valuation allowances are established when necessary to reduce DTA's to the amounts that inare more-likely-than-not expected to be realized. Management assesses the previous year due primarilyavailable positive and negative evidence to domestic interest expense on new debt and tax benefits associated with the unwind of prior cost-sharing of stock based compensation for the engineering function. A retroactive and permanent reinstatementestimate whether sufficient future taxable income will be generated to permit use of the federal research credit was signed into law on December 18, 2015. As such, our effective tax rate for fiscal year 2016 includes the benefit of one quarter of credits for fiscal year 2015 plus the tax benefit for the fiscal year 2016 tax credit.

The effective tax rate for fiscal year 2015 is higher than the previous year due primarilyexisting DTA's. Valuation allowances are established when necessary to reduce DTA's to the absenceamounts that are more-likely-than-not to be realized. On the basis of several one-time, discrete items that benefited the tax rate in the previous year, suchthis evaluation, as the generation of a foreign tax credit carryover, changes in Mexican tax law that resulted in the reversal ofApril 3, 2021, a valuation allowance against our U.S. federal and a deduction for qualifying domestic production activities. These factors were offset by a higher proportionstate DTA's continues to be maintained.
52


As of income earnedApril 3, 2021, we had approximately $94.1 million in foreign jurisdictionsnon-U.S. net DTA's after valuation allowance. A significant portion of our DTA's relate to internal intangible property restructuring between wholly-owned subsidiaries. At this time, based on evidence currently available, we consider it more-likely-than-not that is taxed at lower rates and by an increasewe will have sufficient taxable income in the benefit fromfuture that will allow us to realize our DTA's.

The amount of the U.S. federal research tax credit. Our fiscal year 2015 included four quartersDTA's considered realizable, however, could be adjusted if estimates of benefit fromfuture taxable income increase or decrease, or if objective negative evidence in the U.S. federal research tax credit because the credit expired on December 31, 2014 but was retroactively reinstated in January 2015. In contrast, duringform of cumulative losses is no longer present and additional weight is given to subjective evidence, such as our fiscal year 2014, the credit was only available for three quarters as the credit expired December 31, 2013 and was not renewed.future projections.


Our effective tax rate for fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 20142019 differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, the goodwill impairment charge, income tax credits, state taxes, the Tax Cuts and Jobs Act (the “Tax Act”), and other factors. Our future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, or a change in estimate of future taxable income, which could result in a valuation allowance being required.


We had $12.7 million
53

FINANCIAL CONDITION

Liquidity and $12.6 million as of March 31, 2015 and 2014, respectively. The unrecognized tax benefits as of the end of fiscal year 2016 would favorably impact the effective tax rate in future periods, if recognized.

It is our continuing practice to recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2016, we had approximately $1.6 million of accrued interest related to uncertain tax positions, compared to $1.8 million and $1.7 million as of March 31, 2015 and 2014, respectively. No penalties have been accrued.Capital Resources
 
The liability for uncertain tax positions may be reduced for liabilities that are settledfollowing tables present selected financial information and statistics:

(in thousands)April 3, 2021March 28, 2020
Cash and cash equivalents and short-term investments217,119 225,720 
Property, plant, and equipment, net140,875 165,858 
Current portion of long-term debt478,807 — 
Long-term debt, net of issuance costs1,496,064 1,621,694 
Working capital213,975 209,203 
Fiscal Year Ended
April 3, 2021March 28, 2020
Cash provided by operating activities145,180 78,019 
Cash used in investing activities(18,877)(17,082)
Cash provided by (used in) financing activities353,319 (46,375)

Our Cash and Cash equivalents as of April 3, 2021 consist of bank deposits with taxing authorities or on which the statutethird-party financial institutions.  As of limitations could expire without assessment from tax authorities.  Currently, we cannot reasonably estimate the amount of reductions, if any, during the next twelve months.


The Company and its subsidiaries are subject to taxation in various foreign and state jurisdictions, including the U.S.  All federal tax matters have been concluded for tax years prior to fiscal year 2013. The California Franchise Tax Board completed its examinationApril 3, 2021, of our 2007$217.1 million of Cash and 2008 tax years. The Company received a NoticeCash Equivalents and Short-term Investments, $65.1 million was held domestically, while $152.0 million was held by foreign subsidiaries, and approximately 51% was based in USD-denominated instruments. As of Proposed Assessment and responded by filing a protest letter. The amountApril 3, 2021, our Short-term Investments were composed of the proposed assessmentmutual funds. An additional source of liquidity is not material.  Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except for the United Kingdom, which has been concluded for tax years prior to fiscal year 2015.$98.6 million of availability from our revolving credit facility, net of outstanding letters of credit.

FINANCIAL CONDITION

The following table summarizes our cash flows from operating, investing, and financing activities for each of the past three fiscal years:
(in thousands) Fiscal Year Ended March 31, Change
Total cash provided by (used for): 2014 2015 2016 2014 vs. 2015 2015 vs. 2016
Operating activities $141,491
 $154,438
 $146,869
 $12,947
 $(7,569)
Investing activities (57,971) (21,566) (131,600) 36,405
 (110,034)
Financing activities (80,534) (85,218) (56,697) (4,684) 28,521
Effect of exchange rate changes on cash and cash equivalents 942
 (3,508) (156) (4,450) 3,352
Net increase (decrease) in cash and cash equivalents $3,928
 $44,146
 $(41,584)    


We use cash provided by operating activities as our primary source of liquidity. We expect that cash provided by operating activities will fluctuate in future periods as a result of a number of factors, including fluctuations in our revenues, the timing of compensation-related payments, such as our annual bonus/variable compensation plan, interest payments on our long-term debt, product shipments, during the quarter, accounts receivable collections, inventory and supply chain management, and the timing and amount of tax and other payments. 


During Fiscal Year 2021, Cash Provided by Operating Activities of $145.2 million was a result of $(57.3) million of Net Loss, non-cash adjustments to net loss of $226.0 million and a decrease in the net change in operating assets and liabilities of $(23.5) million. Cash Used in Investing Activities of $(18.9) million during Fiscal Year 2021 consisted primarily of Capital Expenditures of $(22.7) million, partially offset by Proceeds from Sales of Investments of $2.5 million and Proceeds from Sale of Property, Plant, and Equipment of $1.9 million. Cash Provided by Financing Activities of $353.3 million during Fiscal Year 2021 consisted primarily of Proceeds from Debt Issuance, net of Issuance Costs of $493.9 million and $12.3 million of Proceeds from Issuances Under Stock-based Compensation Plans. This was partially offset by $(147.0) million Repayments of Long-term Debt and $(5.9) million for Employees' Tax Withheld and Paid for Restricted Stock and Restricted Stock Units.

During Fiscal Year 2020, Cash Provided by Operating Activities of $78.0 million was a result of $(827.2) million of Net cash providedLoss, non-cash adjustments to net loss of $906.7 million and a decrease in the net change in operating assets and liabilities of $(1.5) million. Cash Used in Investing Activities of $(17.1) million during Fiscal Year 2020 consisted primarily of Capital Expenditures of $(22.9) million, partially offset by operating activitiesProceeds from Sale of Property, Plant, and Equipment of $4.7 million and Proceeds from Sales of Investments of $2.2 million. Cash Used in Financing Activities of $(46.4) million during the year ended March 31, 2016 decreased from the prior year dueFiscal Year 2020 consisted primarily to lower net income after adjustingRepayments of Long-term Debt of $(25.0) million, Payment of Cash Dividends of $(24.0) million, and Employees' Tax Withheld and Paid for non-cash items - predominantly the remeasurementRestricted Stock and Restricted Stock Units of our non-designated hedge instruments, stock-based compensation, non-cash restructuring charges, and depreciation/amortization. These items$(9.9) million. The uses of cash were partially offset by a decrease in accounts receivable, and an increase in accounts payable both driven by a shorter cash conversion cycle.Proceeds from Issuances Under Stock-based Compensation Plans of $12.5 million.

54

Net cash provided by operating activities during the year ended March 31, 2015 increased from the prior year due primarily to higher net income after adjusting for non-cash items, predominantly stock-based compensation and depreciation, a decrease in accounts receivable, and an increase in accounts payable both due to improved working capital management. These items were partially offset by increase in current assets related to participant deferrals as part of our deferred compensation plan. Please refer to Note 5, Deferred Compensation of our Notes to Consolidated Financial Statements in this Form 10-K for more information regarding our deferred compensation plan.

Capital Expenditures
Investing Activities
Net cash used for investing activities during the year ended March 31, 2016 increased from the year ended March 31, 2015 due to an increase in the net purchases of investments and an increase in capital expenditures.

Net cash used for investing activities during the year ended March 31, 2015 decreased from the year ended March 31, 2014 due to a decrease in capital expenditures and an increase in the net cash received from sales of investments. Cash used for investing activities for the year ended March 31, 2015 does not include approximately $2.1 million of capital expenditures as the corresponding accruals were included within accounts payable at March 31, 2015 and therefore did not have an impact on cash flows for the period.



We anticipate our capital expenditures in fiscal year 2017 toFiscal Year 2022 will be approximately $25.0$35 million to $30.0$45 million, relatedrelating primarily to costs associated with the purchase and related construction of a new smarter working office for our European headquarters in the Netherlands as well as costs associated with building and leasehold improvements at our U.S. headquarters, the implementation of a manufacturing execution system at our facility in Mexico, and other IT-related expenditures. The remainder of the anticipated capital expenditures for fiscal year 2017 consist primarily of capital investment in our manufacturing capabilities, including tooling for new products.products, new information technology ("IT") investments, and facilities upgrades. We will continue to evaluate new business opportunities and new markets; asmarkets. As a result, our future growth within the existing business or new opportunities and markets may dictate the need for additional facilities and capital expenditures to support that growth.


Financing ActivitiesDebt

Net cash used for financing activities during the year ended March 31, 2016 decreased from the year ended March 31, 2015 primarily driven by net proceeds received from issuance of the 5.50% Senior Notes partially offset by an increase in the level of common stock repurchases.

Net cash used for financing activities during the year ended March 31, 2015 increased from the year ended March 31, 2014 due to an increase in the level of common stock repurchases and an increase in our quarterly dividend beginning in the first quarter of our fiscal year 2015. These items were partially offset by an increase in proceeds from our revolving line of credit.

On May 3, 2016, we announced that our Audit Committee of the Board of Directors ("the Audit Committee") had declared a cash dividend of $0.15 per share of our common stock, payable on June 10, 2016 to stockholders of record at the close of business on May 20, 2016.  We expect to continue paying a quarterly dividend of $0.15 per share of our common stock; however, the actual declaration of dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee each quarter after its review of our financial performance and financial position.

Liquidity and Capital Resources
Our primary discretionary cash uses have historically been for repurchases of our common stock and dividend payments.  At March 31, 2016, we had working capital of $487.8 million, including $395.3 million of cash, cash equivalents, and short-term investments, compared to working capital of $507.8 million, including $374.7 million of cash, cash equivalents, and short-term investments at March 31, 2015.  The decrease in working capital at March 31, 2016 compared to March 31, 2015 results from the decrease in accounts receivable and increase in accounts payable both due primarily to improved working capital management.

Our cash and cash equivalents as of March 31, 2016 consist of bank deposits with third party financial institutions, Commercial Paper, and Corporate Bonds.  We monitor bank balances in our operating accounts and adjust the balances as appropriate.  Cash balances are held throughout the world, including substantial amounts held outside of the U.S.  As of March 31, 2016, of our $395.3 million of cash, cash equivalents, and short-term investments, $40.9 million is held domestically while $354.4 million is held by foreign subsidiaries, approximately 90% of which were based in U.S. dollar-denominated holdings. The costs to repatriate our foreign earnings to the U.S. would likely be material; however, our intent is to indefinitely reinvest our earnings from foreign operations, and our current plans do not require us to repatriate them to fund our U.S. operations as we generate sufficient domestic operating cash flow and have access to external funding under our current revolving line of credit. Our investments are intended to establish a high-quality portfolio that preserves principal and meets liquidity needs.  As of March 31, 2016, our investments are composed of Mutual Funds, US Treasury Notes, Government Agency Securities, Commercial Paper, Corporate Bonds, and Certificates of Deposits ("CDs").

From time to time, our Board of Directors ("the Board") authorizes programs under which we may repurchase shares of our common stock, depending on market conditions, in the open market or through privately negotiated transactions, including accelerated stock repurchase agreements. The following table summarizes our repurchase of common stock as part of these publicly announced repurchase programs as well as shares withheld in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans:
(in millions except share data)Fiscal Year Ended March 31,
 2014 2015 2016
Repurchase of common stock:     
Shares1,949,407
 2,221,448
 9,077,223
Cost$85.7
 $112.9
 $497.4
      
Employees' tax withheld and paid for restricted stock and restricted stock units:     
Shares138,022
 164,387
 200,642
Cost$6.2
 $7.6
 $11.1

As of March 31, 2016, there remained a total of 634,011 shares authorized for repurchase under the stock repurchase program approved by the Board on January 29, 2016. Refer to Note 12, Common Stock Repurchases, of our Notes to Consolidated Financial Statements in this Form 10-K for more information regarding our stock repurchase programs. We had no retirements of treasury stock in fiscal years 2016, 2015, and 2014.

In May 2015,July 2, 2018, we entered into an Amended and Restateda Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Bank”“Credit Agreement”). The Credit Agreement amended and restatedreplaced our prior revolving credit agreement, dated as of May 2011.facility in its entirety. The Credit Agreement provides for (i) a $100.0 million unsecured revolving credit facility to augment our financial flexibility. Our obligationswith an initial maximum aggregate amount available of $100 million that matures in July 2023 and (ii) a $1.275 billion term loan facility that matures in July 2025. On July 2, 2018, the Company borrowed the full amount available under the term loan facility of $1.245 billion, net of approximately $30 million of discounts and issuance costs. Borrowings under the Credit Agreement are requiredbear interest due on a monthly basis at a variable rate equal to be guaranteed(i) LIBOR plus a specified margin, or (ii) the base rate (which is the highest of (a) the prime rate publicly announced from time to time by Wells Fargo Bank, National Association, (b) the Company’s domestic subsidiaries, subjectfederal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin. As of April 3, 2021, the Company had five letters of credit outstanding under the revolving credit facility for a total of $1.4 million. In Fiscal Year 2021, we prepaid $130.0 million of our outstanding principal on the term loan facility. For additional details, refer to certain exceptions.Note 10, Debt, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.


In May 2016, we executed a FirstOn February 20, 2020, the Company entered into an Amendment No. 2 to Amended and Restated Credit Agreement (the “Amendment”) by and Limited Waiver (the “Amended Credit Agreement”among the Company, the financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Agent”). The AmendedAmendment amended the Credit Agreement, extendsas previously amended, to (i) increase the termmaximum Secured Net Leverage Ratio (as defined in the Credit Agreement) permitted under the Credit Agreement to 3.75 to 1.00 through December 26, 2020 and 3.00 to 1.00 thereafter and (ii) decrease the minimum Interest Coverage Ratio (as defined in the Credit Agreement) required under the Credit Agreement to 2.25 to 1.00 through December 26, 2020 and 2.75 to 1.00 thereafter.

Additionally, the Amendment modified the calculation of the Secured Net Leverage Ratio and the Interest Coverage Ratio solely for purposes of compliance with Sections 7.11(a) and 7.11(b) of the Credit Agreement by one year to May 9,(i) calculate the Secured Net Leverage Ratio net of the aggregate amount of unrestricted cash and Cash Equivalents (as defined in the Credit Agreement) on the balance sheet of the Company and its Restricted Subsidiaries (as defined in the Credit Agreement) as of the date of calculation up to an amount equal to $150,000,000 and (ii) solely for purposes of any fiscal quarter ending from December 29, 2019 through December 26, 2020, increase the cap on Expected Cost Savings (as defined in the Credit Agreement) in determining Consolidated EBITDA (as defined in the Credit Agreement) to the greater of (A) 20% of Consolidated EBITDA for such Measurement Period (as defined in the Credit Agreement) (calculated before giving effect to any such Expected Cost Savings to be added back pursuant to clause (a)(ix) of the definition of Consolidated EBITDA) and waives a default(B)(x) for the period from December 29, 2019 through March 28, 2020, $121,000,000, (y) for the period from March 29, 2020 through June 27, 2020, $107,000,000 and (z) for the period from June 28, 2020 through December 26, 2020, $88,000,000.
The financial covenants under the Credit Agreement in effect as of March 31, 2016 in which our debt to EBITDA ratio minimally exceededand Amendment described above are for the previously agreed upon ratio of 3:1. The breachbenefit of the covenant was primarily a resultrevolving credit lenders only and do not apply to any other debt of the Company. The Credit Agreement also contains various other restrictions and covenants, some of which become more stringent over time, including restrictions on the ability of us and certain of our restructuring activities insubsidiaries to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions, make investments, and pay dividends and other distributions. 

As of April 3, 2021, the third and fourth quartersCompany had five letters of fiscal year 2016.

Revolving loanscredit outstanding under the Amended Credit Agreement will bear interest, at our election, at (i) the Bank’s announced prime rate less 1.20% per annum or (ii)revolving credit facility for a daily one-month LIBOR rate plus 1.40% per annum. Principal, together with all accruedtotal of $1.4 million and unpaid interest, onhad $98.6 million available under the revolving loans is duecredit facility. We believe that through the results of our cost reduction actions and payable on May 9, 2019. The Company is also obligateddebt pay downs, we will be able to pay a commitment fee of 0.37% per annum oncontinue to meet our financial covenants. However, if we are unable to meet our financial covenants, we have the average daily unused amount ofability to terminate the revolving line of credit which fee shall be payable quarterly in arrears.such that the financial covenants are no longer applicable. During the fourth quarter of Fiscal Year 2021, the maximum secured net leverage ratio allowed under our covenants is 3.00 to 1.00. The Company may prepay the loans and terminate the commitments under the Amended Credit Agreement at any time, without premium or penalty, subject to the reimbursementcovenant calculation provides for a number of certain costs. As of March 31, 2016 the Company had no outstanding borrowings under the line of credit. The line of credit requires us to comply with the following two financial covenant ratios, in each case at each fiscal quarter end and determined on a rolling four-quarter basis:

maximum ratio of funded debtallowable adjustments to earnings before interest, taxes, depreciation and amortization ("EBITDA");(EBITDA), including synergy cost savings. As of April 3, 2021, our secured net leverage ratio was 2.22 to 1.00, and we were in compliance with all financial covenants. Refer to Note 10, Debt, of the accompanying
55

Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
minimum EBITDA coverage ratio, which
On July 30, 2018, we entered into a four year amortizing interest rate swap agreement with Bank of America, N.A. The swap has an initial notional amount of $831 million and matures on July 31, 2022. The purpose of this swap is calculatedto hedge against changes in cash flows (interest payments) attributable to fluctuations in the contractually specified LIBOR interest rate associated with our credit facility agreement. The swap involves the receipt of floating-rate amounts for fixed interest rate payments over the life of the agreement. We have designated this interest rate swap as a cash flow hedge. The derivative is valued based on prevailing LIBOR rate curves on the date of measurement. We also evaluate counterparty credit risk when we calculate the fair value of the swap. For additional details, refer to Note 16, Derivatives, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

On March 4, 2021, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes. The 4.75% Senior Notes mature on March 1, 2029 and bear interest payments divided by EBITDA.

In addition, weat a rate of 4.75% per annum, payable semi-annually on March 1 and our subsidiaries are required to maintain unrestricted cash, cash equivalents and marketable securities plus availability under the Amended Credit Agreement at the endSeptember 1 of each fiscal quarteryear, commencing on September 1, 2021. As of at least $300.0 million. The Amended Credit Agreement contains customary eventsApril 3, 2021, the Company had $493.9 million of default that include, among other things, payment defaults, covenant defaults, cross-defaults with certain other indebtedness, bankruptcyRestricted Cash recorded on the Consolidated Balance Sheets. Restricted Cash represents cash held in trust and insolvency defaults, and judgment defaults. The occurrence of an event of default could result inrestricted for use to redeem the acceleration5.50% Senior Notes. A portion of the obligations underproceeds from the Amended Credit Agreement. As4.75% Senior Notes was used to redeem the 5.50% Senior Notes on May 17, 2021. Refer to Note 10, Debt, and Note 21, Subsequent Events, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

During the year ended March 31, 2016, we were in breachobtained $488.4 million from debt financing, net of ourissuance costs. The debt matures on May 31, 2023 and bears interest at a rate of 5.50% per annum, payable semi-annually on May 15 and November 15 of each year. Refer to EBITDA ratio covenant but in compliance with all other ratios and covenants by a substantial margin.

On May 2, 2016, we received a waiver fromNote 10, Debt, of the lender for noncompliance with the minimum EBITDA covenant at March 31, 2016. Pursuantaccompanying Notes to the termsConsolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data of the waiverthis Annual Report on Form 10-K.

We may at any time and amendmentfrom time to the Credit Agreement, the $16.2 million of restructuring charges recordedtime, depending on market conditions and prices, continue to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in our fiscal year 2016open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be excluded from the lender’s rolling four-quarter EBITDA calculation.  This exclusion of restructuring charges does not automatically extend to anyupon such future charges, should they be incurred.

This breach is not considered to be a cross-defaultterms and at such prices as we may determine, and will depend on prevailing market conditions, our 5.50% Senior Notesliquidity requirements, contractual restrictions and as such has no impact on the amount or timing of amounts payable related to these debt instruments.

Ourother factors. In addition, our liquidity, capital resources, and results of operations in any period could be affected by repurchases of our common stock, the payment in the future of cash dividends if the Board determines to reinstate the dividend program, the exercise of outstanding stock options, restricted stock grants under stock plans, and the issuance of common stock under the ESPP. The Acquisition of Polycom affected our ESPP.liquidity and leverage ratios and we are reducing our debt leverage ratios by prioritizing the repayment of the debt obtained to finance such Acquisition. We receive cash from the exercise of outstanding stock options under our stock plan and the issuance of shares under our ESPP. However, the resulting increase in the number of outstanding shares from these equity grants and issuances could affect our earnings per share. We cannot predict the timing or amount of proceeds from the sale or exercise of these securities or whether they will be exercised, forfeited, canceled, or will expire.


Toll Charge

As of April 3, 2021, the Company had paid $19.5 million of the toll charge under the Tax Act and the remaining toll charge liability of $59.4 million will be paid over the next five years. The Company also paid a $6.9 million toll charge in October 2018 related to Polycom’s pre-acquisition toll charge. For additional details, refer to Note 17, Income Taxes, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Common Stock Repurchases

From time to time, our Board authorizes programs under which we may repurchase shares of our common stock in the open market or through privately negotiated transactions, including accelerated stock repurchase agreements. On November 28, 2018, our Board approved a 1.0 million share repurchase program expanding our capacity to repurchase shares to approximately 1.7 million shares. During Fiscal Years 2021 and 2020, we did not repurchase any shares of our common stock. As of April 3, 2021, there remained a total of 1,369,014 shares authorized for repurchase under the share repurchase program approved by the Board. Refer to Note 13, Common Stock Repurchases, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. We had no retirements of treasury stock in Fiscal Years 2021 or 2020.
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Dividends

On April 15, 2020, we announced that our Board authorized the suspension of the quarterly dividend in order to further preserve financial flexibility. The suspension of the quarterly cash dividend resulted in approximately $25 million of annualized cash savings, which we used for deleveraging and strengthening the balance sheet. 

We believe that our current cashCash and cash equivalents, short-term investments, cash providedCash Equivalents, Short-term Investments, Cash Provided by operations,Operations, and the availability of additional funds under the Amended Credit Agreement, as amended from time to time, will be sufficient to fund our operations for at leastone year from the next 12 months;issuance of these Consolidated Financial Statements, however, any projections of future financial needs and sources of working capital are subject to uncertainty.uncertainty, particularly in light of the uncertainty resulting from the impact of COVID-19 on our financial results.  Readers are cautioned to review the risks, uncertainties, and assumptions set forth in this Annual Report on Form 10-K, including the sections entitled “Certain“Part I. Certain Forward-Looking Information”Information and “Risk Factors”“Part I. Item 1A. Risk Factors for factors that could affect our estimates for future financial needs and sources of working capital.




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


A substantial portion of the raw materials, components, and subassemblies used in our products are provided by our suppliers on a consignment basis. These consigned inventories are not recorded on our consolidated balance sheetConsolidated Balance Sheets until we take title to the raw materials, components, and subassemblies, which occurs when they are consumed in the production process. Prior to consumption in the production process, our suppliers bear the risk of loss and retain title to the consigned inventory. The terms of the agreements allow the Companyus to return parts in excess of maximum order quantities to the suppliers at the supplier’s expense. Returns for other reasons are negotiated with the suppliers on a case-by-case basis and to date have been immaterial. If our suppliers were to discontinue financing consigned inventory, it would require us to make cash outlays and we could incur expenses which, if material, could negatively affect our business and financial results. As of March 31, 2016 and 2015, we had off-balance sheet consigned inventories of $41.1 million and $33.4 million, respectively.
 
The following table summarizes our future contractual obligations as of March 31, 2016 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods:
  Payments Due by Period
(in thousands) Total Less than 1 year 1-3 years 4-5 years More than 5 years
Operating leases $9,227
 $2,416
 $2,801
 $2,155
 $1,855
Unconditional purchase obligations 150,930
 145,276
 5,654
 
 
Long term debt (5.50% Senior Notes) $707,455
 $27,500
 $55,000
 $55,000
 $569,955
Total contractual cash obligations $867,612
 $175,192
 $63,455
 $57,155
 $571,810

Operating Leases

We lease certain facilities under operating leases expiring through our fiscal year 2026. Certain of these leases provide for renewal options for periods ranging from one to three years and in the normal course of business, we may exercise the renewal options.

Unconditional PurchaseContractual Obligations


We utilizeuse several contract manufacturers to manufacture raw materials, components, and subassemblies for our products. We provide these contract manufacturers withproducts through our supply and demand information that typically covers periods up to 13 weeks, and they52 weeks. The contract manufacturers use this information to acquire components and build products. We also obtain individual components for our products from a wide variety of individual suppliers. Consistent with industry practice, we acquire components throughsuppliers using a combination of purchase orders, supplier contracts, including annual minimum purchase obligations, and open orders based on projected demand information. As of March 31, 2016,April 3, 2021, we had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $667.0 million, including off-balance sheet consigned inventories of $57.3 million.

The following table summarizes our future contractual obligations as of April 3, 2021 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods:
 Payments Due by Period
(in thousands)TotalLess than 1 year1-3 years4-5 yearsMore than 5 years
Operating leases (1)
$59,184 $19,024 $17,826 $10,462 $11,872 
Unconditional purchase obligations667,016 636,463 29,333 1,220 — 
Long-term debt (2)
2,188,435 507,438 47,306 1,064,184 569,507 
Toll charge59,445 5,790 33,929 19,726 — 
Total contractual obligations$2,974,080 $1,168,715 $128,394 $1,095,592 $581,379 
(1) Included in the lease obligations are sublease receipts, which have been netted against the gross lease payments above to arrive at our net minimum lease payments. Certain of these leases provide for renewal options and we may exercise the renewal options.
(2) Includes future interest on outstanding debt.

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Operating Leases

We lease certain facilities under operating leases expiring through the year ended April 3, 2027. Certain of these leases provide for renewal options for periods ranging from one to five years and in the normal course of business, we may exercise the renewal options. In addition to the net minimum lease payments noted above, we are contractually obligated to pay certain operating expenses during the term of the lease such as maintenance, taxes and insurance.

Unconditional Purchase Obligations

We use several contract manufacturers to manufacture raw materials, components, and subassemblies for our products through our supply and demand information that typically covers periods up to 52 weeks. The contract manufacturers use this information to acquire components and build products. We also obtain individual components for our products from a wide variety of individual suppliers using a combination of purchase orders, supplier contracts, including annual minimum purchase obligations, and open orders based on projected demand information. During Fiscal Year 2021, we experienced limited supply and an increase in lead time for certain key components, including semiconductor chips. We continue to monitor our supply chain and are taking action against limited supply and increasing lead times, including outreach to critical suppliers and entering into more contractual obligations to secure supply. As of April 3, 2021, we had outstanding off-balance sheet third-party manufacturing and component purchase commitments of $150.9 million, all of which we534.9 million. We expect to consume unconditional purchase obligations in the normal course of business.business, net of an immaterial purchase commitments reserve. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs in partnering with our suppliers given the current environment.


Toll Charge

As of April 3, 2021, our obligation associated with the deemed repatriation toll charge is $59.4 million, which we are paying over an eight year period in installments. For additional details regarding the Tax Act and the toll charge, refer to Note 17, Income Taxes, of the accompanying Notes to the Consolidated Financial Statements included within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Unrecognized Tax Benefits


As of March 31, 2016,April 3, 2021, short-term and long-term income taxes payable reported on our consolidated balance sheetConsolidated Balance Sheet included unrecognized tax benefits and related interest of $12.7$21.7 million and $1.6$3.6 million, respectively. We are unable to reliably estimate the timing of future payments related to unrecognized tax benefits, andas such, they are not included in the contractual obligations table above. We do not anticipate any material cash payments associatedIn February 2021, we reached a settlement with ourIsraeli Tax Authority covering tax years 2014 to 2018.As a result of this settlement, we decreased $2.9 million of unrecognized tax benefits to be made withinduring the next twelve months.fourth quarter of Fiscal Year 2021.




CRITICAL ACCOUNTING ESTIMATES
 
Our consolidated financial statementsConsolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). In connection with the preparation of our financial statements,Consolidated Financial Statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, future expectations and other factors that management believes to be relevant at the time our consolidated financial statementsConsolidated Financial Statements are prepared. On an ongoing basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statementsConsolidated Financial Statements are presented fairly and in accordance with U.S. GAAP. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.


Our significant accounting policies are discussed in Note 2,, Significant Accounting Policies, of the accompanying Notes to the Consolidated Financial Statements inincluded within “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. We believe the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee.


Revenue Recognition and Related Allowances
Inventory Valuation
Product Warranty Obligations
Income Taxes

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Goodwill, Purchased Intangibles, and Impairment

Revenue Recognition and Related Allowances
 
WeOur revenue consists of hardware, software, and services. Revenue is recognized when control for these offerings is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for products and services.

Our contracts with customers may include promises to provide multiple deliverables. Determining whether the offerings and services are considered distinct performance obligations that should be accounted for separately or as one combined performance obligation may require significant judgment. Judgment is required to determine the level of integration and interdependency between certain professional services and the related hardware and software. This determination influences whether the services are distinct and accounted for separately as a performance obligation.

Service revenue primarily includes maintenance support on hardware devices and is recognized ratably over the contract term as those services are delivered. Product, software, and certain other services are satisfied at a point in time when control is transferred or as the services are delivered to the customer.

Our indirect channel model includes both a two-tiered distribution structure, where we sell substantiallyto distributors that subsequently sell to resellers, and a one-tiered structure where we sell directly to resellers. For these arrangements, transfer of control begins at the time access to our services is made available to our customer and entitlements have been contractually established, provided all other criteria for revenue recognition are met. Judgment is required to determine whether our distributors and resellers have the ability to honor their commitment to pay, regardless of whether they collect payment from their customers. If market conditions change significantly, including increased uncertainty of our products to end users through distributors, retailers, and carriers. The Company recognizeschannel partners liquidity as a result of COVID-19, it could change our assessment, causing a material change in the amount of revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is reasonable assured. For most of the Company’s product sales, these criteria are met at either the time the product is shipped or the customer has received the product. Commercial distributors and retailers represent our largest sources of net revenues. that we report in a particular period.

Sales through our distribution and retail channels are made primarily under agreements allowing for rights of return in limited circumstances, such as stock rotation, non-conforming products, and includeinstances where the Company provides its approval. Certain agreements with retail customers may permit rights of return for additional reasons, such as customer satisfaction, in accordance with the terms of the particular contract. Our agreements typically provide for various sales incentive programs, such as back end rebates, advertising,discounts, marketing development funds, price protection, and other sales incentives. We have an established sales history for these arrangements and we record the estimated reserves and allowances at the time the related revenue is recognized. Customer sales returns are estimated based on historical data, relevant current data, and the monitoring of inventory build-up in the distribution channel.

The primary factors affecting our reserve for estimated customer sales returns includepartner incentives reduce revenue in the general timing of historical returnscurrent period and estimated return rates. The allowance for salesare intended to drive hardware sell through. Depending on how the payments are made and whether we have right to offset, the reserves associated with the partner incentive programs is based on contractual terms and historical experience in the form of payments or sell-through credits redeemed by our customers. Future market conditions or an evaluation of partner incentives may lead us to increase customer incentive offerings, possibly resulting in an incremental reduction of revenue.

We have not made any material changes in the accounting methodology we use to measure sales return reserves or incentive allowances during the past three fiscal years. Substantially all credits associated with these activities are processed within the following fiscal year, and therefore, do not require subjective long-term estimates; however, if actual results are not consistent with the assumptions and estimates used, we may be exposed to losses or gains that could be material. If we increased our estimate as of March 31, 2016 by a hypothetical 10%, our sales returns reserve and sales incentive allowance would have increased by approximately $0.7 million and $1.2 million, respectively. Net of the estimated value of the inventory that would be returned, this would have decreased gross profit and net income by approximately $4.0 million and $3.3 million, respectively.

When a sales arrangement contains multiple elements, such as hardware and software products and/or services, we allocate revenue to each element based on relative selling prices. The selling price for a deliverable is based on its vendor specific objective evidence ("VSOE"), if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE are available. In multiple element arrangements where more-than-incidental software deliverables are included, we allocate revenue to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement basedrecorded on the aforementioned selling price hierarchy. Consolidated Balance Sheet as either contra Accounts Receivable or Accounts Payable. For more details about revenue recognition see Note 19, Revenue recognizedand Major Customers, and the Risk Factors: "Failure to adequately service and support our product offerings, or a decline in demand for our service offerings, could harm our results of operations," and "The increased use of software in our products could impact the software portionway we recognize revenue which could adversely impact our financial results" included within “Item 8. Financial Statements and Supplementary Data” and “Part I. Item 1A. Risk Factors" of multiple element arrangements was less than 1% of total net revenues for the years ended March 31, 2016 and 2015. As of March 31, 2016 and 2015, total deferred revenue related to the software portion of multiple-element arrangements was $2.7 million and $2.0 million,this Annual Report on Form 10-K, respectively.




Inventory Valuation


Inventories are valued at the lower of cost or market.net realizable value. The Company holds inventory for both its products and services businesses. The Company writes down inventories that have become obsolete or are in excess of anticipated demand or net realizable value. Our estimate of write downs for excess and obsolete inventory is based on a detailed analysis of on-handon hand inventory and purchase commitments in excess of forecasted demand. Our products require long-lead time parts available from a limited numbersubset of vendors and, occasionally, last-time buys of raw materials for products with long lifecycles. The effects of demand variability, long-lead times, and last-time buys have historically contributed to inventory write-downs. Our demand forecast considers historical sales, sales price, projected future shipments, market conditions, inventory on hand, purchase commitments, product development plans and product life cycle, inventory on consignment, and other competitive factors. Significant and abrupt changes in product demand increases the complexity of management's evaluation of potential excess or obsolete inventory. During Fiscal Year 2021, the impact of the COVID-19 pandemic was an incremental variable in assessing our risk profile with respect to demand changes. Refer to "Off"Off Balance Sheet Arrangements" in this Annual Report on Form 10-KArrangements" for additional details regarding consigned inventories.


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We have not made any material changes in the accounting methodology we use to estimate our inventory write-downs or adverse purchase commitments during the past three fiscal years.periods presented. If the demand or market conditions for our products are less favorable than forecasted, including any market shifts or product demand due to the COVID-19 pandemic, or if unforeseen technological changes negatively impact the utility of our inventory, we may be required to record additional inventory write-downs or adverse purchase commitments, which would negatively affect our results of operations in the period the write-downs or adverse purchase commitments were recorded. If we increased our inventory reserve and adverse purchase commitment reserve estimates as of March 31, 2016April 3, 2021 by a hypothetical 10%, the reserves and cost of revenues would have each increased by approximately $0.4 $3.7 million and our net income would have been reduced by approximately $0.4$3.3 million.For more details about purchased inventory valuation and inventory reserves see Note 5, Details of Certain Balance Sheet Accounts and the Risk Factors: "The success of our new products depends on several factors which, if not achieved, could adversely impact our financial results," and "Product obsolescence or discontinuance and excess inventory can negatively affect our results of operations" included within “Item 8. Financial Statements and Supplementary Data” and “Part I. Item 1A. Risk Factors" of this Annual Report on Form 10-K, respectively.

Product WarrantyObligations

The Company records a liability for the estimated costs of warranties at the time the related revenue is recognized. Factors that affect the warranty obligation include historical and projected product failure rates, estimated return rates, material usage, service related costs incurred in correcting product failure claims, and knowledge of specific product failures that are outside of the Company’s typical experience. If actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material. If we increased our warranty obligation estimate as of March 31, 2016 by a hypothetical 10%, our obligation and the associated cost of revenues would have each increased by approximately $0.9 million and our net income would have been reduced by approximately $0.6 million.


Income Taxes


We are subject to income taxes in the U.S. and various foreign jurisdictions and our income tax returns are periodically audited by domestic and foreign tax authorities. These audits may include questions regarding our tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years may be subject to audit by various tax authorities. In evaluating the exposures associated with our various tax filing positions, we record a liability for such exposures. A number of years may elapse before a particular matter for which we have established a liability is audited and fully resolved or clarified.


To the extent we prevail in matters for which a liability has been established, or are required to pay amounts in excess of our established liability, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement would generally require use of our cash and may result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement wouldmay be recognized as a reduction in our effective income tax rate in the period of resolution.


We recognize the impact of an uncertain income tax position on income tax expense at the largest amount that is more-likely-than-not to be sustained.  An unrecognized tax benefit will not be recognized unless it has a greater than 50% likelihood of being sustained. We adjust our tax liability for unrecognized tax benefits in the period in which an uncertain tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position, or when more information becomes available. Our liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and apply judgment to estimate the exposures associated with our various filing positions.


Our provisionWe record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more-likely-than-not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. For more details about income taxes does not include provisions for U.S. income taxessee Note 17, Income Taxes, and foreign withholding taxes associated with the repatriationRisk Factor: "We operate in multiple tax jurisdictions globally. Our corporate tax rate may increase or we may incur additional tax liabilities, and/or changes in applicable tax regulations and resolutions of undistributed earningstax disputes could negatively impact our cash flow, financial condition, and results of certain foreign operations that we intend" included within “Item 8. Financial Statements and Supplementary Data” and “Part I. Item 1A. Risk Factors" of this Annual Report on Form 10-K, respectively.

Goodwill, Purchased Intangibles, and Impairment

Goodwill has been measured as the excess of the cost of an acquisition over the amount assigned to reinvest indefinitelytangible and identifiable intangible assets acquired, less liabilities assumed.  At least annually, in the foreign operations.fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair value at the Company’s reporting unit level.  The Company determines its reporting units by assessing whether discrete financial information is available and if segment management regularly reviews the results of that component.

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The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, these earnings were distributedafter assessing the totality of relevant events and circumstances, the Company determines that it is more-likely-than-not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed. However, if the Company concludes otherwise, a quantitative impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill. If the carrying amount of a reporting unit is greater than its estimated fair value, goodwill is written down by the excess amount, limited to the U.S. intotal amount of goodwill allocated to that reporting unit. The fair value of the form of dividends or otherwise, we would be subject to additional U.S. income taxes, subject to an adjustment for foreign tax credits, and foreign withholding taxes. Our current plans do not require repatriation of earnings from foreign operations to fund the U.S. operations because we generate sufficient domestic operatingCompany's reporting units is estimated using a discounted cash flow model (income approach), which utilizes Level 3 inputs. The income approach includes assumptions for, among others, forecasted revenue, operating income, and have access to external funding under our linediscount rates, all of credit. As a result, we do not expect a materialwhich require significant judgment by management. These assumptions also consider the current industry environment and outlook, and the resulting impact on the Company's expectations for the performance of its business.

Intangible assets other than goodwill are carried at cost and amortized over their estimated useful lives. The Company reviews identifiable finite-lived intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the related asset group may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset group and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset group exceeds its fair value. The fair value of an asset group is estimated using a discounted cash flow model (income approach), which utilizes Level 3 inputs. The income approach includes assumptions for, among others, forecasted revenue, operating income, and discount rates, all of which require significant judgment by management. For more details about impairment of goodwill and other intangible assets see Note 8, Goodwill and Purchased Asset Intangibles, and the Risk Factor: "Critical accounting estimates involve the use of judgements and if actual results vary from our businessestimates or assumptions underlying such estimates, our financial flexibility with respect to undistributed earningsresults could be negatively affected" included within “Item 8. Financial Statements and Supplementary Data” and “Part I. Item 1A. Risk Factors" of our foreign operations.this Annual Report on Form 10-K, respectively.



RECENT ACCOUNTING PRONOUNCEMENTS


Recently Issued Pronouncements

In March 2016,For a description of recent accounting pronouncements, including the Financial Accounting Standards Board ("FASB") issued additional guidance regarding share-based compensation, which outlines new provisions intended to simplify various aspects related to accounting for share-based paymentsexpected dates of adoption and their presentation in the financial statements. The guidance is effective our fiscal year ended March 31, 2018. Early adoption is permitted. We are currently evaluating the effect this new accounting guidance may haveestimated effects, if any, on our consolidated results of operations and cash flows.

In February 2016, the FASB issued additional guidance regarding both operating and financing leases, requiring lessees to recognize on their balance sheets “right-of-use assets” and corresponding lease liabilities, measured on a discounted basis over the lease term. Virtually all leases will be subject to this treatment except leases that meet the definition of a “short-term lease.” For expense recognition, the dual model requiring leases to be classified as either operating or finance leases has been retained from the prior standard. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. Classification will use criteria very similar to those applied in current lease accounting, but without explicit bright lines. Extensive additional quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of expense recognized and expected to be recognized. The new lease guidance will essentially eliminate off-balance sheet financing. The guidance is effective for our fiscal year ending March 31, 2020. The new standard must be adopted using a modified retrospective transition that provides for certain practical expedients and requires the new guidance to be applied at the beginningConsolidated Financial Statements, see Note 3, Recent Accounting Pronouncements, of the earliest comparative period presented. We are currently evaluating the effect this new accounting guidance may have on our consolidated results of operations, financial position, and cash flows.

In January 2016, the FASB issued additional guidance regarding the recognition and measurement of financial assets and liabilities. Changesaccompanying Notes to the current GAAP model primarily affect the accounting for equity investments, financial liabilities under the fair value option,Consolidated Financial Statements included within “Item 8. Financial Statements and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. We are required to adopt the standard in the first quarter of our fiscal year ending March 31, 2019, but may elect to adopt earlier as permitted under the standard. We are currently evaluating what impact, if any, the adoptionSupplementary Data” of this standard will haveAnnual Report on our consolidated results of operations, financial position, and cash flows.Form 10-K..


In July 2015, the FASB issued additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. We are required to adopt the standard in the first quarter of our fiscal year ending March 31, 2018, but may elect to adopt earlier as permitted under the standard. The adoption is not expected to have a material impact on our consolidated results of operations, financial position, or cash flows.

In April 2015, the FASB issued additional guidance regarding cloud computing arrangements. The guidance requires registrants to account for a cloud computing arrangement that includes a software license element consistent with the acquisition of other software licenses. Cloud computing arrangement without software licenses are to be accounted for as a service contract. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015. We have elected to adopt the new standard beginning in the first quarter of our fiscal year 2016. The adoption is not expected to have a material impact on our consolidated results of operations, financial position, or cash flows.

In May 2014, the FASB issued additional guidance regarding revenue from contracts with customers. Under the new standard, revenue will be recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In March 2016, the FASB issued additional guidance concerning "Principal versus Agent" considerations (reporting revenue gross versus net); in April 2016, the FASB issued additional guidance on identifying performance obligations and licensing; and in May 2016, the FASB issued additional guidance on collectibility, noncash consideration, presentation of sales tax, and transition. These updates are intended to improve the operability and understandability of the implementation guidance and have the same effective date and transition requirements as the greater "contracts with customers" standard. We are required to adopt the standard, as amended, in the first quarter of our fiscal year ending March 31, 2018 although, under the standard, we may adopt as early as the first quarter of our fiscal year ending March 31, 2017.  Presently, we are not yet in a position to assess the application date. We are currently evaluating what impact, if any, the adoption of this standard will have on our consolidated results of operations, financial position, and cash flows.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The following discussesdiscussion of our exposure to market risk related to changes in interest rates and foreign currency exchange rates.  This discussionrates contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors, including those set forth inincluded within “Part I. Item 1A, 1A. Risk Factors.Factors" of this Annual Report on Form 10-K.

INTEREST RATE AND MARKET RISK
 
As of March 31, 2016 and 2015, we reported the following balances in cash and cash equivalents, short-term investments, and long-term investments:
  March 31,
(in millions) 2015 2016
Cash and cash equivalents $276.9
 $235.3
Short-term investments $97.9
 $160.1
Long-term investments $107.6
 $145.6

As of March 31, 2016, our investments were composed of Mutual Funds, US Treasury Notes, Government Agency Securities, Commercial Paper, Corporate Bonds, and Certificates of Deposits ("CDs").

Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. Our investment policy limitsfloating-rate interest payments under our $1.275 billion term loan facility. In connection with the amountAcquisition, we entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Credit Agreement”). Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR plus a specified margin, or (ii) the base rate (which is the highest of credit(a) the prime rate publicly announced from time to time by Wells Fargo Bank, National Association, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR plus a specified margin.

On July 30, 2018, we entered into a four year amortizing interest rate swap agreement with Bank of America, NA as part of our overall strategy to manage our exposure to any one issuermarket risks associated with fluctuations in interest rates on the $1.275 billion term loan facility. As a matter of policy, we only enter into transactions that we believe will be highly effective at offsetting the underlying risk, and requires investments to be high credit quality, primarily rated A or A2 and above, with the objective of minimizing the potential risk of principal loss. All highly liquid investments with initial maturities of three months or less at the date of purchase are classified as cash equivalents. We classify our investments as either short-term or long-term based on each instrument's underlying effective maturity date. All short-term investments have effective maturities less than 12 months, while all long-term investments have effective maturities greater than 12 months or we do not currently haveuse derivatives for trading or speculative purposes. Our objective is to mitigate the ability to liquidate the investments. We may sell our investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. No material realized or unrealized net gains or losses were recognized during the years ended March 31, 2016 and 2015.

Interest rates were relatively unchanged in the year ended March 31, 2016 compared to the prior year. During the year ended March 31, 2016, we generated approximately $1.8 million of interest income from our portfolio of cash equivalents and investments, compared to $1.4 million in fiscal year 2015. During the years ended March 31, 2016 and 2015, we did not incur a significant amountimpact of interest expense duefluctuations on our profitability related to outstanding balances under our revolving lineinterest rate changes by minimizing movements in future debt payments with this interest rate swap.

The swap has an initial notional amount of credit.$831 million and matures on July 31, 2022. The 5.50% Senior Notes are at aswap involves the receipt of floating-rate interest payments for fixed interest rate and wepayments over the life of the agreement. We have not elected the fair value option for these instruments; accordingly we are not exposed to any economicdesignated this interest rate risk related to this indebtedness; however,swap as a cash flow hedge. Changes in the fair value of the derivative are recorded to Other Comprehensive Loss on the Consolidated Statements of Comprehensive Loss and are reclassified to Interest Expense over the life of the agreement. For
61

additional details, refer to Note 16, Derivatives, of the accompanying Notes to the Consolidated Financial Statements included within “Part II. Item 8. Financial Statements and Supplementary Data” of this instrument fluctuatesAnnual Report on Form 10-K.. During Fiscal Year 2021, we made payments of approximately $14.1 million on our interest rate swap and recognized $13.6 million within Interest Expense on the Consolidated Statement of Operations. As of April 3, 2021, we had an immaterial amount of interest accrued within Accrued Liabilities on the Consolidated Balance Sheet. We had an unrealized pre-tax loss of approximately $10.1 million recorded within Accumulated Other Comprehensive Loss as market interest rates change. The increase in interest expense caused by a 10 basis point increase in the interest rates of our variable-rate revolving line of credit indebtedness would not be significant.April 3, 2021. A hypothetical 10 basis points10% increase or decrease on market interest rates related to our investmentoutstanding term loan facility could result in a corresponding increase or decrease in annual interest expense of approximately $0.1 million.

Interest rates decreased during Fiscal Year 2021 compared to the prior fiscal year. During Fiscal Year 2021, we generated approximately $0.3 million of interest income from our portfolio would have an immaterial impact on our results of operations.Cash Equivalents and Short-term Investments, compared to $0.8 million in Fiscal Year 2020.


FOREIGN CURRENCY EXCHANGE RATE RISK


We are a net receiver of currencies other than the U.S. dollar ("USD").USD.  Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar,USD, could negatively affect our net revenuesTotal Net Revenues and gross marginsGross Margins, as expressed in U.S. dollars.USD.  There is a risk that we will have to adjust local currency product pricing due to competitive pressures if there is significant volatility in foreign currency exchange rates.


The primary currency fluctuations to which we are exposed are the Euro ("EUR"), British Pound Sterling ("GBP"), Australian Dollar ("AUD"), Canadian Dollar ("CAD"), Mexican Peso ("MXN"),EUR, GBP, and the Chinese Renminbi ("RMB"MXN"). We use a hedging strategy to diminish, and make more predictable, the effect of currency fluctuations. All of our hedging activities are entered into with large financial institutions, which we periodically evaluate for credit risks. We hedge our balance sheet exposure by hedging EUR and GBP AUD,denominated Cash, Accounts Receivable, and CAD denominated cash, accounts receivable, and accounts payableAccounts Payable balances, and our economic exposure by hedging a portion of anticipated EUR and GBP denominated sales and our MXN denominated expenditures. We can provide no assurance that our strategy will be successful in the future and that exchange rate fluctuations will not materially adversely affect our business. We do not hold or issue derivative financial instruments for speculative trading purposes.


We experienced $2.3 million While our existing hedges cover a certain amount of exposure for the upcoming fiscal year, long-term strengthening of the USD relative to the currencies of other countries in netwhich we sell may have a material adverse impact on our financial results. In addition, our results may be adversely impacted by future changes in foreign currency lossesexchange rates relative to original hedging contracts.

The impact of changes in the year ended March 31, 2016.foreign currency rates recognized in Other Non-Operating Income, net was immaterial in Fiscal Years 2021 and 2020. Although we hedge a portion of our foreign currency exchange exposure, the weakening of certain foreign currencies, particularly the EUR and GBP in comparison to the USD, could result in material foreign exchange losses in future periods.


Non-designated Hedges


We hedge our EUR and GBP AUD,denominated Cash, Accounts Receivable, and CAD denominated cash, accounts receivable, and accounts payableAccounts Payable balances by entering into foreign exchange forward contracts. The table below presents the impact on the foreign exchange gain (loss) of a hypothetical 10% appreciation and a 10% depreciation of the USD against the forward currency contracts as of March 31, 2016April 3, 2021 (in millions):
Currency - forward contractsPosition USD Value of Net Foreign Exchange Contracts Foreign Exchange Gain From 10% Appreciation of USD Foreign Exchange (Loss) From 10% Depreciation of USDCurrency - forward contractsPositionUSD Notional Value of Net Foreign Exchange ContractsForeign Exchange Gain From 10% Appreciation of USDForeign Exchange (Loss) From 10% Depreciation of USD
EURSell EUR $33.1
 $3.3
 $(3.3)EURSell EUR$65.9 $6.6 $(6.6)
GBPSell GBP $5.7
 $0.6
 $(0.6)GBPSell GBP$13.7 $1.4 $(1.4)
AUDSell AUD $9.5
 $0.2
 $(0.2)
CADSell CAD $2.0
 $0.9
 $(0.9)
 
Cash Flow Hedges
 
Costless Collars

The Company hedges a portion of the forecasted EUR and GBP denominated revenues with costless collars. On a monthly basis, the Company enters into option contracts with a six to 12-month term. Collar contracts are scheduled to mature at the beginning of each fiscal quarter, at which time the instruments convert to forward contracts. The Company also enters into cash flow forwards with a three-month term. Once the hedged revenues are recognized, the forward contracts become non-designated hedges to protect the resulting foreign monetary asset position for the Company.
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Approximately 44%57%, 44%52%, and 42%53% of net revenuesTotal Net Revenues in fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 2014,2019, respectively, were derived from sales outside of the U.S., which were denominated primarily in EUR and GBP in each of the fiscal years.


As of March 31, 2016,April 3, 2021, we had foreign currency put and call option contracts with notional amounts of approximately €59.4€91.4 million and £18.4£18.1 million denominated in EUR and GBP, respectively. If the USD is subjected to either a 10% appreciation or 10% depreciation versus these net exposed currency positions, we could realize a gain of $3.9$9.3 million or incur a loss of $5.1$7.3 million, respectively. As of March 31, 2015,28, 2020, we also had foreign currency put and call option contracts with notional amounts of approximately €67.9€67.0 million and £28.6£18.4 million, denominated in EUR and GBP, respectively. Collectively, our option contracts hedge against a portion of our forecasted foreign currency denominated sales.


TheThe table below presentspresents the impact on the valuation of our currency option contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD against the indicated option contract type for cash flow hedges as of March 31, 2016April 3, 2021 (in millions):
Currency - option contractsUSD Notional Value of Net Foreign Exchange ContractsForeign Exchange Gain From 10% Appreciation of USDForeign Exchange (Loss) From 10% Depreciation of USD
Call options$139.4 $0.7 $(6.7)
Put options$128.9 $8.3 $(1.0)
Forwards$111.2 $11.1 $(11.1)
Currency - option contracts USD Value of Net Foreign Exchange Contracts Foreign Exchange Gain From 10% Appreciation of USD Foreign Exchange (Loss) From 10% Depreciation of USD
Call options $97.2
 $1.2
 $(4.3)
Put options $89.5
 $2.7
 $(0.8)


Collectively, our swap contracts hedge against a portion of our forecasted MXN denominated expenditures. As of March 31, 2016,April 3, 2021, we had cross currency swap contracts with notional amounts of approximately MXN 481.0 million.564.3 million.


The table below presents the impact on the valuation of our cross-currency swap contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD as of March 31, 2016April 3, 2021 (in millions):

Currency - cross-currency swap contractsUSD Notional Value of Cross-Currency Swap ContractsForeign Exchange (Loss) From 10% Appreciation of USDForeign Exchange Gain From 10% Depreciation of USD
Position: Buy MXN$27.2 $(2.7)$2.7 


63
Currency - cross-currency swap contracts USD Value of Cross-Currency Swap Contracts Foreign Exchange (Loss) From 10% Appreciation of USD Foreign Exchange Gain From 10% Depreciation of USD
Position: Buy MXN $28.2
 $(2.4) $2.9


Table of Contents
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of Plantronics, Inc.:


In our opinion,Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial positionbalance sheets ofPlantronics, Inc. and its subsidiariesat (the “Company”) as of April 2, 20163, 2021 and March 28, 2015,2020, and the resultsrelated consolidated statements of their operations, comprehensive loss, stockholders’ equity/(deficit) and their cash flows for each of the three years in the period endedApril 2, 20163, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April 3, 2021 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of April 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 3, 2021 and March 28, 2020, and the results of its operations and its cash flows for each of the three years in the period ended April 3, 2021 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2)present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidatedfinancial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 2, 2016,3, 2021, based on criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations ofCOSO.

Changes in Accounting Principles

As discussed in Note 3 to the Treadway Commission (COSO). consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal year 2020 and the manner in which it accounts for revenue from contracts with customers in fiscal year 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control overOver Financial Reporting.Reporting appearing under Item 9A. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


As discussed in Note 16 "Income Taxes" to the consolidated financial statements, the Company changed the manner in which it has classified deferred taxes on its consolidated balance sheet in 2016.
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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Critical Audit Matters


The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Inventory Valuation - Product Inventory
As described in Notes 2 and 7 to the consolidated financial statements, inventories are valued at the lower of cost or net realizable value. Management writes down inventories that have become obsolete, are in excess of anticipated demand, or are greater than net realizable value. The Company has $194.4 million of inventory, net as of April 3, 2021 of which a portion relates to product inventory. As disclosed by management, the estimate of write downs for excess and obsolete inventory is based on a detailed analysis of on-hand inventory and purchase commitments in excess of forecasted demand. The estimate of the forecasted demand considers historical sales, sales price, projected future shipments, market conditions, inventory on hand, purchase commitments, product development plans and product life cycle, inventory on consignment, and other competitive factors.
The principal considerations for our determination that performing procedures relating to inventory valuation - product inventory is a critical audit matter are (i) the significant judgment by management when developing the estimate of write downs for excess and obsolete inventory; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the reasonableness of management's assumption related to forecasted demand.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of product inventory. These procedures also included, among others, (i) testing management’s process for developing the estimate of write downs for excess and obsolete inventory, (ii) evaluating the appropriateness of management’s methodology, (iii) evaluating the reasonableness of management’s assumption related to forecasted demand, and (iv) testing the completeness and accuracy of data used in developing the estimate. Evaluating the reasonableness of management’s assumption related to forecasted demand included evaluating historical sales, sales price, projected future shipments, market conditions, inventory on hand, purchase commitments, product development plans and product life cycle, inventory on consignment, and other competitive factors.


/s/ PricewaterhouseCoopers LLP


San Jose, California
May 13, 201618, 2021

We have served as the Company’s auditor since 1988.
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PLANTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
 
 April 3, 2021March 28, 2020
ASSETS  
Current assets  
Cash and cash equivalents$202,560 $213,879 
Restricted cash493,908 
Short-term investments14,559 11,841 
Accounts receivable, net267,464 246,835 
Inventory, net194,405 164,527 
Other current assets65,214 47,946 
Total current assets1,238,110 685,028 
Non-current assets
Property, plant, and equipment, net140,875 165,858 
Purchased intangibles, net341,614 466,915 
Goodwill796,216 796,216 
Deferred tax assets95,800 82,496 
Other assets51,654 60,661 
Total assets$2,664,269 $2,257,174 
LIABILITIES AND STOCKHOLDERS' DEFICIT  
Current liabilities  
Accounts payable$151,244 $102,159 
Accrued liabilities394,084 373,666 
Current portion of long-term debt478,807 
Total current liabilities1,024,135 475,825 
Non-current liabilities
Long-term debt, net of issuance costs1,496,064 1,621,694 
Long-term income taxes payable86,227 98,319 
Other long-term liabilities138,609 144,152 
Total liabilities2,745,035 2,339,990 
Commitments and contingencies (Note 9)0
Stockholders' deficit  
Preferred stock, $0.01 par value per share; 1,000 shares authorized, no shares outstanding
Common stock, $0.01 par value per share; 100,000 shares authorized, 58,908 and 57,237 shares issued as of April 3, 2021 and March 28, 2020, respectively912 896 
Additional paid-in capital1,556,272 1,501,340 
Accumulated other comprehensive loss(3,221)(13,582)
Accumulated deficit(765,233)(707,904)
Total stockholders' equity before treasury stock788,730 780,750 
Less: Treasury stock at cost (17,156 and 16,829 common shares as of April 3, 2021 and March 28, 2020, respectively)(869,496)(863,566)
Total stockholders' deficit(80,766)(82,816)
Total liabilities and stockholders' deficit$2,664,269 $2,257,174 
 March 31,
 2015 2016
ASSETS   
Current assets:   
Cash and cash equivalents$276,850
 $235,266
Short-term investments97,859
 160,051
Accounts receivable, net136,581
 128,219
Inventory, net56,676
 53,162
Deferred tax assets6,564
 
Other current assets28,124
 20,297
Total current assets602,654
 596,995
Long-term investments107,590
 145,623
Property, plant, and equipment, net139,413
 149,735
Goodwill and purchased intangibles, net16,077
 15,827
Deferred tax and other assets10,308
 25,257
Total assets$876,042
 $933,437
LIABILITIES AND STOCKHOLDERS' EQUITY 
  
Current liabilities: 
  
Accounts payable$32,781
 $39,133
Accrued liabilities62,041
 70,034
Total current liabilities94,822
 109,167
Long term debt, net of issuance costs
 489,609
Long-term income taxes payable12,984
 11,968
Revolving line of credit34,500
 
Other long-term liabilities6,339
 10,294
Total liabilities148,645
 621,038
Commitments and contingencies (Note 8)

 

Stockholders' equity: 
  
Preferred stock, $0.01 par value per share; 1,000 shares authorized, no shares outstanding
 
Common stock, $0.01 par value per share; 100,000 shares authorized, 47,028 shares and 46,050 shares issued at 2016 and 2015, respectively783
 793
Additional paid-in capital717,848
 769,489
Accumulated other comprehensive income10,120
 3,759
Retained earnings209,960
 257,291
Total stockholders' equity before treasury stock938,711
 1,031,332
Less: Treasury stock (common: 13,709 shares and 4,449 shares at 2016 and 2015, respectively) at cost(211,314) (718,933)
Total stockholders' equity727,397
 312,399
Total liabilities and stockholders' equity$876,042
 $933,437


The accompanying notes are an integral part of these consolidated financial statements.Consolidated Financial Statements.



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PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
Fiscal Year Ended
 April 3, 2021March 28, 2020March 30, 2019
Net revenues
  Net product revenues$1,470,826 $1,432,736 $1,510,770 
  Net service revenues256,781 264,254 163,765 
    Total net revenues1,727,607 1,696,990 1,674,535 
Cost of revenues
Cost of product revenues863,529 1,049,826 902,625 
Cost of service revenues87,527 94,929 77,771 
  Total cost of revenues951,056 1,144,755 980,396 
Gross profit776,551 552,235 694,139 
Operating expenses
Research, development, and engineering209,290 218,277 201,886 
Selling, general, and administrative488,378 595,463 567,879 
Impairment of goodwill and long-lived assets489,094 
Loss (gain), net from litigation settlements17,561 (721)975 
Restructuring and other related charges48,704 54,177 32,694 
Total operating expenses763,933 1,356,290 803,434 
Operating income (loss)12,618 (804,055)(109,295)
Interest expense82,606 92,640 83,000 
Other non-operating income, net(5,108)(112)(6,603)
Loss before income taxes(64,880)(896,583)(185,692)
Income tax benefit(7,549)(69,401)(50,131)
Net loss$(57,331)$(827,182)$(135,561)
Per share data
Basic and diluted loss per common share$(1.40)$(20.86)$(3.61)
Basic and diluted shares used in computing loss per common share41,044 39,658 37,569 
 Fiscal Year Ended March 31,
 2014 2015 2016
Net revenues$818,607
 $865,010
 $856,907
Cost of revenues391,979
 403,391
 422,233
Gross profit426,628
 461,619
 434,674
Operating expenses:     
Research, development, and engineering84,781
 91,627
 90,408
Selling, general, and administrative201,176
 229,569
 221,299
Gain from litigation settlements
 (8,662) (1,234)
Restructuring and other related charges547
 
 16,160
Total operating expenses286,504
 312,534
 326,633
Operating income140,124
 149,085
 108,041
Interest expense(238) (241) (25,149)
Other non-operating income and (expense), net1,253
 (3,593) (716)
Income before income taxes141,139
 145,251
 82,176
Income tax expense28,722
 32,950
 13,784
Net income$112,417
 $112,301
 $68,392
      
Earnings per common share: 
  
  
Basic$2.65
 $2.69
 $2.00
Diluted$2.59
 $2.63
 $1.96
      
Shares used in computing earnings per common share:     
Basic42,452
 41,723
 34,127
Diluted43,364
 42,643
 34,938
      
Cash dividends declared per common share$0.40
 $0.60
 $0.60


The accompanying notes are an integral part of these consolidated financial statements.Consolidated Financial Statements.

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PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMELOSS
(in thousands)

Fiscal Year Ended
April 3, 2021March 28, 2020March 30, 2019
Net loss$(57,331)$(827,182)$(135,561)
Other comprehensive income (loss), before tax
Foreign currency translation adjustment(220)150 
Unrealized gains (losses) on cash flow hedges
Unrealized cash flow hedge losses(6,807)(13,172)(4,176)
Net losses (gains) reclassified into Net Revenues3,479 (4,270)(4,034)
Net losses (gains) reclassified into Cost of Revenues(166)(238)(177)
Net losses reclassified into Interest Expense13,588 5,004 2,600 
Net unrealized gains (losses) on cash flow hedges$10,094 $(12,676)$(5,787)
Unrealized gains on investments
Unrealized holding gains during the year198 
Income tax benefit (expense) in other comprehensive income267 (211)2,095 
Other comprehensive income (loss)10,361 (13,107)(3,344)
Comprehensive loss$(46,970)$(840,289)$(138,905)
  Fiscal Year Ended March 31,
  2014 2015 2016
Net income

 $112,417
 $112,301
 $68,392
Other comprehensive income (loss):

      
Foreign currency translation adjustments

 (244) 476
 376
Unrealized gains (losses) on cash flow hedges:

      
Unrealized cash flow hedge gains (losses) arising during the year (3,750) 10,348
 (3,786)
Net (gains) losses reclassified into net revenues for revenue hedges (effective portion) 965
 (3,650) (7,826)
Net (gains) losses reclassified into cost of revenues for cost of revenues hedges (effective portion) (28) 449
 4,801
Net unrealized gains (losses) on cash flow hedges $(2,813) $7,147
 $(6,811)
Unrealized gains (losses) on investments:

      
Unrealized holding gains (losses) during the year 101
 2
 (67)
       
Aggregate income tax benefit (expense) of the above items

 27
 (143) 141
Other comprehensive income (loss)

 (2,929) 7,482
 (6,361)
Comprehensive income

 $109,488
 $119,783
 $62,031





The accompanying notes are an integral part of these consolidated financial statements.


Consolidated Financial Statements.
45
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PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)





Fiscal Year Ended
 April 3, 2021March 28, 2020March 30, 2019
Cash flows from operating activities   
Net loss$(57,331)$(827,182)$(135,561)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization164,867 230,262 201,369 
Amortization of debt issuance costs6,427 5,402 4,593 
Stock-based compensation42,644 57,095 41,934 
Impairment of goodwill and long-lived assets663,329 
Deferred income taxes(21,174)(97,031)(49,932)
Provision for excess and obsolete inventories13,527 24,115 7,386 
Restructuring and other related charges48,704 54,177 32,694 
Cash payments for restructuring charges(33,764)(37,269)(29,463)
Other operating activities4,751 6,580 9,640 
Changes in assets and liabilities, net of acquisition:
Accounts receivable(24,253)33,499 (10,307)
Inventory(41,994)(6,709)(7,182)
Current and other assets(26,126)31,720 30,747 
Accounts payable46,453 (31,768)3,658 
Accrued liabilities38,206 (49,275)61,593 
Income taxes(15,757)21,074 (45,122)
Net cash provided by operating activities145,180 78,019 116,047 
Cash flows from investing activities   
Proceeds from sales of investments2,529 2,173 131,300 
Proceeds from maturities of investments131,017 
Purchase of investments(591)(1,067)(822)
Acquisition, net of cash acquired(1,642,241)
Capital expenditures(22,715)(22,880)(26,797)
Proceeds from sale of property, plant, and equipment1,900 4,692 
Net cash used in investing activities(18,877)(17,082)(1,407,543)
Cash flows from financing activities   
Repurchase of common stock(13,177)
Employees' tax withheld and paid for restricted stock and restricted stock units(5,930)(9,891)(14,070)
Proceeds from issuances under stock-based compensation plans12,307 12,486 15,730 
Payment of cash dividends(23,970)(22,880)
Proceeds from revolving line of credit50,000 
Repayments of revolving line of credit(50,000)
Repayments of long-term debt(146,980)(25,000)(103,188)
Proceeds from debt issuance, net of issuance costs493,922 1,244,713 
Net cash provided by (used in) financing activities353,319 (46,375)1,107,128 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash2,967 (3,192)(3,784)
Net increase (decrease) in cash, cash equivalents, and restricted cash482,589 11,370 (188,152)
Cash, cash equivalents, and restricted cash at beginning of year213,879 202,509 390,661 
Cash, cash equivalents, and restricted cash at end of year$696,468 $213,879 $202,509 
 Fiscal Year Ended March 31,
 2014 2015 2016
CASH FLOWS FROM OPERATING ACTIVITIES 
  
  
Net income$112,417
 $112,301
 $68,392
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization15,566
 18,711
 20,142
Amortization of debt issuance costs
 
 1,208
Stock-based compensation23,180
 28,594
 33,265
Excess tax benefit from stock-based compensation(4,659) (3,520) (3,540)
Deferred income taxes(5,813) (980) (8,291)
Provision for excess and obsolete inventories4,138
 931
 2,430
Restructuring charges547
 
 16,160
Cash payments for restructuring charges
 
 (10,385)
Other operating activities1,436
 (1,188) 7,680
Changes in assets and liabilities, net of effect of acquisition:     
Accounts receivable, net(11,136) 4,272
 8,445
Inventory, net6,040
 128
 1,357
Current and other assets1,355
 (5,368) (605)
Accounts payable(6,311) (62) 5,407
Accrued liabilities(418) 500
 4,998
Income taxes5,149
 119
 206
Cash provided by operating activities141,491
 154,438
 146,869
CASH FLOWS FROM INVESTING ACTIVITIES 
  
  
Proceeds from sales of investments102,414
 96,129
 102,517
Proceeds from maturities of investments137,955
 120,430
 97,164
Purchase of investments(247,355) (216,013) (300,620)
Acquisition, net of cash acquired
 (150) 
Capital expenditures and other assets(50,985) (21,962) (30,661)
Cash used for investing activities(57,971) (21,566) (131,600)
CASH FLOWS FROM FINANCING ACTIVITIES 
  
  
Repurchase of common stock(85,654) (112,939) (497,393)
Employees' tax withheld and paid for restricted stock and restricted stock units(6,222) (7,611) (11,068)
Proceeds from issuances under stock-based compensation plans24,055
 23,042
 15,384
Payment of cash dividends(17,372) (25,730) (21,061)
Proceeds from revolving line of credit
 34,500
 155,749
Repayments of revolving line of credit
 
 (190,249)
Proceeds from bonds issuance, net of issuance costs
 
 488,401
Excess tax benefit from stock-based compensation4,659
 3,520
 3,540
Cash used for financing activities(80,534) (85,218) (56,697)
Effect of exchange rate changes on cash and cash equivalents942
 (3,508) (156)
Net increase (decrease) in cash and cash equivalents3,928
 44,146
 (41,584)
Cash and cash equivalents at beginning of year228,776
 232,704
 276,850
Cash and cash equivalents at end of year$232,704
 $276,850
 $235,266
SUPPLEMENTAL DISCLOSURES 
  
  
Cash paid for income taxes$31,021
 $33,804
 $25,517
Cash paid for interest
 
 $12,833
Non-cash investing activity - purchases of property, plant, and equipment for which payment has not yet been made$
 $2,087
 $


The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Financial Statements.
46
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PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYCASH FLOWS
(in thousands)









Fiscal Year Ended
Supplemental disclosures (in thousands)April 3, 2021March 28, 2020March 30, 2019
Cash paid for income taxes$25,561 $3,550 $44,917 
Cash paid for interest77,785 82,059 75,684 


The following table provides a reconciliation of Cash and Cash Equivalents and Restricted Cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:
 Common Stock Additional Paid-In Accumulated Other Comprehensive Retained Treasury Total Stockholders'
 Shares Amount Capital Income Earnings Stock Equity
Balances at March 31, 201343,283
 $757
 $612,283
 $5,567
 $28,344
 $(504) $646,447
Net income
 
 
 
 112,417
 
 112,417
Foreign currency translation adjustments
 
 
 (244) 
 
 (244)
Net unrealized losses on cash flow hedges, net of tax
 
 
 (2,760) 
 
 (2,760)
Net unrealized gains on investments, net of tax
 
 
 75
 
 
 75
Proceeds from issuances under stock-based compensation plans1,498
 14
 24,041
 
 
 
 24,055
Repurchase of restricted common stock(45) 
 
 
 
 
 
Cash dividends
 
 
 
 (17,372) 
 (17,372)
Stock-based compensation
 
 23,180
 
 
 
 23,180
Tax benefit from stock-based awards
 
 4,659
 
 
 
 4,659
Repurchase of common stock(1,949) 
 
 
 
 (85,654) (85,654)
Employees' tax withheld and paid for restricted stock and restricted stock units(138) (1) 
 
 
 (6,221) (6,222)
Other equity changes related to compensation
 
 (680) 
 
 763
 83
Balances at March 31, 201442,649
 770
 663,483
 2,638
 123,389
 (91,616) 698,664
Net income
 
 
 
 112,301
 
 112,301
Foreign currency translation adjustments
 
 
 476
 
 
 476
Net unrealized losses on cash flow hedges, net of tax
 
 
 7,004
 
 
 7,004
Net unrealized gains on investments, net of tax
 
 
 2
 
 
 2
Proceeds from issuances under stock-based compensation plans1,418
 15
 23,027
 
 
 
 23,042
Repurchase of restricted common stock(80) 
 
 
 
 
 
Cash dividends
 
 
 
 (25,730) 
 (25,730)
Stock-based compensation
 
 28,594
 
 
 
 28,594
Tax benefit from stock-based awards
 
 3,378
 
 
 
 3,378
Repurchase of common stock(2,221) 
 
 
 
 (112,939) (112,939)
Employees' tax withheld and paid for restricted stock and restricted stock units(165) (2) 
 
 
 (7,609) (7,611)
Other equity changes related to compensation
 
 (634) 
   850
 216
Balances at March 31, 201541,601
 783
 717,848
 10,120
 209,960
 (211,314) 727,397
Net income
 
 
 
 68,392
 
 68,392
Foreign currency translation adjustments
 
 
 376
 
 
 376
Net unrealized gains on cash flow hedges, net of tax
 
 
 (6,680) 
 
 (6,680)
Net unrealized gains on investments, net of tax
 
 
 (57) 
 
 (57)
Proceeds from issuances under stock-based compensation plans1,155
 10
 15,374
 
 
 
 15,384
Repurchase of restricted common stock(158) 
 
 
 
 
 
Cash dividends
 
 
 
 (21,061) 
 (21,061)
Stock-based compensation
 
 33,265
 
 
 
 33,265
Tax benefit from stock-based awards
 
 3,515
 
 
 
 3,515
Repurchase of common stock(9,077) 
 
 
 
 (497,393) (497,393)
Employees' tax withheld and paid for restricted stock and restricted stock units(201) 
 
 
 
 (11,068) (11,068)
Other equity changes related to compensation
 
 (513) 
 
 842
 329
Balances at March 31, 201633,320
 $793
 $769,489
 $3,759
 $257,291
 $(718,933) $312,399


(in thousands)April 3, 2021March 28, 2020
Cash and cash equivalents$202,560 $213,879 
Restricted cash493,908 
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows$696,468 $213,879 


The accompanying notes are an integral part of these consolidated financial statements.Consolidated Financial Statements.

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PLANTRONICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)




 Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss)Retained Earnings (Accumulated Deficit)Treasury StockTotal Stockholders' Equity (Deficit)
 SharesAmount
Balances at March 31, 201833,251 $816 $876,645 $2,870 $299,066 $(826,427)$352,970 
Adoption of new accounting standards— — — (124)2,719 — 2,595 
Net loss— — — — (135,561)— (135,561)
Foreign currency translation adjustments— — — 150 — — 150 
Net unrealized losses on cash flow hedges, net of tax— — — (3,371)— — (3,371)
Proceeds from issuances under stock-based compensation plans576 18,716 — — — 18,720 
Repurchase of restricted common stock(93)— — — — — 
Issuance of common stock for acquisition6,352 64 494,201 — — — 494,265 
Cash dividends, $0.60 per common share— — — — (22,880)— (22,880)
Stock-based compensation— — 41,934 — — — 41,934 
Repurchase of common stock(361)— — — — (13,177)(13,177)
Employees' tax withheld and paid for restricted stock and restricted stock units(207)— — — — (14,070)(14,070)
Other equity changes— — 112 — — — 112 
Balances at March 30, 201939,518 884 1,431,608 (475)143,344 (853,674)721,687 
Net loss— — — — (827,182)— (827,182)
Foreign currency translation adjustments— — — (220)— — (220)
Net unrealized losses on cash flow hedges, net of tax— — — (12,887)— — (12,887)
Proceeds from issuances under stock-based compensation plans426 751 — — — 757 
Repurchase of restricted common stock(40)— — — — — 
Cash dividends, $0.45 per common share— — — — (23,970)— (23,970)
Stock-based compensation— — 57,094 — — — 57,094 
Employees' tax withheld and paid for restricted stock and restricted stock units(234)— — — — (9,892)(9,892)
Proceeds from Employee Stock Purchase Plan736 11,887 — — — 11,893 
Impact of new accounting standards adoption— — — — (89)— (89)
Other equity changes— — — (7)— (7)
Balances at March 28, 202040,406 896 1,501,340 (13,582)(707,904)(863,566)(82,816)
Net loss— — — — (57,331)— (57,331)
Net unrealized gains on cash flow hedges, net of tax— — — 10,361 — — 10,361 
Proceeds from issuances under stock-based compensation plans848 — — — — 
Exercise of stock options10 — 427 — — — 427 
Repurchase of restricted common stock(10)— — — — — 
Stock-based compensation— — 42,644 — — — 42,644 
Employees' tax withheld and paid for restricted stock and restricted stock units(326)— — — — (5,930)(5,930)
Proceeds from Employee Stock Purchase Plan823 11,864 — — — 11,873 
Other equity changes— — (3)— — (1)
Balances at April 3, 202141,751 $912 $1,556,272 $(3,221)$(765,233)$(869,496)$(80,766)

The accompanying notes are an integral part of these Consolidated Financial Statements.
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PLANTRONICS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.THE COMPANY
1. THE COMPANY
 
Plantronics, Inc. (“Plantronics” or “the Company”Poly,” the “Company”) is a leading worldwide designer, manufacturer, and marketer of lightweightglobal communications headsets, telephone headset systems, and accessories for the business and consumer markets under the Plantronics brand. In addition, the Companycompany that designs, manufactures, and markets specialtyintegrated communications and collaboration solutions that span headsets, open Session Initiation Protocol ("SIP") and native ecosystem desktop phones, conference room phones, video conferencing solutions and peripherals, including cameras, speakers, and microphones, cloud management and analytics software solutions, and services. The Company has two operating and reportable segments, Products and Services, and offers its products under its Clarity brand, such as telephones for the hearing impaired, plt-20210403_g2.jpg, Plantronics and other related products for people with special communication needs. The Company operates its business as one segment.Polycom brands.
 
Founded in 1961, Plantronicsthe Company is incorporated in the state of Delaware under the name Plantronics, Inc. and tradesin March 2019, the Company changed the name under which it markets itself to Poly. The Company is listed on the New York Stock Exchange ("NYSE") under the ticker symbol “PLT”."PLT." On May 13, 2021, the Company issued a press release announcing a change in our symbol on the NYSE to "POLY" effective at the open of market trading on May 24, 2021.


2.SIGNIFICANT ACCOUNTING POLICIES

2.    SIGNIFICANT ACCOUNTING POLICIES

Management's Use of Estimates and Assumptions
 
The Company's consolidated financial statementsConsolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The Company's reporting currency is United States Dollars ("USD"). In connection with the preparation of our financial statements,the Consolidated Financial Statements, the Company is required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, net revenues, expenses, and the related disclosures. The Company bases its assumptions, estimates, and judgments on historical experience, current trends, future expectations, and other factors that management believes to be relevant at the time the consolidated financial statementsConsolidated Financial Statements are prepared. On an ongoing basis, the Company reviews its accounting policies, assumptions, estimates, and judgments, including those related to revenuerevenues and related reserves and allowances, inventory valuation, product warranty obligations, the useful lives of long-lived assets, including property, plant, and equipment, and intangible assets, investment fair values, stock-based compensation, goodwill,the valuation of and assessment of recoverability of intangible assets and their useful lives, income taxes, contingencies, and restructuring charges, to ensure that the consolidated financial statementsConsolidated Financial Statements are presented fairly and in accordance with U.S. GAAP. Because future events and their effects cannot be determined with certainty, actual results could differ from the Company's assumptions and estimates.


Risks and Uncertainties

The Company is subject to a greater degree of uncertainty than normal in making the judgments and estimates needed to apply its significant accounting policies due to the ongoing COVID-19 pandemic. The Company has assessed accounting estimates and other matters, including those using prospective financial information, using information that is reasonably available as of the issuance date of the Consolidated Financial Statements. The accounting estimates and other matters the Company has assessed included, but were not limited to, impairment of goodwill and other long-lived assets, provisions for doubtful accounts, valuation allowances for deferred tax assets, inventory and related reserves, and revenue recognition and related reserves. The Company may make changes to these estimates and judgments, which could result in material impacts to the Consolidated Financial Statements in future periods. The extent and duration of the impact of the COVID-19 pandemic on the Company's business is highly uncertain and difficult to predict. The Company relies on contract manufacturers and sourcing of materials from the Asia Pacific region, as well as its own manufacturing facility in Mexico. The Company has experienced disruptions in both its own supply chain as well as those of its contract manufacturers as a result of COVID-19 and, as this virus has impacted various regions differently, the Company may in the future experience further business operation disruptions. Such disruptions have had, and may continue to have, a material impact on the Company's ability to fulfill customer orders and adversely affect the ability to meet customer demands as companies utilize work-from-home and hybrid work models. Additionally, if a significant number of the Company's workforce employed in any of these manufacturing facilities or in the Company's offices were to contract the virus, the Company may experience delays or the inability to develop, produce and deliver the Company's products on a timely basis. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on its customers and suppliers, all of which are uncertain and cannot be predicted. The Company's future results of operations and
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liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, including potential write-offs due to financial weakness and/or bankruptcy of its customers, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by its customers and suppliers.

As of the issuance date of these Consolidated Financial Statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations is uncertain.

Principles of Consolidation
The consolidated financial statementsConsolidated Financial Statements include the accounts of Plantronicsthe Company and its wholly owned subsidiaries.subsidiaries, all of which are wholly-owned.  The Company has included the results of operations of acquired companies from the date of acquisition. All significant intercompany balances and transactions have been eliminated. Unless the context indicates otherwise, references to "we," "us," and "our" refer to Plantronics, Inc. and its subsidiaries.


Fiscal Year
 
The Company’sCompany's fiscal year ends on the Saturday closest to the last day of March. The year ended April 3, 2021 ("Fiscal year 2016Year 2021") had 53 weeksweeks. The years ended March 28, 2020 ("Fiscal Year 2020") and ended on April 2, 2016, fiscal years 2015 and 2014March 30, 2019 ("Fiscal Year 2019") each had 52 weeks and ended on March 28, 2015, and March 29, 2014, respectively.  For purposes of presentation, the Company has indicated its accounting fiscal year as ending on March 31.weeks.


Financial Instruments
 
Cash and Cash Equivalents and Short-term Investments
All highly liquid investments with initialoriginal stated maturities of three months or less at the date of purchase are classified as cash equivalents.

The Company classifies its investmentsCompany's Short-term Investments, which are primarily mutual funds that are held in a rabbi trust under non-qualified deferred compensation plans, are classified as trading securities. The specific identification method is used to determine the cost of investments. Unrealized gains and losses are recorded in Other Non-Operating Income, net in the Consolidated Statements of Operations. Investments are classified as either short-term or long-term based on each instrument's underlying effective maturity date and reasonable expectations with regard to sales and redemptions of the instruments. All short-term investments have effective maturities less than 12 months, while all long-term investments have effective maturities greater than 12 months. The Company may sell its investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management.


As of March 31, 2016, with the exception of assets related to the Company's deferred compensation plan, all investments were classified as available-for-sale, with unrealized gains and losses recorded as a separate component of accumulated other comprehensive income ("AOCI") in stockholders’ equity.  The specific identification method is used to determine the cost of disposed securities, with realized gains and losses reflected in other non-operating income and (expense), net.


For investments with an unrealized loss, the factors considered in the review include the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, severity of impairment, reason for the decline in value and potential recovery period, the financial condition and near-term prospects of the investees, and whether the Company would be required to sell an investment due to liquidity or contractual reasons before its anticipated recovery.

Foreign Currency DerivativesDerivative Financial Instruments
The Company accounts for itsmeasures all derivative instruments at fair value and reports them on the Consolidated Balance Sheets as either assets or liabilities and carries them at fair value.  Derivative foreign currency contracts are valued using pricing models that use observable inputs. The accounting for changesliabilities.  Changes in the fair value of a derivative dependsderivatives are accounted for depending on the intended use of the derivative, designation of the hedging relationship, and whether or not the resulting designation.  criteria to apply hedge accounting have been satisfied.


The Company has significant assets and liabilities denominated in foreign currencies subjecting it to foreign currency risk. The Company enters into foreign exchange forward contracts to reduce the impact of foreign currency fluctuations on assets and liabilities denominated in currencies other than the functional currency of the reporting entity.foreign currencies.  The Company does not elect to obtainapply hedge accounting for these forward contracts. TheseForeign currency forward contracts are carriedmeasured at fair value with changes in the fair value recorded within other non-operating income and (expense),Other Non-Operating Income, net in the consolidated statementsConsolidated Statements of operations.Operations.  Foreign currency forward contracts are valued using pricing models that use observable inputs. Gains and losses on these contracts are intended to offset the impact of foreign exchange rate changes on the underlying foreign currency denominated assets and liabilities, and therefore, do not subject the Company to material balance sheet risk. 


The Company has significant international revenues and costsexpenses denominated in foreign currencies subjecting it to foreign currency risk. The Company purchases foreign currency option contracts and cross-currency swaps that qualify as cash flow hedges, with maturities of up to 2412 months, to reduce the volatility of cash flows related primarily to forecasted revenuerevenues and intercompany transactions denominated in certain foreign currencies. All outstanding derivatives are recognized on the balance sheet at fair value.expenses. The effective portion of the designated derivative's gain or loss is initially reportedrecorded as a component of AOCIAccumulated Other Comprehensive Loss and is subsequently reclassified into the financial statement line item in the Consolidated Statements of Operations in which the hedged item is recorded, in the same period in which the forecasted transaction affects earnings. The cash flows from such hedges are presented in the same line item in the Consolidated Statements of Cash Flows as the items being hedged.

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The Company has floating rate debt subjecting it to interest rate risk. On July 30, 2018, the Company entered into a four year amortizing interest rate swap in order to hedge against changes in cash flows (interest payments) attributable to fluctuations in the Company's variable rate debt. The designated derivative's gain or loss is initially recorded as a component of Accumulated Other Comprehensive Loss and is subsequently reclassified into Interest Expense in the Consolidated Statements of Operations over the life of the underlying debt, as interest on the Company's floating rate debt is accrued.

The Company does not hold or issue derivative financial instruments for speculative trading purposes.  PlantronicsThe Company enters into derivatives only with counterparties that are among the largest United States ("U.S.") banks, ranked by assets, in order to minimize its credit risk and torisk. To date, no such counterparty has failed to meet its financial obligations under such contracts. 


Provision for Doubtful Accounts
 
The Company maintains a provision for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  PlantronicsThe Company regularly performs credit evaluations of its customers’ financial conditions and considers factors such as historical experience, credit quality, age of the accounts receivable balances, geographic or country-specific risks, and economic conditions that may affect a customer’s ability to pay.  Refer to Note 3, Recent Accounting Pronouncements, for additional information regarding our adoption of Accounting Standard Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective March 29, 2020.


Inventory and Related ReservesValuation
 
Inventories are valued at the lower of cost or market.net realizable value.  The Company holds inventory for both its products and services businesses. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. The Company writes down inventories that have become obsolete, or are in excess of anticipatedestimated demand, or are valued greater than net realizable value. OurThe Company's estimate of write downs for excess and obsolete inventory is based on a detailed analysis of on-hand inventory and purchase commitments in excess of forecastedestimated demand. 


A substantial portion of the raw materials, components and subassemblies (together, “parts”) used in the Company's products are provided by its suppliers on a consignment basis. These consigned inventories are not recorded on the Company's consolidated balance sheetConsolidated Balance Sheets until it takes title to the parts, which occurs when they are consumed in the production process. The Company provides forecasts to its suppliers covering up to thirteen52 weeks of demand and places purchase orders when the parts are consumed in the production process, at which time all right,rights, title, and interest in and to the parts transfers to the Company. Prior to consumption in the production process, the Company's suppliers bear the risk of loss and retain title to the consigned inventory. As of April 3, 2021, and March 28, 2020, the off-balance sheet consigned inventory balances were $57.3 million and $21.7 million, respectively.


The terms of the Company's agreements with suppliers allow the Company to return parts in excess of maximum order quantities to the suppliers at the supplier’s expense. Returns for other reasons are negotiated with the suppliers on a case-by-case basis and to date have been immaterial.are immaterial in all periods presented. As of March 31, 2016,April 3, 2021, the Company’s aggregate commitmentpurchase commitments to its suppliers for parts used in the manufacture of the Company’s products, including the off-balance sheet consigned inventory discussed above, was $150.9$534.9 million,, which the Company expects to utilize in the normal course of business, net of an immaterial purchase commitments reserve. The Company’s purchase commitments reserve reflects the Company’s estimate of purchase commitments it does not expect to use in normal ongoing operations generally within the next twelve months. As of March 31, 2016 and 2015, the off-balance sheet consigned inventory balances were $41.1 million and $33.4 million, respectively.



Product Warranty Obligations
 
The Company’s products include a warranty that is typically one to two years in duration, depending on the product and region. The warranty provides assurance that the product complies with agreed-upon specifications and is not sold separately. The warranty qualifies as an assurance warranty and is not a separate performance obligation. The Company records a liability for the estimated costs of warranties at the time the related revenue is recognized. The specific warranty terms and conditions range from one to two years, starting from the delivery date to the end user, and vary depending upon the product sold and the country in which the Company does business. Factors that affect the warranty obligations include product failure rates, estimated return rates, the amount of time lapsed from the date of sale to the date of return, material usage, service related costs incurred in correcting product failure claims, and knowledge of specific product failures that are outside of the Company’s typical experience.


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Goodwill, and Purchased Intangibles and Impairment
 
Goodwill has been measured as the excess of the cost of acquisition over the amount assigned to tangible and identifiable intangible assets acquired, less liabilities assumed.  At least annually, in the fourth quarter of each fiscal yearFiscal Year, or more frequently if indicators of impairment exist, management performs a review to determine if the carrying value of goodwill is impaired. The identification and measurement of goodwill impairment involves the estimation of fair valueImpairment testing is performed at the Company’s reporting unit level. The Company determines its reporting units by assessing whether discrete financial information is available and if segment management regularly reviews the results of that component. The CompanyGoodwill has determined it has onebeen assigned to reporting unit.units.


The Company performs an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than notmore-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of relevant events and circumstances, the Company determines that it is more likely than notmore-likely-than-not that the fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed; however,performed. However, if the Company concludes otherwise, the first step of the two-stepa quantitative impairment test must be performed by estimating the fair value of the reporting unit and comparing it with its carrying value, including goodwill. If the carrying amount of a reporting unit is greater than its estimated fair value, goodwill is written down by the excess amount, limited to the total amount of goodwill allocated to that reporting unit.


In the fourth quarter of Fiscal Year 2021, the Company performed the qualitative assessment and determined that it is more-likely-than-not that the carrying value of each of our reporting units is less than fair value. Therefore, we did not perform a quantitative assessment.

In the fourth quarter of Fiscal Year 2020, the Company performed a quantitative assessment and determined that the carrying amount of its reporting units were greater than its estimated fair value and therefore recorded an impairment charge. Refer to Note 8, Goodwill and Purchased Intangible assets other than goodwillAssets.

Purchased Intangibles are carried at cost and are amortized on a straight-line basis over their estimated useful lives. The Company does not have intangible assets with indefinite useful lives other than goodwill.

The Company reviews identifiable finite-lived intangibleits long-lived assets to be held and used, including Property, Plant, and Equipment, right-of-use ("ROU") assets, and Purchased Intangibles, for impairment whenever events or changes in circumstances indicate that the carrying value of the assetsrelated asset group may not be recoverable. Such conditions may include an economic downturn or a change in the assessment of future operations. The Company performs a recoverability test at the asset group level. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset group and its ultimate disposition. Measurement of any impairment loss is based on the amount by which the carrying value of the asset group exceeds its fair market value.


Property, Plant, and Equipment
 
Property, plantPlant, and equipmentEquipment is stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which range from twoone to thirty30 years.  Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining contractual lease term. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the assets.

Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amountLeases

The Company’s lease portfolio consists primarily of such assets may not be recoverable.real estate facilities under operating leases. The Company recognizesdetermines if an impairment chargearrangement is or contains a lease at inception. ROU assets and lease liabilities are recognized at commencement based on the present value of the future minimum lease payments over the lease term. The Company applies its incremental borrowing rate, which approximates the rate at which the Company would borrow, on a secured basis, in the eventcountry where the net booklease was executed, to determine the present value of such assets exceeds the future undiscounted cash flows attributableminimum lease payments when the respective lease does not provide an implicit rate. Certain of the Company’s lease agreements include options to extend or renew the asset group. No material impairment losses were incurred inlease terms. Such options are excluded from the periods presented.minimum lease obligation unless they are reasonably certain to be exercised. Operating lease expense is recognized on a straight-line basis over the lease term.


In addition, the Company elected to exclude leases with terms of one year or less from its Consolidated Balance Sheets and to continue to separately account for lease and non-lease components.

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Fair Value Measurements


AllFair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and liabilities and non-financial assets and liabilities are recognized or disclosed at fair value in the financial statements. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the valuation hierarchy is based upon the lowest level of input that is available and significant to the fair value measurement:measurement. In determining fair value, we use various valuation approaches. The hierarchy of those valuation approaches is in three levels based on the reliability of inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following is a summary of the hierarchy levels:


Level 1
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. The Company's Level 1 financial assets consist of Mutual FundsCash and US Treasury Notes. The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.Cash Equivalents and Short-term Investments.


Level 2
Level 2 inputs are inputs, other than quoted prices, that are directly or indirectly observable for the asset or liability. Level 2 inputs include model-generated values that rely on inputs either directly observed or readily derived from available market data sources, such as Bloomberg or other news and data vendors. They include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic factors. The Company's Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds,derivative foreign currency contracts, an interest rate swap, and Certificates of Deposits ("CDs").


The fair value of Level 2 investment securities is determined based on other observable inputs, including multiple non-binding quotes from independent pricing services. Non-binding quotes are based on proprietary valuation models that are prepared by the independent pricing services and use algorithms based on inputs such as observable market data, quoted market prices for similar securities, issuer spreads, and internal assumptions of the broker. The Company corroborates the reasonableness of non-binding quotes received from the independent pricing services using a variety of techniques depending on the underlying instrument, including: (i) comparing them to actual experience gained from the purchases and maturities of investment securities, (ii) comparing them to internally developed cash flow models based on observable inputs, and (iii) monitoring changes in ratings of similar securities and the related impact on fair value.

long-term debt. The fair value of Level 2 derivative foreign currency contracts and the interest rate swap is determined using pricing models that use observable market inputs. For more information regarding the Company's derivative assets and liabilities refer to Note 16, Derivatives. The fair value of Level 2 long-term debt is determined based on inputs that were observable in the market, including the trading price, of the notes when available. For more information regarding long-term debt refer to Note 10, Debt.


Level 3
The Company's unsecured revolving credit facility falls under the Level 3 hierarchy. Theinputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value of the Company’s line of credit approximates its carrying value because the interest rate is a variable rate that approximates rates currently available to the Company. extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The Company has no Level 3 assets or liabilities.


Revenue Recognition
 
The Company sells substantiallyTotal Net Revenues include gross revenue less sales discounts, product returns, and sales incentives, all of its productswhich require us to end users through distributors, retailers,make estimates for the portion of these allowances that have yet to be credited or paid to our customers. Performance obligations are promises in a contract to transfer a distinct good or service to the customer, and carriers. The Company'sare the basis for determining how revenue is derived from the sale of headsets, telephone headset systems, and accessories for the business and consumer markets andrecognized. Revenue is recognized when persuasive evidenceperformance obligations are satisfied. Generally, this occurs with the transfer of an arrangement exists, delivery has occurredcontrol of products or services have been rendered,services. Revenue is measured as the sales price is fixed or determinable, and collection is reasonably assured. These criteria are usually met at the timeamount of product shipment; however,consideration the Company defers revenue when any significant obligations remain andexpects to date this has accountedreceive in exchange for less than 1% of the Company's net revenues. Customer purchase orders and/transferring goods or contracts are usedproviding services. Revenue related to determine the existence of an arrangement. Productproduct shipments is considered deliveredgenerally recognized once it has been shipped and title and risk of loss have beenof the product are transferred to the customer. The Company assessesbelieves that transfer of title and risk of loss best represent the moment at which the customer’s ability to direct the use of and obtain substantially all the benefits of an asset have been achieved. The Company has elected to recognize the cost for freight and shipping when control over products have transferred to the customer as an expense in Cost of Revenues in the Consolidated Statements of Operations.

The Company's Service Revenue is recognized either over-time or at a point-in-time, depending on the nature of the offering. Revenues associated with non-cancelable maintenance and support contracts comprise approximately 85% of the Company's Net Service Revenues and are recognized ratably over the contract term, which typically ranges between one and three years. The Company believes this recognition period faithfully depicts the pattern of transfer of control for maintenance and support as the services are provided in relatively even increments. For certain products, support or maintenance are provided free of charge without the purchase of a separate service contract. If the free service is determined to rise to the level of a performance obligation, the Company allocates a portion of the transaction price to the implied performance obligation and recognizes service revenues over the estimated implied service period, which can range between one month to several years, depending on the circumstances. Revenues associated with professional services are recognized when the Company has objectively determined that the obligation has been satisfied, which is usually upon customer acceptance.

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The Company's contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company allocates the transaction price of a contract to each identified performance obligation based on stand-alone selling price (“SSP”). A fixed discount is always subject to allocation in this manner. If the transaction price is fixed or determinable based uponconsidered variable, the selling termsCompany determines if the consideration is associated with one or many, but not all of the transactionperformance obligations, and whetherallocates accordingly. Judgment is also required to determine the sales price is subject to refund or adjustment.SSP for each distinct performance obligation. The Company assesses collectability based onderives SSP for its performance obligations through a customer's credit quality, historical experience,stratification methodology and geographicconsider a number of characteristics, including consideration related to different service types, customers, and geographies. In instances where SSP is not directly observable, such as when the Company does not sell the product or country-specific risks and economic conditionsservice separately, the Company determines the SSP using information that may affectinclude market conditions and other observable inputs.

On occasion, the Company will fulfill only part of a customer's abilitypurchase order due to pay.

Revenuelack of current availability for one or more items requested on an order. The Company's practice is recorded net of taxes collected from customers that are remitted to governmental authorities,ship what is on hand, with the collected taxes recorded as current liabilities until remitted toremaining goods shipped once the relevant government authority. Shipping and handling costs incurredproduct is in connection withstock, which is generally less than one year from the saledate of products are included in costthe order. Depending on the terms of revenues.the contract or operationally, undelivered or back-ordered items may be canceled by either party at their discretion.


Sales through retail and distribution channelsThe distributor contracts are made primarily under agreements or commitments allowingthat allow for rights of return and include various sales incentive programs, such as back end rebates, advertising, price protection,discounts, marketing development funds, and other sales incentives. The Company hascan reasonably estimate the sales incentives due to an established sales history for these arrangementswith customers and records the estimated reserves and allowances at the time the related revenue is recognized. Sales return reserves are estimated based on historical data, relevant current data, and the monitoring of inventory build-up in the distribution channel. The allowance for sales incentive programs is based on contractual terms or commitments and historical experience in the form of lump sum payments or sell-through credits.

When a sales arrangement contains multiple elements, such as hardware and software products and/or services, the Company allocates revenue to each element based on relative selling prices. The selling price for a deliverable is based on its vendor specific objective evidence ("VSOE"), if available, third party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. In multiple element arrangements where more-than-incidental software deliverables are included, the Company allocates revenue to each separate unit of accounting for each of the non-software deliverables and to the software deliverables as a group using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy.


Advertising Costs
 
The Company expenses all advertising costs as incurred.  Advertising expense for the years ended March 31, 2016, 2015,Fiscal Years 2021, 2020, and 20142019 was $2.0$0.6 million,, $3.7 $0.8 million,, and $4.0$1.2 million,, respectively.



Income Taxes


Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. The Company records a valuation allowance against particular deferred income tax assets if it is more likely than notmore-likely-than-not that those assets will not be realized. The provision for (benefit from) income taxes comprises the Company's current tax liability and changes in deferred income tax assets and liabilities.


Significant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for (benefit from) income taxes. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are in accordance with applicable tax laws. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties.

The Company follows the tax law ordering to determine when excess tax benefits have been realized.


The Company is subject to income taxes in the U.S. and foreign jurisdictions. At any one time,one-time, multiple tax years are subject to audit by various tax authorities.


EarningsThe Company accounts for Global Intangible Low-Taxed Income (“GILTI”) as period costs when incurred.

Loss Per Share
 
Basic earnings per share is computed by dividing the net income for the period by the weighted average number of commonThe Company has stock-based compensation plans under which employees, non-employee directors, and consultants may be granted stock-based compensation awards, including shares outstanding during the period, less common stock subject to repurchase.  Diluted earnings per share is computed by dividing the net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.  Potentially dilutive common shares include shares issuable upon the exercise of outstanding stock options, the vesting of awards of restricted stock and the estimatedon which non-forfeitable dividends are paid on unvested shares. As such, shares to be purchasedof restricted stock are considered participating securities under the Company’s employee stock purchase plan ("ESPP"), which are reflectedtwo-class method of calculating loss per share. During all periods presented, the Company incurred a net loss. Therefore, no effect is given to participating securities since they do not share in diluted earnings per share by applicationthe losses of the treasury stock method.  Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amountCompany. For further details refer to Note 18, Computation of stock-based compensation cost for future services that the Company has not yet recognized, and the amountLoss Per Common Share.

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Comprehensive Loss
 
Comprehensive Income
Comprehensive incomeLoss consists of two components, net incomeNet Income and other comprehensive income.  Other comprehensive incomeComprehensive Loss.  Other Comprehensive Loss refers to income, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equityStockholders’ Deficit, but which are excluded from net income.Net Income. Accumulated other comprehensive income,Other Comprehensive Loss, as presented in the accompanying consolidated balance sheets,Consolidated Balance Sheets, consists of foreign currency translation adjustments unrealized gains and losses on derivatives designated as cash flow hedges, net of tax, and unrealized gains and losses on marketable securities classified as available-for-sale,cash flow hedges, net of tax.
 
Foreign Operations and Currency Translation


The functional currency of each of the Company’s foreign sales and marketing offices, except as noted in the following paragraph,Company's subsidiaries is the local currency of the respective operations.  For these foreign operations, the Company translates assets and liabilities into U.S. dollars using the period-end exchange rates in effect as of the balance sheet date and translates revenues and expenses using the average monthly exchange rates.  The resulting cumulative translation adjustments are included in accumulated other comprehensive income, a separate component of stockholders' equity on the accompanying consolidated balance sheets.

The functional currency of the Company’s European finance, sales and logistics headquarters in the Netherlands, sales office and warehouse in Japan, a manufacturing facility in Tijuana, Mexico, and logistic and research and development facilities in China, is the U.S. Dollar.  For these foreign operations, assetsUSD. Assets and liabilities denominated in foreign currencies other than the USD are re-measured at the period-end orrates for monetary assets and liabilities and at historical rates as appropriate.for non-monetary assets and liabilities.  Revenues and expenses are re-measured at average monthly rates, which the Company believes to be a fair approximation ofapproximate actual rates.  CurrencyForeign currency transaction gains and losses are recognized in current operations.Other Non-Operating Income, net, in the Consolidated Statements of Operations and are immaterial for all periods presented.


Stock-Based Compensation Expense


The Company applies the provisions of the Accounting Standards Codification (ASC) 718, Compensation - Stock Compensation Topic of the FASB ASC,, which requires the measurement and recognition of compensation expense for all share-based paymentstock-based compensation awards made to employees and non-employee directors based on estimated fair values.values as of the grant date. The Company recognizes the grant-date fair value of stock-based compensation as compensation expense using the straight-line attribution approach over the service period for which the stock-based compensation is expected to vest.

The Company followsestimates expected forfeitures at the tax law ordering approach to determine whentime of grant based on historical activity, which the Company believes is indicative of expected future forfeitures.

The Company accounts for excess tax benefits from stock-based awards have been realized and aretax deficiencies to be recognized in additional paid-in capital. Whenthe provision for income taxes as discrete items in the period when the awards vest or are settled. The amount of excess tax deductionsbenefits or deficiencies will fluctuate from stock-based awards are less thanperiod-to-period based on the cumulative book compensation expense, the tax effectprice of the resulting difference (“shortfall”) is charged first to additional paid-in capital toCompany’s stock, the extent of the Company's pool of windfall tax benefits, with any remainder recognized in income tax expense. The Company has determined that it had a sufficient windfall pool available through the end of fiscal year 2016 to absorb any shortfalls. In addition, the Company accounts for the indirect effectsvolume of stock-based awards on other tax attributes, such asinstruments settled or vested, and the research tax credit, through the consolidated statements of operations.grant date fair value. For further details refer to Note 17, Income Taxes.


Treasury Shares
 
From time to time, the Company repurchases shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions, in accordance with programs authorized by the Board of Directors.Directors ("Board").  Repurchased shares are held as treasury stock until such time as they are retired or re-issued. Retirements of treasury stock are non-cash equity transactions in which the reacquired shares are returned to the status of authorized but unissued shares and the cost is recorded as a reduction to both retained earnings and treasury stock. The stock repurchase programs are intended to offset the impact of dilution resulting from the Company's stock-based compensation programs.


Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-termCash Equivalents, Short-term Investments, and long-term investments, and trade accounts receivable.Accounts Receivable, net.  


Plantronics’The Company’s investment policy limits investments to highly-rated securities. In addition, the Company limits the amount of credit exposure to any one issuer and restricts placement of these investments to issuers evaluated as creditworthy.  As of March 31, 2016April 3, 2021, the Company's investments were composed solely of Mutual Funds, US Treasury Notes, Government Agency Securities, Commercial Paper, Corporate Bonds,mutual funds and Certificates of Deposits ("CDs").money market funds. As of March 31, 2015,28, 2020, the Company's investments were composed solely of Mutual Funds, Government Agency Securities, Commercial Paper, and Corporate Bonds.mutual funds.


Concentrations of credit risk with respect to trade receivablesAccounts Receivable, net are limited due to the large number of customers that comprise the Company’s customer base and their dispersion across different geographies and markets. One customer, SYNNEX Corporation,NaN customers, ScanSource and Ingram Micro Group, accounted for 11.2%24.9% and 24.7%, respectively, of total Accounts Receivable, net accounts receivableas of April 3, 2021. NaN customers, Ingram Micro Group, ScanSource, and Synnex Group, accounted for 22.2%, 17.3%, and 15.6%, respectively, of total Accounts Receivable, net as of March 31, 2016. One customer D&H Distributing accounted for 11.1% of total net accounts receivable as of March 31, 2015.28, 2020. The Company does not believe other significant concentrations of credit risk exist. PlantronicsThe Company performs ongoing credit evaluations of its customers' financial condition and requires no collateral from its customers.  The Company maintains a provision for doubtful accounts based upon expected collectibilitycollectability of all accounts receivable.


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Certain inventory components required by the Company and our original design and contract manufacturers are only available from a limited number of suppliers.  The rapid rate of technological change, and the necessity of developing and manufacturing products with short lifecycles, and global supply and demand may intensify these risks.  The inability to obtain components as required, or to develop alternative sources, as required in the future, could result in delays or reductions in product shipments, which in turn could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. As a mitigation, the Company has ongoing efforts to identify alternative sourcing suppliers to eliminate reliance to the extent possible on one supplier.


Related Party
3.RECENT ACCOUNTING PRONOUNCEMENTS


A vendor of the Company, Digital River, Inc. ("Digital River"), with whom the Company had an existing relationship prior to the Acquisition of Polycom for e-commerce services, is a wholly-owned subsidiary of Siris Capital Group, LLC ("Siris"). Triangle Private Holdings II, LLC ("Triangle") is also a wholly-owned subsidiary of Siris. Immediately prior to the Company's Acquisition of Polycom on July 2, 2018, Triangle was Polycom’s sole stockholder and, pursuant to the Company's Stock Purchase Agreement with Triangle, Triangle owned approximately 17.8% of the Company's issued and outstanding stock. However, Triangle sold all of its stock in two block sales to a broker-dealer on August 27, 2020 and November 23, 2020. As a result of the first block sale, one of the directors previously appointed to the Board resigned pursuant to the Stockholder Agreement with Triangle. The Board waived the resignation requirement with respect to a second director previously appointed in accordance with the Stockholder Agreement with Triangle As a consequence of these relationships, Digital River is considered a related party under ASC 850, Related-Party Disclosures. The Company had immaterial transactions with Digital River during Fiscal Years 2021 and 2020.

Accounts Receivable Financing

The Company holds a financing agreement with an unrelated third-party financing company (the "Financing Agreement") whereby the Company offers distributors and resellers direct or indirect financing on their purchases of products and services. In return, the Company agrees to pay the financing company a fee based on a pre-defined percentage of the transaction amount financed. In certain instances, the Financing Agreement results in a transfer of the Company's receivables, without recourse, to the financing company. If the transaction meets the applicable criteria under ASC 860, Transfers and Servicing ("ASC 860"), and is accounted for as a sale of financial assets, the related accounts receivable is excluded from the balance sheet upon receipt of the third-party financing company's payment remittance. In certain legal jurisdictions, the arrangements that involve maintenance services or products bundled with maintenance at one price do not qualify as sales of financial assets in accordance with the authoritative guidance. Accordingly, accounts receivable related to these arrangements are accounted for as a secured borrowing in accordance with ASC 860 and the Company records a liability for any cash received, while maintaining the associated accounts receivable balance until the distributor or reseller remits payment to the third-party financing company.

In Fiscal Year 2021, total transactions entered pursuant to the terms of the Financing Agreement were approximately $91.3 million, of which $83.5 million was related to the transfer of a financial asset. The financing of these receivables accelerated the collection of cash and reduced the Company's credit exposure. Included in Accounts Receivable, net on the Consolidated Balance Sheets as of April 3, 2021 was approximately $8.9 million due from the financing company. Total fees incurred pursuant to the Financing Agreement was $1.3 million for Fiscal Year 2021. These fees are recorded as a reduction of Net Revenues in the Consolidated Statement of Operations.

Reclassifications

Certain prior year amounts have been reclassified for consistency with current year presentation. Each of the reclassifications was immaterial and had no effect on the Company's results of operations or cash flows.

3.    RECENT ACCOUNTING PRONOUNCEMENTS

Recently IssuedAdopted Pronouncements


In MarchJune 2016, the Financial Accounting Standards Board ("FASB") issued additional guidance regarding share-based compensation,Accounting Standard Update ("ASU") No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which outlineschanges the impairment model for most financial assets. The new provisions intended to simplify various aspects related to accountingmodel uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for share-based payments and their presentation in the financial statements. The guidance is effective for the Company's fiscal year ended March 31, 2018. Early adoption is permitted.losses. The Company currently evaluatingadopted ASU 2016-13 effective March 29, 2020, using the effect this new accounting guidance may havemodified retrospective transition method, which requires a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on its consolidatedthe date of adoption with prior periods not restated. The adoption had an immaterial impact on the Company’s financial position, results of operations and cash flows.

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In February 2016, the FASB issued additional guidance regarding both operating and financing leases, requiringASU 2016-02, Leases (“ASU 2016-02”). Under ASU 2016-02, lessees are required to recognize a lease liability and a corresponding ROU asset on theirthe balance sheets “right-of-use assets” and corresponding lease liabilities, measured on a discounted basis over the lease term. Virtuallysheet for virtually all leases, will be subject to this treatment except leases that meet the definition of a “short-term lease.” For expense recognition, the dual model requiring leases to be classified as either operating or finance leases has been retained from the prior standard. Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern. Classification will use criteria very similar to those applied in current lease accounting, but without explicit bright lines. Extensive additional quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of expense recognized and expected to be recognized. The new lease guidance will essentially eliminateeliminating off-balance sheet financing. The guidance is effective for the Company's fiscal year ending March 31, 2020. The new standard must be adopted using a modified retrospective transition that provides for certain practical expedients and requires the new guidance to be applied at the beginning of the earliest comparative period presented. The Company is currently evaluating the effect this new accounting guidance may have on its consolidated results of operations, cash flows, and financial position.

In January 2016, the FASB issued additional guidance regarding the recognition and measurement of financial assets and liabilities. Changes to the current GAAP model primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The Company is required to adopt the standard in the first quarter of its fiscal year endingOn March 31, 2019, but may elect to adopt earlierthe Company adopted ASU 2016-02 using the modified retrospective approach and recognized $57.3 million in ROU assets within Other Assets and $68.5 million in lease liabilities, of which $25.7 million and $42.8 million were included within Accrued Liabilities and Other Long-Term Liabilities, respectively, on the Consolidated Balance Sheet. The initial ROU assets recognized were adjusted for accrued rent and facility-related restructuring liabilities as permitted under the standard. The Company is currently evaluating what impact, if any,of the adoption of this standard will have on its consolidated results of operations, financial position, and cash flows.

In July 2015, the FASB issued additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. The Company is required to adopt the standard in the first quarter of its fiscal year ending March 31, 2018, but may elect to adopt earlier as permitted under the standard.date. The adoption isof ASU 2016-02 did not expected to have a material impact on the Company's resultsConsolidated Statements of operations, financial position, or cash flows.Operations.


In April 2015,May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The Company adopted ASU 2014-09 as of April 1, 2018 using the modified retrospective method and recognized the cumulative effect of initially applying ASU 2014-09 as an adjustment to the opening balance of retained earnings.

4. ACQUISITION

Polycom Acquisition

On July 2, 2018 ("Acquisition Date"), the Company completed the Acquisition of Polycom based upon the terms and conditions contained in the Purchase Agreement dated March 28, 2018. The Company believes the Acquisition will better position Plantronics with its channel partners, customers, and strategic alliance partners by allowing the Company to pursue additional guidance regarding cloud computing arrangements. The guidance requires registrants to accountopportunities across the Unified Communications & Collaboration ("UC&C") market in both hardware end points and services.

At the closing of the Acquisition, the Company acquired Polycom for a cloud computing arrangement that includes a software license element consistentapproximately $2.2 billion with the acquisitiontotal consideration consisting of (1) 6.4 million shares of the Company's common stock (the "Stock Consideration") valued at approximately $0.5 billion and (2) approximately $1.7 billion in cash net of cash acquired (the "Cash Consideration"), resulting in Triangle, which was Polycom’s sole stockholder, owning approximately 16.0% of the Company immediately following the Acquisition. The consideration paid at closing was subject to a working capital, tax and other software licenses. Cloud computing arrangement without software licenses are to beadjustments. This transaction was accounted for as a service contract. This guidancebusiness combination and the Company has included the financial results of Polycom in the Consolidated Financial Statements since the date of Acquisition.

During the quarter ended June 29, 2019, the Company finalized its allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed. Since the Acquisition, the Company has recorded measurement period adjustments to reflect facts and circumstances in existence as of the Acquisition date. These adjustments included deferred tax and tax liabilities of $45.2 million, a working capital adjustment of $8.0 million, and various other immaterial adjustments of $1.4 million, resulting in a decrease to goodwill of approximately $54.6 million.

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The allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the Acquisition date is effectiveas follows:
(in thousands)July 2, 2018
ASSETS
Cash and cash equivalents$80,139 
Trade receivables, net165,798 
Inventories109,074 
Prepaid expenses and other current assets68,558 
Property and equipment, net79,497 
Intangible assets985,400 
Other assets27,237 
Total assets acquired$1,515,703 
LIABILITIES
Accounts payable$80,653 
Accrued payroll and related liabilities44,538 
Accrued expenses147,167 
Income tax payable27,044 
Deferred revenue115,061 
Deferred income taxes94,618 
Other liabilities54,394 
Total liabilities assumed$563,475 
Total identifiable net assets acquired952,228 
Goodwill1,264,417 
Total Purchase Price$2,216,645 

The estimate of fair value and purchase price allocation were based on information available at the time of closing the Acquisition. The Acquisition resulted in $1,264 million of goodwill, which represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed.

The following table shows the fair value of the separately identifiable intangible assets at the time of Acquisition and the period over which each intangible asset will be amortized:
(in thousands, except for remaining life)Fair ValueWeighted-Average Amortization Period
Existing technology$538,600 4.95
Customer relationships245,100 5.46
Trade name/Trademarks115,600 9.00
Backlog28,100 0.25
Total amortizable intangible assets acquired927,400 5.45
In-process research and development58,000 
Total acquired intangible assets$985,400 

Existing technology relates to products for fiscal yearsvoice, video and interim periods beginning after December 15, 2015.platform products. The Company has electedvalued the developed technology using the discounted cash flow method under the income approach. This method reflects the present value of the projected cash flows that are expected to adoptbe generated by the new standard beginning indeveloped technology less charges representing the first quartercontribution of its fiscal year 2016.other assets to those cash flows. The adoptioneconomic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

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Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Polycom. Customer relationships were valued using the discounted cash flow method as described above and the distributor method under the income approach. Under the distributor method, the economic profits generated by a distributor are deemed to be attributable to the customer relationships. The economic useful life was determined based on historical customer turnover rates.

Order backlog was valued separately from customer relationships using the discounted cash flow method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by order backlog less costs to fulfill. The economic useful life was determined based on the period over which the order backlog is expected to be fulfilled.

Trade name/trademarks relate to the “Polycom” trade name and related trademarks. The fair value was determined by applying the profit allocation method under the income approach. This valuation method estimates the value of an asset by the profit saved because the company owns the asset. The economic useful life was determined based on the expected life of the trade name and trademarks and the cash flows anticipated over the forecasted periods at the time of the Acquisition.

The fair value of in-process technology was determined using the discounted cash flow method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by thin-process technology, less charges representing the contribution of other assets to those cash flows. As of March 28, 2020, the Company had reclassified $58.0 million of completed in-process research and development into existing technology, which is being amortized over the estimated useful life.

The Company believes the amounts of purchased intangible assets recorded above represent the fair values of and approximate the amounts a market participant would pay for these intangible assets as of the Acquisition date.

As of the Acquisition date, goodwill was primarily attributable to the assembled workforce, market expansion, and anticipated synergies and economies of scale expected from the integration of the Polycom business. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved. Goodwill is not expected to have a material impactbe deductible for tax purposes.

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if Polycom had been acquired as of the beginning of Fiscal Year 2018. The unaudited pro forma information includes adjustments to amortization for intangible assets acquired, the purchase accounting effect on deferred revenue assumed and inventory acquired, restructuring charges related to the Acquisition, and transaction and integration costs. For the year ended March 30, 2019 and March 31, 2018, non-recurring pro forma adjustments directly attributable to the Polycom Acquisition included (i) the purchase accounting effect of deferred revenue assumed of $84.8 million, (ii) the purchase accounting effect of inventory acquired of $30.4 million, and (iii) Acquisition costs of $19.2 million. 

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the Company's consolidated results of operations financial position, or cash flows.

In May 2014,of the FASB issued additional guidance regarding revenue from contracts with customers. Whilecombined business had the standard supersedes existing revenue recognition guidance, it closely aligns with current GAAP. Under the new standard, revenue will be recognizedAcquisition actually occurred at the time a goodbeginning of Fiscal Year 2018 or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the dateresults of adoption. In March 2016, the FASB issued additional guidance concerning "Principal versus Agent" considerations (reporting revenue gross versus net); in April 2016, the FASB issued additional guidance on identifying performance obligations and licensing; and in May 2016, the FASB issued additional guidance on collectibility, noncash consideration, presentation of sales tax, and transition. These updates are intended to improve the operability and understandabilityits future operations of the implementation guidance and have the same effective date and transition requirements as the greater "contracts with customers" standard. The Company is required to adopt the standard, as amended, in the first quarter of its fiscal year ending March 31, 2018 although, under the standard, it may adopt as early as the first quarter of its fiscal year ending March 31, 2017.  Presently, the Company is not yet in a position to assess the application date. The Company is currently evaluating what impact, if any, the adoption of this standard will have on its consolidated results of operations, financial position, and cash flows.combined business.



4.CASH, CASH EQUIVALENTS, AND INVESTMENTSPro Forma (unaudited)
(in thousands)Fiscal Year Ended
March 30, 2019
Total net revenues$2,008,245 
Operating income (loss)18,929 
Net loss$(38,516)



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

The following tables summarize the Company’s cash, cash equivalents,Cash and investments’Cash Equivalents, Restricted Cash, and Short-term Investments adjusted cost, gross unrealized gains, gross unrealized losses, and fair value by significant investment category recorded as cashCash and cash equivalents, short-term, or long-term investmentsCash Equivalents, Restricted Cash, and Short-term Investments as of April 3, 2021 and March 31, 2016 and 201528, 2020 (in thousands):

April 3, 2021Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cash & Cash EquivalentsRestricted CashShort-Term Investments
Cash and cash equivalents$177,551 $— $— $177,551 $177,551 $— 
Restricted cash(1)493,908 493,908 493,908 
Level 1:
Mutual funds12,622 1,945 (8)14,559 14,559 
Money market funds25,009 — — 25,009 25,009 
Total cash and cash equivalents, restricted cash and short-term investments measured at fair value$709,090 $1,945 $(8)$711,027 $202,560 $493,908 $14,559 

March 31, 2016 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair
Value
 Cash & Cash Equivalents Short-term investments (due in 1 year or less) Long-term investments (due in 1 to 3 years)
Cash $232,600
 $
 $
 $232,600
 $232,600
 $
 $
Level 1:              
Mutual Funds 10,025
 32
 (548) 9,509
 
 9,509
 
US Treasury Notes 25,051
 21
 (9) 25,063
 
 12,993
 12,070
Subtotal 35,076
 53
 (557) 34,572
 
 22,502
 12,070
Level 2:              
Government Agency Securities 72,698
 24
 (20) 72,702
 
 10,521
 62,181
Commercial Paper 37,628
 
 
 37,628
 650
 36,978
 
Corporate Bonds 147,662
 234
 (97) 147,799
 2,016
 77,115
 68,668
Certificates of Deposits ("CDs") 15,639
 
 
 15,639
 
 12,935
 2,704
Subtotal 273,627
 258
 (117) 273,768
 2,666
 137,549
 133,553
               
Total cash, cash equivalents
and investments measured at fair value
 $541,303
 $311
 $(674) $540,940
 $235,266
 $160,051
 $145,623
(1) Restricted cash represents the cash held in trust and restricted for use to redeem the 5.50% Senior Notes. Refer to Note 21,Subsequent Events.


March 28, 2020Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
Cash & Cash EquivalentsShort-Term Investments
Cash and cash equivalents$213,879 $— $— $213,879 $213,879 $— 
Level 1:
Mutual funds12,938 31 (1,128)11,841 11,841 
Total cash and cash equivalents
and short-term investments measured at fair value
$226,817 $31 $(1,128)$225,720 $213,879 $11,841 
March 31, 2015 Amortized
Cost
 Gross
Unrealized
Gains
 Gross
Unrealized
Losses
 Fair
Value
 Cash & Cash Equivalents Short-term investments (due in 1 year or less) Long-term investments (due in 1 to 3 years)
Cash $273,350
 $
 $
 $273,350
 $273,350
 $
 $
Level 1:              
Mutual Funds 5,398
 147
 (25) 5,520
 
 5,520
 
Level 2:              
Government Agency Securities 89,875
 37
 (22) 89,890
 
 43,024
 46,866
Commercial Paper 17,574
 10
 
 17,584
 3,500
 14,084
 
Corporate Bonds 95,759
 199
 (3) 95,955
 
 35,231
 60,724
Subtotal 203,208
 246
 (25) 203,429
 3,500
 92,339
 107,590
               
Total cash, cash equivalents
and investments measured at fair value
 $481,956
 $393
 $(50) $482,299
 $276,850
 $97,859
 $107,590


As of April 3, 2021, and March 31, 2016 and 2015, with28, 2020, the exceptionCompany's investments consisted of assets related to its deferred compensation plan and are classified as trading securities. The assets are reported at fair value, with unrealized gains and losses included in current period earnings. For more information regarding the Company's deferred compensation plan, all of the Company's investments are classified as available-for-sale securities. The carrying value of available-for-sale securities included in cash equivalents approximates fair value because of the short maturity of those instruments.

refer to Note 6, Deferred Compensation. The Company did not incur any material realized or unrealized net gains or losses for the fiscal years ended March 31, 2016 and 2015.during all periods presented.


There were no transfers between fair value measurement levels during the years ended March 31, 2016Fiscal Years 2021 and 2015.2020.



5.6.     DEFERRED COMPENSATION


As of March 31, 2016,April 3, 2021, the Company held investments in mutual funds with a fair value totaling $9.5$14.6 million, all of which related to debt and equity securities that are held in a rabbi trust under non-qualified deferred compensation plans. The total related deferred compensation liability was $9.5$14.6 million atas of April 3, 2021. As of March 31, 2016. The28, 2020, the Company held investments in mutual funds with a fair value totaling $11.8 million, all of which related to debt and equity securities that are held in thea rabbi trust at March 31, 2015 was $5.5 million.under non-qualified deferred compensation plans. The total related deferred compensation liability atas of March 31, 201528, 2020 was $5.5$11.7 million.


The securitiesinvestments are classified as trading securities and are recorded onin Short-term Investments in the Consolidated Balance Sheets under "Short-term investments".Sheets. The liability is recorded onin Accrued Liabilities and Other Long-Term Liabilities in the Consolidated Balance Sheets under “Other long-term liabilities”.Sheets.


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6.DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

7.    DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable,Receivable, net:
(in thousands)April 3, 2021March 28, 2020
Accounts receivable$352,108 $350,642 
Provisions for promotions and rebates(82,315)(101,666)
Provisions for doubtful accounts and sales allowances(2,329)(2,141)
Accounts receivable, net$267,464 $246,835 
  March 31,
(in thousands) 2015 2016
Accounts receivable $159,397
 $163,834
Provisions for returns (6,194) (7,314)
Provisions for promotions and rebates (15,401) (27,737)
Provisions for doubtful accounts and sales allowances (1,221) (564)
Accounts receivable, net $136,581
 $128,219


Inventory, net:
(in thousands)April 3, 2021March 28, 2020
Raw materials$87,050 $97,371 
Work in process9,511 459 
Finished goods97,844 66,697 
Inventory, net$194,405 $164,527 
  March 31,
(in thousands) 2015 2016
Raw materials $24,263
 $21,612
Work in process 1,653
 1,642
Finished goods 30,760
 29,908
Inventory, net $56,676
 $53,162


Property, plant,Plant, and equipment,Equipment, net:
(in thousands)April 3, 2021March 28, 2020
Land$15,643 $15,112 
Buildings and improvements (useful life: 7-30 years)131,752 132,153 
Machinery and equipment (useful life: 1-10 years)177,807 170,756 
Software (useful life: 5-6 years)60,244 60,552 
Construction in progress7,519 6,934 
Property, plant, and equipment, gross392,965 385,507 
Accumulated depreciation and amortization(252,090)(219,649)
Property, plant, and equipment, net$140,875 $165,858 
  March 31,
(in thousands) 2015 2016
Land $16,666
 $16,666
Buildings and improvements (useful life: 7-30 years) 99,914
 101,265
Machinery and equipment (useful life: 2-10 years) 103,344
 105,532
Software (useful life: 5-10 years) 43,387
 49,603
Construction in progress 8,679
 20,119
  271,990
 293,185
Accumulated depreciation and amortization (132,577) (143,450)
Property, plant, and equipment, net $139,413
 $149,735


Depreciation and amortization expense attributable to Property, Plant and Equipment for fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 20142019 was $19.939.4 million, $18.5$46.1 million,, and $15.5$40.6 million,, respectively.


Included in Softwaresoftware are unamortized capitalized software costs relating to both purchased and internally developed software of $21.8$13.2 million and $19.2$19.1 million at April 3, 2021 and March 31, 2016 and 2015,28, 2020, respectively.  Amortization expense related to capitalized software costs in fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 20142019 was $4.16.4 million, $3.8$10.1 million,, and $2.3$11.0 million,, respectively.
 
Included in Constructionconstruction in progress at March 31, 2016April 3, 2021 was $9.2 million in costs related to the construction of a new smarter working office for our European headquarters in the Netherlands, $3.0 million in costs related to the implementation of a manufacturing execution system at our facility in Mexico, as well as costs associated with buildingmachinery and leasehold improvements at our U.S. headquarters,equipment, tooling for new products, building improvements, and other IT-related expenditures. None of the items were individually material.


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Accrued liabilities:Liabilities:
(in thousands)April 3, 2021March 28, 2020
Short term deferred revenue$141,375 $144,040 
Employee compensation and benefits84,318 48,153 
Provision for returns25,133 20,146 
Operating lease liabilities, current21,701 22,517 
Accrued other121,557 138,810 
Accrued liabilities$394,084 $373,666 
  March 31,
(in thousands) 2015 2016
Employee compensation and benefits $31,888
 $22,955
Accrued interest on 5.50% Senior Notes 
 10,501
Warranty obligation 7,717
 8,537
VAT/Sales Tax Payable 4,749
 4,894
Restructuring and other related charges(1)
 
 5,783
Accrued other 17,687
 17,364
Accrued liabilities $62,041
 $70,034

(1) Refer to Note 11, Restructuring and Other Related Charges, for more information on the Company's restructuring activity.
Changes in the warranty obligation, whichwhich are included as a component of accrued liabilitiesrecorded in Accrued Liabilities and Other Long-term Liabilities in the consolidated balance sheets,Consolidated Balance Sheets, are as follows:
(in thousands)April 3, 2021March 28, 2020
Warranty obligation at beginning of year$15,261 $17,984 
Warranty provision related to products shipped21,112 18,736 
Deductions for warranty claims processed(19,168)(21,333)
Adjustments related to preexisting warranties179 (126)
Warranty obligation at end of year$17,384 $15,261 
  Year ended March 31,
(in thousands) 2015 2016
Warranty obligation at beginning of year $7,965
 $7,717
Warranty provision related to products shipped 9,955
 9,125
Deductions for warranty claims processed (8,856) (9,075)
Adjustments related to preexisting warranties (1,347) 770
Warranty obligation at end of year $7,717
 $8,537


Operating Leases:
Balance Sheet
(in thousands)ClassificationApril 3, 2021March 28, 2020
ASSETS
Operating right-of-use assets(1)
Other Assets$40,177 $44,226 
LIABILITIES
Operating lease liabilities, current(2)
Accrued Liabilities21,701 22,517 
Operating lease liabilities, long-termOther Liabilities35,105 35,144 
7.GOODWILL

Goodwill as(1) During Fiscal Year 2021 and Fiscal Year 2020, the Company made $27.3 million and $24.2 million, respectively, in payments for operating leases included within Cash Provided by Operating Activities in the Consolidated Statements of
March 31, 2016Cash Flows.
(2) During Fiscal Year 2021 and 2015 was $15.5Fiscal Year 2020, the Company recognized $13.7 million and $17.7 million, respectively, in operating lease expense, net of accumulated impairment$5.4 million and $5.6 million in sublease income, respectively, within the Consolidated Statement of $54.6 million. In fiscal years 2016 and 2015, for purposesOperations.

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8.    GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

During the fourth quarter of fiscal years 2016 and 2015,Fiscal Year 2021, the Company evaluatedperformed an initial assessment of qualitative factors to determine whether the existence of events and circumstances lead to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. After assessing the totality of relevant events and circumstances, the Company determined that it is more-likely-than-not that the fair value of all reporting units exceed carrying value. Therefore, no further impairment testing was performed and no impairment charges were recognized.

During the fourth quarter of Fiscal Year 2020, the Company experienced a sustained decrease in its stock price and determined that it was more-likely-than-not that the carrying value of the Company's reporting units exceeded their fair value. During the fourth quarter of Fiscal Year 2020, the Company made key changes to its executive management, which ultimately resulted in a change to the composition of its reportable segments and consequently a change from one to four reporting units: Headsets, Voice, Video, and Services (see Note 20, Segment Reporting and Geographic Information for additional information). As a result of the quantitative impairment test performed on a one reporting unit basis, the Company recorded a goodwill impairment loss of $323.1 million due to changes in the estimate of long-term future financial performance to reflect lower expectations for growth in revenue and earnings than previously estimated. Additionally, after the reallocation of goodwill to its four reporting units, the Company recorded an additional goodwill impairment loss of $47.8 million and $112.8 million to its Voice and Video reporting units, respectively. The fair value of the Company's reporting units was estimated using a discounted cash flow model (income approach), which used Level 3 inputs. The income approach included assumptions for, among others, forecasted revenue, operating income, and discount rates, all of which require significant judgment by management. These assumptions also consider the current industry environment and outlook, and the resulting impact on the Company's expectations for the performance of its business.

The changes in the carrying amount of goodwill allocated to the Company's reportable segments for Fiscal Year 2021 and Fiscal Year 2020 are as follows:
(in thousands)Poly Reportable SegmentProducts Reportable SegmentServices Reportable SegmentTotal Consolidated
Balance as of March 30, 2019$1,278,380 $$$1,278,380 
Acquisition measurement period adjustments1,517 1,517 
Impairment prior to re-segmentation(323,088)(323,088)
Allocation due to re-segmentation(956,809)789,561 167,248 
Impairment after re-segmentation(160,593)(160,593)
Balance as of March 28, 2020628,968 167,248 796,216 
Balance as of April 3, 2021$$628,968 $167,248 $796,216 

Purchased Intangibles, net

Purchased Intangibles, net consists primarily of existing technology, customer relationships, and trade names acquired in business combinations. Intangible assets with finite lives are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the related asset group may affectnot be recoverable. As a result of the sustained decrease in stock price experienced in Fiscal Year 2020, the Company determined the Voice products asset group to not be recoverable and a quantitative impairment test was performed. The fair value of the Company's Voice products asset group was estimated using a discounted cash flow model (income approach) which used Level 3 inputs. The income approach included assumptions for, among others, forecasted revenue, operating income, and discount rates, all of which require significant judgment by management. The Company compared the fair value of the reporting unitVoice products asset group to its carrying value and concluded theredetermined the existing technology and customer relationships intangible assets and certain machinery and equipment to be no indicationcompletely impaired. As a result, the Company recorded an impairment of goodwill impairment.long-lived assets totaling $179.6 million in the fourth quarter of Fiscal Year 2020 within its Product segment, of which $174.2 million and $5.4 million was classified as Cost of Revenues and Operating Expenses, respectively, in the Consolidated Statements of Operations. Impairment of long-lived assets was comprised of $175.0 million of intangible assets and $4.6 million of machinery and equipment. No impairment charges were recognized in Fiscal Year 2021.

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8.COMMITMENTS AND CONTINGENCIES


As of April 3, 2021 and March 28, 2020, the carrying value of Purchased Intangibles, excluding fully amortized assets, is as follows:
April 3, 2021March 28, 2020
(in thousands)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueWeighted Average Remaining Useful LifeGross Carrying ValueAccumulated AmortizationNet Carrying Amount
Existing technology$427,123 $(277,071)$150,052 2.3 years$427,123 $(208,848)$218,275 
Customer relationships240,024 (128,740)111,284 3.2 years240,024 (84,506)155,518 
Trade names/Trademarks115,600 (35,322)80,278 6.3 years115,600 (22,478)93,122 
Purchased intangibles$782,747 $(441,133)$341,614 3.5 years$782,747 $(315,832)$466,915 

Intangibles are amortized on a straight-line basis over the respective estimated useful lives of the assets. Amortization is charged to Cost of Revenues and Operating Expenses in the Consolidated Statements of Operations. The Company recognized $124.9 million and $183.7 million of amortization expense in Fiscal Year 2021 and Fiscal Year 2020, respectively.

As of April 3, 2021, expected amortization expense attributable to Purchased Intangibles for each of the next five years and thereafter is as follows:
in thousandsAmount
2022$113,858 
2023111,232 
202465,936 
202521,688 
202612,844 
Thereafter16,056 
Total$341,614 

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9.     COMMITMENTS AND CONTINGENCIES

Future Minimum Future RentalLease Payments  


Minimum future rentalFuture minimum lease payments under non-cancelable operating leases having remaining terms in excess of one year as of March 31, 2016 areApril 3, 2021 were as follows:
(in thousands)
Operating Leases (1)
2022$23,693 
202310,013 
20247,813 
20255,816 
20264,646 
Thereafter11,872 
Total lease payments63,853 
Less: Imputed interest(2)
(7,047)
Present value of lease liabilities$56,806 
Fiscal Year Ending March 31, (in thousands)
2017 $2,416
2018 1,522
2019 1,279
2020 1,203
2021 952
Thereafter 1,855
Total minimum future rental payments $9,227
(1) The weighted average remaining lease term was 4.3 years as of April 3, 2021.

(2) The weighted average discount rate was 4.8% as of April 3, 2021.
Total rent expense for operating leases was approximately $2.9 million, $3.4 million, and $4.3 million in fiscal years 2016, 2015, and 2014, respectively.


Unconditional Purchase Obligations


The Company purchases servicesmaterials and componentsservices from a variety of suppliers and manufacturers. During the normal course of business and to manage manufacturing operations, and general and administrative activities, the Company may enter into firm, non-cancelable, and unconditional purchase obligations for inventory, including electronic components such as semiconductor chips, in addition to service, capital expenditure, and general and administrative activities for which amounts are not recorded on the consolidated balance sheets. Such obligations totaled $150.9 million asConsolidated Balance Sheets. As of March 31, 2016April 3, 2021, the Company had outstanding off-balance sheet third-party manufacturing, component purchase, and other general and administrative commitments of $667.0 million.


Other Guarantees and Obligations


In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, purchasers of assets or subsidiaries and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of agreements or representations and warranties made by the Company, services to be provided by the Company, intellectual property infringement claims made by third parties or, with respect to the sale of assets orof a subsidiary, matters related to the Company's conduct of the business and tax matters prior to the sale. From time to time, the Company indemnifies customers against combinations of loss, expense, or liability arising from various triggering events relating to the sale and use of its products and services.  

In addition, Plantronicsthe Company also provides protectionindemnification to customers against claims related to undiscovered liabilities, additional product liability, or environmental obligations. In addition, theThe Company has also entered into indemnification agreements with its directors, officers and certain of its officersother personnel that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.officers of the Company or certain of its affiliated entities. The Company maintains director and officer liability insurance, which may cover certain liabilities arising from its obligation to indemnify its directors, officers and officerscertain other personnel in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.claim. Such indemnification agreementsobligations might not be subject to maximum loss clauses. Historically, the Company has not incurred material costs as a result of obligations under these agreements and it has not accrued any liabilities related to such indemnification obligations in the consolidated financial statements.Consolidated Financial Statements.


Claims and Litigation


On October 12, 2012, GN Netcom,January 23, 2018, FullView, Inc. filed a complaint in the United States District Court of the Northern District of California against Polycom, Inc. alleging infringement of two patents and thereafter filed a similar complaint in connection with the same patents in Canada. Polycom thereafter filed an inter partes reexamination ("GN"IPR") sued Plantronics,of one of the patents, which was then appealed to Federal Circuit Court and denied. Litigation in both matters in the United States and Canada, respectively, were
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stayed pending the results of that appeal. Polycom also filed an IPR of the second patent and the U.S. Patent Trial and Appeal Board (“PTAB”) denied institution of the IPR petition. FullView had also initiated arbitration proceedings under a terminated license agreement with Polycom alleging that Polycom had failed to pay certain royalties due under that agreement. The arbitration panel awarded an immaterial amount to FullView. FullView filed a First and Second Amended Complaint and Polycom filed a motion to dismiss. The Court granted Polycom's partial motion to dismiss without prejudice and invalidated one of the patents in suit. Litigation on the remaining patent is ongoing.

On June 21, 2018, directPacket Research Inc. filed a complaint alleging patent infringement by Polycom, Inc. in the United States ("U.S.") District Court for the Eastern District of Delaware, alleging violationsVirginia, Norfolk Division. The Court granted Polycom’s Motion to Transfer Venue to the Northern District of California. Polycom filed petitions for Inter Partes Review of the Sherman Act,asserted patents which were granted by the Clayton Act,PTAB. The District Court matter was stayed pending resolution of the IPRs. Oral argument was heard on the IPRs on October 20, 2020. On January 11, 2021, the PTAB issued final written decisions invalidating two of the asserted patents. The remaining claims of the third patent were unasserted against the Company. On February 12, 2021, directPacket filed a notice of appeal to the United States Court of Appeals for the Federal Circuit with respect to the PTAB’s final written decision regarding the ’588 patent. On March 15, 2021, Polycom filed a notice of appeal to the United States Court of Appeals for the Federal Circuit with respect to the PTAB’s final written decision regarding the ’978 patent.

On November 15, 2019, Felice Bassuk, individually and Delaware common law. In itson behalf of others similarly situated, filed a complaint GN specifically alleges four causes of action: monopolization, attempted monopolization, concerted action in restraint of trade, and tortious interference with business relations. GN claims thatagainst the Company, dominates the market for headsets sold into contact centers in the U.S.its former CEO, Joseph Burton, its CFO, Charles Boynton, and that a critical channel for sales of headsets to contact centers is through a limited network of specialized independent distributors (“SIDs”). GN asserts that the Company attracts SIDs through exclusive distributor agreements and alleges that the use of these agreements is illegal.its former CFO, Pamela Strayer, alleging various securities law violations. The Company denies each ofdisputes the allegations inallegations. The Court appointed lead plaintiff and lead counsel and renamed the action “In re Plantronics, Inc. Securities Litigation” on February 13, 2020. Plaintiffs filed the amended complaint on June 5, 2020 and is vigorously defending itself. Given the preliminary nature ofCompany’s Motion to Dismiss the case, the Company is unable to estimate an amount or range of any reasonably possible losses resulting from these allegations.

During the quarter ended December 26, 2015, GN Netcom (“GN”)Amended Complaint on August 7, 2020. Plaintiffs filed their opposition on October 2, 2020 and the Company commencedreplied on November 16, 2020. The hearing scheduled for January 13, 2021 was vacated and on March 29, 2021, the briefingCourt issued its order granting the Company’s motion to dismiss, but allowing the Plaintiffs leave to amend their complaint. On April 13, 2021, pursuant to the parties’ mutual agreement, the Court issued its order granting a stipulation and scheduling order which provides the plaintiffs until June 15, 2021 to consider whether or not to file a second amended complaint, and if filed, allowing defendants until August 16, 2021 to file a motion to dismiss, with plaintiffs’ opposition to such motion due on or before September 30, 2021, and with defendants’ reply to be filed on or before November 1, 2021.
On December 17, 2019, Cisco Systems, Inc. filed a First Amended Complaint for Trade Secret Misappropriation against Plantronics, Inc. and certain individuals which amends a previously filed complaint against certain other individuals. The Company disputes the allegations. The Company filed a Motion to Dismiss and the Court granted the such Motion with leave to amend as to defendants He, Chung and Williams, granted the Motion to Compel Arbitration for defendant Williams and granted in part and denied in part the Motion to Dismiss by defendants Puorro and the Company. Cisco filed an Amended Complaint and the defendants moved to dismiss or strike portions of the Amended Complaint. The Court granted in part and denied in part the Motion to Dismiss. On September 10, 2020, the Company filed a Motion for Protective Order and a Motion to Strike and Challenge the Sufficiency of Cisco’s Trade Secret Disclosure. On December 21, 2020, the Court granted in part and denied in part such Motions. On December 30, 2020, Cisco filed a motion for sanctions against Plantronicsleave to file a Motion for spoliationReconsideration. On January 11, 2021 the Company filed its opposition. The Court issued its Case Management and Pretrial order setting a settlement conference which occurred on April 1, 2021. During such mediation conference, the parties agreed to stay the District Court case for 30 days to pursue settlement of evidence.pending claims. This 30 day period has run, however the parties are still in settlement discussions and have continue the stay.

On July 22, 2020, Koss Corporation filed a complaint alleging patent infringement by the Company and Polycom, Inc. in the United States District Court for the Western District of Texas, Waco Division. The briefingCompany answered the Complaint on October 1, 2020 disputing the claims. On December 18, 2020, the Company filed a Motion to Transfer Venue to the Northern District of California, which remains pending. On January 29, 2021, the plaintiff amended its infringement contentions to add new accused products. On February 12, 2021, the plaintiff filed its opposition to the Motion to Transfer. Claim construction exchanges have begun, and a claim construction hearing was concluded in early January. A court datescheduled for a hearing on the motion for sanctionsApril 22, 2021. Trial is scheduled for MayApril 18, 2016. There exists a reasonable possibility of the court issuing a sanction; however, the Company believes the low end of the possible range of losses is zero and the upper end of the range is immaterial. In the event the Company were to incur other, non-monetary sanctions for spoliation of evidence, it may have an adverse impact on the substantive case brought against the Company on October 12, 2012. However, the Company is unable to estimate a loss or range of losses that could possibly result from the substantive case should non-monetary sanctions be brought against the Company.2022.

In addition to the specific matters discussed above, the Company is involved in various legal proceedings and investigations arising in the normal course of conducting business. For such legal proceedings, whereWhere applicable, in relation to the matters described above, the Company has accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to the Company's financial condition, results of operations, or cash flows. With respect to proceedings for which no accrual has been made, theThe Company is not able to estimate an amount or range of any reasonably possible additional lossesloss, including in excess of any amount accrued, because of the preliminary nature of many of these proceedings, the difficulty in ascertaining the applicable facts relating to many of these proceedings, the variable treatment of claims made in many of these proceedings, and the difficulty of predicting the settlement value of many of these proceedings.
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However, based upon the Company's historical experience, the resolution of these proceedings is not expected to have a material effect on the Company's financial condition, results of operations or cash flows. The Company may incur substantial legal fees, which are expensed as incurred, in defending against these legal proceedings.



10. DEBT


9. DebtThe estimated fair value and carrying value of the Company's outstanding debt as of April 3, 2021 and March 28, 2020 were as follows:

April 3, 2021March 28, 2020
(in thousands)Fair ValueCarrying ValueFair ValueCarrying Value
4.75% Senior Notes$492,580 $493,985 $— $— 
5.50% Senior Notes482,669 478,807 359,140 495,409 
Term Loan Facility1,004,743 1,002,079 852,942 1,126,285 

As of April 3, 2021, and March 28, 2020, the net unamortized discount, premium and debt issuance costs on the Company's outstanding debt were $22.6 million and $25.1 million, respectively.

4.75% Senior Notes

On March 4, 2021, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes. The 4.75% Senior Notes mature on March 1, 2029 and bear interest at a rate of 4.75% per annum, payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2021. The Company received proceeds of $493.9 million from issuance of the 4.75% Senior Notes, net of issuance costs of $6.1 million, which are presented in the Consolidated Balance Sheets as a reduction to the outstanding amount payable and are being amortized to Interest Expense using the straight-line method, which approximates the effective interest method for this debt, over the term of the 4.75% Senior Notes. A portion of the proceeds was used to repay the outstanding principal of the 5.50% Senior Notes on May 17, 2021. Refer to Note 21, Subsequent Events.

The fair value of the 4.75% Senior Notes was determined based on inputs that were observable in the market, including the trading price of the 4.75% Senior Notes, when available (Level 2).

The Company may redeem all or part of the 4.75% Senior Notes, upon not less than a 15-day or more than a 60-day notice, however, the applicable redemption price will be determined as follows:

Redemption Period Requiring Payment of:
Redemption Up To 40% Using Cash Proceeds From An Equity Offering (3)
Make-Whole (1)
Premium (2)
DateSpecific Price
4.75% Senior NotesPrior to March 1, 2024On or after March 1, 2024Prior to March 1, 2024104.75%
(1) If the Company redeems the notes prior to the applicable date, the price is principal plus a make-whole premium, which means, the greater of (i) 1.0% of the principal or (ii) the excess of the present value of the redemption price at March 1, 2024 plus interest through March 1, 2024 over the principal amount.
(2) If the Company redeems the notes on or after the applicable date, the price is principal plus a premium which declines over time, as specified in the applicable indenture, together with accrued and unpaid interest.
(3) If the Company redeems the notes prior to the applicable date with net cash proceeds of one or more equity offerings, the price is equal to the amount specified above, together with accrued and unpaid interest, subject to a maximum redemption of 40% of the aggregate principal amount of the respective note being redeemed and at least 50% of the aggregate principal amount remains outstanding immediately after any such redemption (unless the notes are redeemed or repurchased substantially concurrently).
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In addition, upon the occurrence of certain change of control triggering events, the Company may be required to repurchase the 4.75% Senior Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The 4.75% Senior Notes contain restrictive covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to incur or guarantee additional indebtedness, make certain investments and other restricted payments, transfer and sell assets, create liens, enter into transactions with affiliates, and engage in mergers, consolidations, or sales of assets.

5.50% Senior Notes


In May 2015, Plantronicsthe Company issued $500.0 million aggregate principal amount of 5.50% senior notes (the “5.50% Senior Notes”).Notes. The 5.50% Senior Notes mature on May 31, 2023, and bear interest at a rate of 5.50% per annum, payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2015. The Company received net proceeds of $488.4 million from issuance of the 5.50% Senior Notes, net of issuance costs of $11.6 million, which are presented in the Consolidated Balance Sheets as a reduction to the outstanding amount payable and are being amortized to Interest Expense, using the straight-line method, which approximates the effective interest expensemethod for this debt, over the term of the 5.50% Senior Notes using the effective interest method.

Effective for the first quarter of fiscal year 2016, the Company early adopted the update to balance sheet classification of debt issuance costs (Accounting Standards Update 2015-03), which simplifies the presentation of debt issuance costs by requiring them to be classified as reductionNotes. A portion of the carrying value of the debt on the balance sheets. As such, the Company has presented the carrying value of the 5.50% Senior Notes net of such costs within the long-term liability section within the consolidated balance sheets as of March 31, 2016. Thereproceeds was no impact onused to repay all then-outstanding amounts under the Company's resultsrevolving line of operations as a result ofcredit agreement with Wells Fargo Bank and the adoption of this standard.remaining proceeds were used primarily for share repurchases.


The fair value of the 5.50% Senior Notes was determined based on inputs that were observable in the market, including the trading price of the 5.50% Senior Notes, when available (Level 2). The estimated fair value and carrying value of the 5.50% Senior Notes were as follows:
 March 31, 2015 March 31, 2016
(in thousands)Fair Value Carrying Value Fair Value Carrying Value
5.50% Senior Notes$
 $
 $493,440
 $489,609


The Company may redeem all or a part of the 5.50% Senior Notes, upon not less than 30a 30-day or more than a 60 day60-day notice; however, the applicable redemption price will be determined as follows:
Redemption Period Requiring Payment of:
Redemption Up To 35% Using Cash Proceeds From An Equity Offering(3):

Make-Whole(1)
Premium(2)
DateSpecified Price
5.50% Senior NotesPrior to May 15, 2018On or after May 15, 2018Prior to May 15, 2018105.50%
(1) If the Company redeems the notes prior to the applicable date, the price is principal plus a make-whole premium equal to the present value of the remaining scheduled interest payments as described in the applicable indenture, together with accrued and unpaid interest.
(2) If the Company redeems the notes on or after the applicable date, the price is principal plus a premium which declines over time as specified in the applicable indenture, together with accrued and unpaid interest.
(3) If the Company redeems the notes prior to the applicable date with net cash proceeds of one or more equity offerings, the price is equal to the amount specified above, together with accrued and unpaid interest, subject to a maximum redemption of 35% of the aggregate principal amount of the respective note being redeemed.


In addition, upon the occurrence of certain change of control triggering events, the Company may be required to repurchase the 5.50% Senior Notes, at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase. The 5.50% Senior Notes contain restrictive covenants that, among other things, limit Plantronics'the Company's ability to create certain liens and enter into sale and leasebacklease-back transactions; create, assume, incur, or guarantee additional indebtedness of Plantronics’its subsidiaries without such subsidiary guaranteeing the 5.50% Senior Notes on an unsecured unsubordinated basis; and consolidate or merge with, or convey, transfer or lease all or substantially all of the assets of Plantronicsthe Company and its subsidiaries to, another person.

During Fiscal Year 2021, the Company repurchased $19.3 million aggregate principal amount of 5.50% Senior Notes and recorded an immaterial gain on extinguishment, which is included in Interest Expense in the Consolidated Statements of Operations. The Company did not incur prepayment penalties.

Term Loan Facility

In connection with the Polycom Acquisition completed on July 2, 2018, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Credit Agreement”). The Credit Agreement replaced the Company’s prior revolving credit facility in its entirety. The Credit Agreement provides for (i) a revolving credit facility with an initial maximum aggregate amount of availability of $100 million that matures in July 2023 and (ii) a $1.275 billion term loan facility priced at LIBOR plus 2.50% due in quarterly principal installments commencing on the last business day of March, June, September and December beginning with the first full fiscal quarter ending after the closing
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date under the Credit Agreement for the aggregate principal amount funded on the closing date under the Credit Agreement multiplied by 0.25% (subject to prepayments outlined in the Credit Agreement) and all remaining outstanding principal due at maturity in July 2025. The Company borrowed the full amount available under the term loan facility of $1.245 billion, net of approximately $30 million of discounts and issuance costs which are being amortized to Interest Expense over the term of the Credit Agreement using the straight-line method, which approximates the effective interest method for this debt. The proceeds from the initial borrowing under the Credit Agreement were used to finance the Acquisition of Polycom, to refinance certain debt of Polycom and to pay related fees, commissions and transaction costs. The Company has additional borrowing capacity under the Credit Agreement through the revolving credit facility, which could be used to provide ongoing working capital and capital for other general corporate purposes of the Company and its subsidiaries. The Company’s obligations under the Credit Agreement are currently guaranteed by Polycom and will from time to time be guaranteed by, subject to certain exceptions, any domestic subsidiaries that may become material in the future. Subject to certain exceptions, the Credit Agreement is secured by first-priority perfected liens on, and security interests in, substantially all of the personal property of the Company and each subsidiary guarantor and will from time to time also be secured by certain material real property that the Company or any subsidiary guarantor may acquire. Borrowings under the Credit Agreement bear interest due on a quarterly basis at a variable rate equal to (i) LIBOR plus a specified margin, or (ii) the base rate (which is the highest of (a) the prime rate publicly announced from time to time by Wells Fargo Bank, National Association, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin. The Company must also pay (i) an unused commitment fee ranging from 0.200% to 0.300% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement, and (ii) a per annum fee equal to (a) for each performance standby letter of credit outstanding under the Credit Agreement with respect to non-financial contractual obligations, 50% of the applicable margin over LIBOR under the revolving credit facility in effect from time to time multiplied by the daily amount available to be drawn under such letter of credit, and (b) for each other letter of credit outstanding under the Credit Agreement, the applicable margin over LIBOR under the revolving credit facility in effect from time to time multiplied by the daily amount available to be drawn under such letter of credit.

On February 20, 2020, the Company entered into an Amendment No. 2 to Credit Agreement (the “Amendment”) by and among the Company, the financial institutions party thereto as lenders and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Agent”). The Amendment amended the Credit Agreement, as previously amended to (i) increase the maximum Secured Net Leverage Ratio (as defined in the Credit Agreement) permitted under the Credit Agreement to 3.75 to 1.00 through December 26, 2020 and 3.00 to 1.00 thereafter and (ii) decrease the minimum Interest Coverage Ratio (as defined in the Credit Agreement) required under the Credit Agreement to 2.25 to 1.00 through December 26, 2020 and 2.75 to 1.00 thereafter.

Additionally, the Amendment modified the calculation of the Secured Net Leverage Ratio and the Interest Coverage Ratio solely for purposes of compliance with Sections 7.11(a) and 7.11(b) of the Credit Agreement to (i) calculate the Secured Net Leverage Ratio net of the aggregate amount of unrestricted Cash and Cash Equivalents (as defined in the Credit Agreement) on the Consolidated Balance Sheet of the Company and its Restricted Subsidiaries (as defined in the Credit Agreement) as of the date of calculation up to an amount equal to $150,000,000 and (ii) solely for purposes of any fiscal quarter ending from December 29, 2019 through December 26, 2020, increase the cap on Expected Cost Savings (as defined in the Credit Agreement) in determining Consolidated EBITDA (as defined in the Credit Agreement) to the greater of (A) 20% of Consolidated EBITDA for such Measurement Period (as defined in the Credit Agreement) (calculated before giving effect to any such Expected Cost Savings to be added back pursuant to clause (a)(ix) of the definition of Consolidated EBITDA) and (B)(x) for the period from December 29, 2019 through March 28, 2020, $121,000,000, (y) for the period from March 29, 2020 through June 27, 2020, $107,000,000 and (z) for the period from June 28, 2020 through December 26, 2020, $88,000,000.
The financial covenants under the Credit Agreement described above are for the benefit of the revolving credit lenders only and do not apply to any other debt of the Company. The Credit Agreement also contains various other restrictions and covenants, some of which have become more stringent over time, including restrictions on our, and certain of our subsidiaries, ability to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions, make investments and pay dividends and other distributions. The Company has the unilateral ability to terminate the revolving line of credit such that the financial covenants described above are no longer applicable. The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable; provided, however, that the occurrence of an event of default as a result of a breach of a financial covenant under the Credit Agreement does not constitute a default or event of default with respect to any term facility under the Credit Agreement unless and until the required revolving lenders shall have terminated their revolving commitments and declared all amounts outstanding under the revolving credit facility to be due and payable. In addition, if the Company, any subsidiary guarantor or, with certain exceptions, any other subsidiary becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Credit Agreement will automatically become immediately due and payable. Loans
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outstanding under the Credit Agreement will bear interest at a rate of 2.00% per annum in excess of the otherwise applicable rate (i) while a payment or bankruptcy event of default exists or (ii) upon the lenders’ request, during the continuance of any other event of default. As of March 31, 2016,April 3, 2021, the Company was in compliance with all financial covenants.

Revolving Credit Agreement

On May 9, 2011, the Company entered into a credit agreement with Wells Fargo Bank, National Association ("the Bank"), which was most recently amended on May 2, 2016 (as amended, the "Amended Credit Agreement") to extend the term of the Credit Agreement by one year to May 9, 2019, and to waive a default under the Credit Agreement in effect as of March 31, 2016 in which the Company's debt to EBITDA ratio minimally exceeded the previously agreed upon ratio of 3:1. The breach of the covenant was primarily a result of the restructuring expenses recorded in the third and fourth quarters of fiscal year 2016.


Revolving loans under the Amended Credit Agreement will bear interest, at the Company’s election, at (i) the Bank’s announced prime rate less 1.20% per annum or (ii) a daily one-month LIBOR rate plus 1.40% per annum. Interest is payable quarterly in arrears on the first day of each April, July, October, and January, commencing July 1, 2015. Principal, together with all accrued and unpaid interest, on the revolving loans is due and payable on May 9, 2019. The Company is also obligated to pay a commitment fee of 0.37% per annum on the average daily unused amount of the revolving line of credit, which fee shall be payable quarterly in arrears on the first day of each April, July, October, and January, commencing July 1, 2015.


The Company may prepay the loans and terminate the commitments under the Amended Credit Agreement at any time without premium or penalty,penalty. Additionally, the Company is subject to mandatory debt repayments five business days after the reimbursementfiling of certain costs. As of March 31, 2016its Consolidated Financial Statements for any annual period in which the Company had no outstanding borrowings under the line of credit.

The Amended Credit Agreement contains customary affirmative and negative covenants, including, among other things, covenants limiting the ability of the Company to incur debt, make capital expenditures, grant liens, merge or consolidate, and make investments. The Amended Credit Agreement also requires the Company to comply with certain financial covenants, including (i) a maximum ratio of funded debt to EBITDA and (ii) a minimum EBITDA coverage ratio, in each case, tested as of each fiscal quarter and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestrictedgenerates excess cash cash equivalents and marketable securities plus availability under the Amended Credit Agreement at the end of each fiscal quarter of at least $300.0 million. The Amended Credit Agreement contains customary events of default that include, among other things, payment defaults, covenant defaults, cross-defaults with certain other indebtedness, bankruptcy and insolvency defaults, and judgment defaults. The occurrence of an event of default could result(as defined in the acceleration of the obligations under the Amended Credit Agreement. As of March 31, 2016, the Company was in breach of the debt to EBITDA ratio covenant but in complianceAgreement). In accordance with all other ratios and covenants by a substantial margin.

On May 2, 2016, the Company received a waiver from the lender for noncompliance with the minimum EBITDA covenant at March 31, 2016. Pursuant to the terms of the waiver and amendment to the Credit Agreement, the $16.2Company did not generate Excess Cash during Fiscal Years 2021 or 2020 and therefore is not required to make any debt repayments. During Fiscal Year 2021, the Company prepaid $130.0 million aggregate principal amount of restructuring chargesthe Term Loan Facility and did not incur any prepayment penalties. The Company recorded an immaterial loss on extinguishment on the prepayment, which is included in Interest Expense in the Consolidated Statements of Operations. As of April 3, 2021, the Company had 5 letters of credit outstanding under the revolving credit facility for a total of $1.4 million. The fair value of the term loan facility was determined based on inputs that were observable in the market (Level 2).

11. RESTRUCTURING AND OTHER RELATED CHARGES

Summary of Restructuring Plans

Fiscal Year 2021 Restructuring Plans

During Fiscal Year 2021, the Company committed to additional actions to reduce expenses and align its overall cost structure to better align with projected revenue levels as well as reorganize its executive management to align to its new Chief Executive Officer's management structure. The costs incurred to date under this plan include severance benefits related to headcount reductions in the Company's fiscal year 2016 will be excluded fromglobal workforce and facility related charges due to the lender’s rolling four-quarter EBITDA calculation.  This exclusionclosure or consolidation of restructuring charges does not automatically extendleased offices.

Fiscal Year 2020 Restructuring Plans

During Fiscal Year 2020, the Company committed to any such future charges, should they be incurred.

This breach is not consideredadditional actions to be a cross-default onrationalize post-Acquisition operations and costs to align the Company's 5.50% Senior Notes and as such has no impact on the amount or timing of amounts payablecost structure to current revenue expectations. The costs incurred to date under these plans include severance benefits related to headcount reductions in the Company's global workforce, facility related charges due to consolidation of the Company's leased offices, asset impairments associated with consumer product portfolio optimization efforts, and other costs associated with legal entity rationalization.

Fiscal Year 2019 Restructuring Plans

During the Fiscal Year 2019, the Company initiated post-Acquisition restructuring plans to realign the Company's cost structure, including streamlining the global workforce, consolidation of certain distribution centers in North America, and reduction of redundant legal entities, in order to take advantage of operational efficiencies following the Acquisition. The costs incurred to date under these debt instruments.plans have primarily comprised of severance benefits from reduction in force actions, facilities related actions initiated by management, and legal entity rationalization.


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10.STOCK PLANS AND STOCK-BASED COMPENSATION

The following table summarizes the Restructuring and Other Related Charges recognized in the Company's Consolidated Statements of Operations:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Severance$26,467 $29,777 $25,033 
Facility3,274 3,247 2,241 
Other (1)
3,803 10,207 5,420 
Total cash charges33,544 43,231 32,694 
Non-cash charges (2)
15,160 10,946 
Total restructuring and other related charges$48,704$54,177$32,694
(1) Other costs primarily represent associated legal and advisory services.
(2) Non-cash charges primarily represent asset impairments due to closure or consolidation of facilities.


The following table summarizes the Company's restructuring liabilities during Fiscal Year 2021:
As of March 28, 2020ChargesPaymentsAs of April 3, 2021
FY 2021 Plans
Severance$$27,130 $(21,091)$6,039 
Facility313 600 913 
Other3,803 (3,617)186 
Total FY 2021 Plans31,246 (24,108)7,138 
FY 2020 Plans
Severance$7,475 $(1,164)$(5,264)$1,047 
Facility2,501 2,961 (2,181)3,281 
Other1,621 (1,621)
Total FY 2020 Plans11,597 1,797 (9,066)4,328 
FY 2019 Plans
Severance147 501 (473)175 
Facility
Other117 (117)
Total FY 2019 Plans264 501 (590)175 
 Severance7,622 26,467 (26,828)7,261 
 Facility2,501 3,274 (1,581)4,194 
 Other1,738 3,803 (5,355)186 
Total$11,861 $33,544 $(33,764)$11,641 

12.    STOCK PLANS AND STOCK-BASED COMPENSATION

2003 Stock Plan
 
On May 5, 2003, the Board of Directors ("Board") adopted the Plantronics, Inc. 2003 Stock Plan ("2003 Stock Plan") which was approved by the stockholders inon June 27, 2003. The 2003 Stock Plan, which will continue in effect until terminated by the Board, allows for the issuance of the Company's common stock through the granting of non-qualified stock options, restricted stock, and restricted stock units.units, and performance shares with performance-based conditions on vesting.  As of March 31, 2016,April 3, 2021, there have been 1,490,00019,400,000 shares of common stock (which number is subject to adjustment in the event of stock splits, reverse stock splits, recapitalization or certain corporate reorganizations) cumulatively reserved since inception of the 2003 Stock Plan for issuance to employees, non-employee directors, and consultants of Plantronics.the Company. The Company settles stock option exercises, grants of restricted stock, and releases of vested restricted stock units with newly issued common shares.
 
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The exercise price of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant. The term of an option may not exceed 7seven years from the date it is granted. Stock options granted to employees vest over a three-yearthree year period and stock options granted to non-employee directors vest over a four-yearfour year period.


AwardsRestricted stock ("RSAs") and restricted stock units ("RSUs") are granted to directors, executives, and employees. The estimated fair value of the restricted stock and restricted stock units with a per share or per unit purchase price less thangrants is determined based on the fair market value of our common stock on the grant date that were granted from July 26, 2006 through August 4, 2011 are counted against the total number of shares issuable under the Plan as 2.5 shares for every 1 share subject thereto. No participant shall receive restricted stock in any fiscal year having an aggregate initial value greater than $2.0 million, and no participant shall receive restricted stock units in any fiscal year having an aggregate initial value greater than $2.0 million.grant. Restricted stock and restricted stock units granted to employees generally vest over a three year period and to non-employee directors over a one year period.

Performance-based restricted stock units ("PSUs") are granted to vice presidents and executives of the Company and contain a market condition based on Total Shareholder Return ("TSR"). The Leadership Development and Compensation ("LD&C") Committee of the Board sets a target and maximum value that each executive could earn based on an annual comparison of the total stockholder return on the Company's common stock against the iShares S&P North American Tech-Multimedia Networking Index ("Index"), an index the Committee determined appropriate to compare to the total stockholder return on its stock. Performance shares will be delivered in common stock over the vesting period of three years based on the Company’s actual performance compared to the target performance criteria. Awards granted prior to May 6, 2019 may equal from zero percent (0%) to 150% of the target award, and awards granted subsequent to May 2013 vest6, 2019 may equal from zero percent (0%) to 200% of the target award. The fair value of PSUs is estimated on the grant date of award using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the Index companies over a three-year period, and restricted stock and restricted stock units granted from May 2011 toeach performance period.

At April 2013 vest over a four-year period. Restricted stock granted to non-employee directors subsequent to August 2014 vests over a one-year period, and restricted stock granted from August 2001 to August 2013 vests over a four-year period.

At March 31, 2016,3, 2021, options to purchase1,461,153 54,000 shares of common stock and 1,153,7882,643,462 shares of unvested restricted stock and restricted stock units were outstanding. There were 2,823,4782,768,574 shares available for future grant under the 2003 Stock Plan.

2020 Inducement Equity Incentive Plan

On September 14, 2020, the Board adopted the 2020 Inducement Equity Incentive Plan (the "Inducement Plan"), The 2020 Inducement Plan, which will continue in effect until terminated by the Board, allows for the issuance of the Company's common stock through the granting of non-statutory stock options, restricted stock, restricted stock units, and performance shares with performance-based conditions on vesting. As of April 3, 2021, there have been 1,000,000 shares of common stock cumulatively reserved since inception of the Inducement Plan for issuance to employees, non-employee directors, and consultants of the Company. The Company settles stock option exercises, grants of restricted stock, and release of vested restricted stock units with newly issued common stock.

The exercise price of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant. The term of an option may not exceed seven years from the date it is granted. Stock options granted to employees vest over a three year period and stock options granted to non-employee directors vest over a four year period.

RSAs and RSUs are granted to directors, executives, and employees. The estimated fair value of the restricted stock and restricted stock unit grants is determined based on the fair market value of our common stock on the date of grant. Restricted stock and restricted stock units granted to employees generally vest over a three year period and to non-employee directors over a one year period.

PSUs are granted to vice presidents and executives of the Company and contain a market condition based on TSR. The LD&C Committee of the Board sets a target and maximum value that each executive could earn based on an annual comparison of the total stockholder return on the Company's common stock against the Index, an index the Committee determined appropriate to compare to the total stockholder return on its stock. Performance shares will be delivered in common stock over the vesting period of three years based on the Company’s actual performance compared to the target performance criteria. Awards granted subsequent to May 6, 2019 may equal from zero percent (0%) to 200% of the target award. The fair value of PSUs is estimated on the grant date of award using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the Index companies over each performance period.

At April 3, 2021, there were no options granted to purchase shares of common stock and 399,000 shares of unvested restricted stock and restricted stock units outstanding. There were 601,000 shares available for future grant under the 2003 StockInducement Plan.

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Table of Contents
2002 ESPP
 
On June 10, 2002, the Board adopted the 2002 Employee Stock Purchase Plan ("ESPP"),ESPP, which was approved by the stockholders on July 17, 2002, to provide eligible employees with an opportunity to purchase the Company's common stock through payroll deductions. The ESPP qualifies as an employee stock purchase plan under Section 423 of the Internal Revenue Code. Under the ESPP, which is effective until terminated by the Board, the purchase price of the Company's common stock is equal to 85% of the lesser of the closing price of the common stock on (i) the first day of the offering period or (ii) the last day of the offering period. Each offering period is six months long.  There were 168,948822,748, 156,333,736,184, and 151,607138,133, shares issued under the ESPP in fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 2014,2019, respectively.  At March 31, 2016,April 3, 2021, there were 282,326177,257 shares reserved for future issuance under the ESPP. The total cash received from employees as a result of stock issuances under the ESPP during fiscal year 2016Fiscal Year 2021 was $5.911.9 million, net of taxes.


Stock-based Compensation Expense


The following table summarizes the amount of stock-based compensation expense included in the consolidated statementsConsolidated Statements of operations for the periods presented:Operations:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Cost of revenues$2,939 $3,992 $4,176 
Research, development and engineering13,785 16,785 11,699 
Selling, general, and administrative25,926 36,318 26,059 
Operating expenses39,711 53,103 37,758 
Total stock-based compensation expense42,650 57,095 41,934 
Income tax benefit(10,321)(7,369)(9,891)
Total stock-based compensation expense, net of tax$32,329 $49,726 $32,043 
  Fiscal Year Ended March 31,
(in thousands) 2014 2015 2016
Cost of revenues $2,554
 $2,583
 $3,306
       
Research, development and engineering 6,404
 8,053
 9,908
Selling, general and administrative 14,222
 17,958
 20,051
Stock-based compensation expense included in operating expenses 20,626
 26,011
 29,959
Total stock-based compensation 23,180
 28,594
 33,265
Income tax benefit (6,790) (8,451) (10,950)
Total stock-based compensation expense, net of tax $16,390
 $20,143
 $22,315


Stock Plan Activity


Stock Options


The following is a summary of the Company’s stock option activity during fiscal year 2016:Fiscal Year 2021:
 Options Outstanding
 Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate Intrinsic Value
 (in thousands) (in years)(in thousands)
Outstanding at March 28, 2020352 $47.39   
Options granted$  
Options exercised(10)$42.66  
Options forfeited or expired(288)$47.25   
Outstanding at April 3, 202154 $48.98 1.6$
Vested and exercisable at April 3, 202154 $48.98 1.6$
 Options Outstanding
 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value
 (in thousands)   (in years) (in thousands)
Outstanding at March 31, 20151,558
 $36.59
    
Options granted287
 $53.55
    
Options exercised(329) $28.80
    
Options forfeited or expired(55) $48.00
    
Outstanding at March 31, 20161,461
 $41.24
 3.8 $4,342
Vested or expected to vest at March 31, 20161,431
 $41.02
 3.8 $4,342
Exercisable at March 31, 20161,038
 $37.15
 3.0 $4,334


The total intrinsic valuesvalue of options exercised during fiscal years 2016, 2015,Fiscal Years 2021 and 2014 were $6.9 million, $14.0 million, and $16.3 million, respectively.2020 was immaterial. The total intrinsic value of options exercised during Fiscal Year 2019 was $5.8 million. Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise. The total cash received from employees as a result of employee stock option exercises during fiscal year 2016Fiscal Year 2021 was $9.5$0.4 million, net of taxes. TheThere was an immaterial amount of total net tax benefit attributable to stock options exercised during the year ended March 31, 2016 was $2.1 million.Fiscal Year 2021.
As of March 31, 2016, the totalApril 3, 2021, all stock options outstanding were fully vested resulting in no unrecognized compensation cost related to unvested stock options was $3.6 million and is expected to be recognized over a weighted average periodcost.

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Table of 1.9 years.Contents


Restricted Stock


Restricted stock consists of awards ofRSAs and RSUs. The following table summarizes the changes in unvested restricted stock and restricted stock units ("RSUs"). The following is a summary of the Company’s restricted stock activity during fiscal year 2016:for Fiscal Year 2021:
 Number of SharesWeighted Average Grant Date Fair Value
 (in thousands) 
Unvested at March 28, 20201,911 $43.71 
Granted1,440 $15.42 
Vested(888)$44.47 
Forfeited(404)$37.08 
Non-vested at April 3, 20212,059 $24.91 
 Number of Shares Weighted Average Grant Date Fair Value
 (in thousands)  
Non-vested at March 31, 20151,290
 $42.67
Restricted stock granted668
 $54.66
Restricted stock vested(579) $41.86
Restricted stock forfeited(192) $48.05
Non-vested at March 31, 20161,187
 $48.95


The weighted average grant-date fair value of restricted stock is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair values of restricted stock granted during fiscal years 2016Fiscal Years 2021, 2020, and 2019 were $15.42, 2015$33.77, and 2014 were $54.66, $45.26, and $46.02,$68.00, respectively. The total grant-date fair values of restricted stock that vested during fiscal years 2016Fiscal Years 2021, 2020, and 2019 were $39.5 million, 2015,$38.2 million, and 2014 were $24.2$27.8 million, $17.6 million, and $12.8 million, respectively.


As of March 31, 2016,April 3, 2021, the total unrecognized compensation cost related to non-vested restricted stock awards was $31.4$26.2 million and is expected to be recognized over a weighted average period of 1.51.7 years.


Performance-based Restricted Stock

The following table summarizes the changes in unvested PSUs for Fiscal Year 2021:
 Number of SharesWeighted Average Grant Date Fair Value
 (in thousands)
Unvested at March 28, 2020421 $61.09 
Granted988 $22.83 
Vested(72)$79.88 
Forfeited(354)$42.69 
Non-vested at April 3, 2021983 $27.88 

The weighted average grant-date fair values of PSUs granted during Fiscal Years 2021, 2020, and 2019 were $22.83, $57.16, and $75.43, respectively. The total grant-date fair values of PSUs that vested during Fiscal Year 2021 was $5.7 million. The total grant-date fair value of PSUs that vested during Fiscal Years 2020 and 2019 were immaterial.
As of April 3, 2021, the total unrecognized compensation cost related to non-vested PSU awards was $13.8 million and is expected to be recognized over a weighted average period of 1.1 years.

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Valuation Assumptions
 
The Company estimates the fair value of stock options and ESPP shares using a Black-Scholes option valuation model.  At the date of grant, the Company estimatedestimates the fair value of each stock option grant and purchase rightrights granted under the ESPP using the following weighted average assumptions:
 Fiscal Year Ended
April 3, 2021March 28, 2020March 30, 2019
Expected volatility94.8 %67.0 %40.8 %
Risk-free interest rate0.1 %1.7 %2.4 %
Expected dividends%3.1 %1.1 %
Expected life (in years)0.50.50.5
Weighted-average grant date fair value$12.60 $6.64 $14.44 
  Employee Stock Options ESPP
Fiscal Year Ended March 31, 2014 2015 2016 2014 2015 2016
Expected volatility 32.2% 28.4% 27.0% 26.5% 25.5% 33.5%
Risk-free interest rate 0.9% 1.4% 1.4% 0.1% 0.1% 0.3%
Expected dividends 0.9% 1.3% 1.1% 0.9% 1.2% 1.4%
Expected life (in years) 4.2
 4.2
 4.2
 0.5
 0.5
 0.5
Weighted-average grant date fair value $11.15
 $10.33
 $11.39
 $9.62
 $10.57
 $10.33


The expected stock price volatility for the years ended March 31, 2016, 2015, and 2014 was determined based on an equally weighted average of historical and implied volatility.  Implied volatility is based on the volatility of the Company’s publicly traded options on its common stock with terms of six months or less.  The Company determined that a blend of implied volatility and historical volatility is more reflective of market conditions and a better indicator of expected volatility than using exclusively historical volatility.  The expected life was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.  The dividend yield assumption is based on ourthe Company's current dividend and the fair market pricevalue of ourits common stock at the date of grant.


11. RESTRUCTURING AND OTHER RELATED CHARGES

The Company initiated a restructuring plan during the third quarter of fiscal year 2016. Under the plan, the Company reduced costs by eliminating approximately 125 positions in the U.S., Mexico, China, and Europe, substantially all of which took place in the fourth quarter of the Company's fiscal year 2016. These actions were designed to better align expenses to the Company’s revenue and gross margin profile and position the Company for improved operating performance.



The Company recorded pre-tax charges of approximately $16.2 million, consisting severance and related benefits. These charges were offset by a reduction in fiscal year 2016 stock-based compensation expense of $1.5 million attributable to stock award forfeitures resulting from the restructuring action. The restructuring plan was substantially complete by the end of the fourth quarter of fiscal year 2016.

The following table summarizes the Company's restructuring activities for the fiscal year 2016:
(in thousands) Severance and related benefits
Balance at March 31, 2015 $
Additions 14,275
Payments (10,385)
Adjustments 1,893
Balance at March 31, 2016 $5,783

The activity in the table above excludes the impact of the stock award forfeitures which were recognized in the functional line items within the Company's condensed consolidated statement of operations in which they were originally recorded.

12.13. COMMON STOCK REPURCHASES


From time to time, the Company's Board authorizeshas authorized programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Repurchased shares are held as treasury stock until such time they are retired or re-issued. DuringOn November 28, 2018, the years ended March 31, 2016, 2015, and 2014, the Company repurchased 9,077,223, 2,221,448, and 1,949,407Board approved a 1.0 million shares ofrepurchase program expanding its common stock, respectively, for a total cost of $497.4capacity to repurchase shares to approximately 1.7 million $112.9 million, and $85.7 million, respectively, and at an average price per share of $54.80, $50.84, and $43.94, respectively.
The Company financed the repurchases using a combination of funds generated from operations and borrowings under its revolving line of credit. All repurchases in fiscal years 2016, 2015, and 2014 were made in the open market.shares. As of March 31, 2016,April 3, 2021, there remained 634,0111,369,014 shares authorized for repurchase under the repurchase program approved by the Board on January 29, 2016.Board.


TheRepurchases by the Company withheld shares valued at $11.1 million duringpursuant to Board-authorized program are shown in the year ended March 31, 2016, compared to $7.6 million in fiscal year 2015, and $6.2 million in fiscal year 2014, in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. following table:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020
Value of shares withheld in satisfaction of employee tax obligations$5,930 $9,891 

The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's consolidated statementsConsolidated Statements of cash flows.Cash Flows. These share withholdings have the same effect ofas share repurchases by the Company becauseas they reduce the number of shares outstanding as a resultthat would have otherwise been issued in connection with the vesting of shares subject to the vesting.restricted stock grants.


There were no0 retirements of treasury stock during fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 2014.2019.


13.14. ACCUMULATED OTHER COMPREHENSIVE INCOMELOSS


The components of accumulated other comprehensive income,Accumulated Other Comprehensive Loss, net of associated tax, impacts, were as follows:
(in thousands)April 3, 2021March 28, 2020
Accumulated unrealized loss on cash flow hedges (1)
$(7,836)$(18,197)
Accumulated foreign currency translation adjustments4,615 4,615 
Accumulated other comprehensive loss$(3,221)$(13,582)
  March 31,
(in thousands) 2015 2016
Accumulated unrealized gain (loss) on cash flow hedges (1)
 $5,593
 $(1,087)
Accumulated foreign currency translation adjustments 4,363
 4,739
Accumulated unrealized gain on investments 164
 107
Accumulated other comprehensive income  $10,120
 $3,759
(1) Refer to Note 15, Foreign Currency16, Derivatives, which discloses the nature of the Company's derivative assets and liabilities as of March 31, 2016April 3, 2021 and March 31, 2015.28, 2020.


99



14.15.    EMPLOYEE BENEFIT PLANS


The Company has a defined contribution benefit plan under Section 401(k) of the Internal Revenue Code, which covers substantially all U.S. employees. Eligible employees may contribute both pre-tax and Roth after-tax amounts to the plan through payroll withholdings, subject to certain annual limitations. Under the plan, the Company currently matches 50%100% of the first 6%3% of employees' eligible compensation and provides a non-elective Company contribution equalcontributed to 3%the plan, then 50% of base salary.the next 3% of the employees' eligible compensation, contributed to the plan. All matching contributions are currently 100% vested immediately. The Company reserves the right to modify its policiesplan at any time, including increasing, decreasing, or eliminating contribution matching and vesting requirements. Total Company contributions in fiscal years 2016Fiscal Years 2021, 2020, and 2019 were $10.0 million, 2015,$10.4 million, and 2014 were $4.7$7.1 million,, $4.5 million, and $4.2 million, respectively.


15.FOREIGN CURRENCY DERIVATIVES

16.    DERIVATIVES

Foreign Currency Derivatives

The Company's foreign currency derivatives consist primarily of foreign currency forward exchange contracts and option contracts, and cross-currency swaps.contracts.  The Company does not purchase derivative financial instruments for speculative trading purposes.  The derivatives expose the Company to credit risk to the extent the counterparties may be unable to meet the terms of the derivative instrument.  The Company's maximum exposure to loss due toas a result of credit risk that it would incur if parties to derivative contracts failed completely to perform according to the terms of the Company's agreements was equal to the net assetcarrying value of the Company's derivativesderivative assets as of March 31, 2016.April 3, 2021.  The Company seeks to mitigate such risk by limiting its counterparties to several large financial institutions.  In addition, the Company monitors the potential risk of loss with any singleone counterparty resulting from this type of credit risk on an ongoing basis.


The Company enters into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions.transactions, when possible. A master netting arrangement may allow each counterparty to net settle amounts owed between Plantronicsthe Company and the counterparty as a result of multiple, separate derivative transactions. As of March 31, 2016,April 3, 2021, the Company hashad International Swaps and Derivatives Association (ISDA) agreements with four4 applicable banks and financial institutions which containcontained netting provisions. PlantronicsThe Company has elected to present the fair value of derivative assets and liabilities within the Company's consolidated balance sheetConsolidated Balance Sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. However, the following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties.

For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period. Derivatives not subject to master netting agreements are not eligible for net presentation. As of April 3, 2021 and March 31, 2016 and March 31, 2015,28, 2020, no cash collateral had been received or pledged related to these derivative instruments.


Offsetting of Financial Assets/Liabilities under Master Netting Agreements with Derivative Counterparties


As of April 3, 2021:
Gross Amount of Derivative Assets Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative LiabilitiesCash Collateral ReceivedNet Amount of Derivative Assets
Derivatives subject to master netting agreements$5,106 $(5,106)$$
Derivatives not subject to master netting agreements
Total$5,106 $
100


Gross Amount of Derivative Liabilities Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative AssetsCash Collateral ReceivedNet Amount of Derivative Liabilities
Derivatives subject to master netting agreements$(11,700)$5,106 $$(6,594)
Derivatives not subject to master netting agreements
Total$(11,700)$(6,594)


As of March 31, 2016:28, 2020:
Gross Amount of Derivative Assets Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative LiabilitiesCash Collateral ReceivedNet Amount of Derivative Assets
Derivatives subject to master netting agreements$3,550 $(3,550)$$
Derivatives not subject to master netting agreements
Total$3,550 $
 Gross Amount of Derivative Assets Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements 
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative LiabilitiesCash Collateral ReceivedNet Amount of Derivative Assets
Derivatives subject to master netting agreements$1,986
$(1,986)$
$
Derivatives not subject to master netting agreements
  
Total$1,986
  $


Gross Amount of Derivative Liabilities Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative AssetsCash Collateral ReceivedNet Amount of Derivative Liabilities
Derivatives subject to master netting agreements$(22,890)$3,550 $$(19,340)
Derivatives not subject to master netting agreements
Total$(22,890)$(19,340)
 Gross Amount of Derivative Liabilities Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements 
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative AssetsCash Collateral ReceivedNet Amount of Derivative Liabilities
Derivatives subject to master netting agreements$(4,419)$1,986
$
$(2,433)
Derivatives not subject to master netting agreements
  
Total$(4,419)  $(2,433)


As of March 31, 2015:
 Gross Amount of Derivative Assets Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements 
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative LiabilitiesCash Collateral ReceivedNet Amount of Derivative Assets
Derivatives subject to master netting agreements$13,263
$(637)$
$12,626
Derivatives not subject to master netting agreements
  
Total$13,263
  $12,626

 Gross Amount of Derivative Liabilities Presented in the Consolidated Balance SheetsGross Amounts Not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements 
(in thousands)Gross Amount of Eligible Offsetting Recognized Derivative AssetsCash Collateral ReceivedNet Amount of Derivative Liabilities
Derivatives subject to master netting agreements$(3,914)$637
$
$(3,277)
Derivatives not subject to master netting agreements
  
Total$(3,914)  $(3,277)


The Company's derivative instruments are measured using Level 2 fair value inputs.


101

Non-Designated Hedges

As of March 31, 2016,April 3, 2021, the Company had foreign currency forward contracts denominated in Euros ("EUR"), British Pound Sterling ("GBP"), Australian Dollars ("AUD"),EUR and Canadian Dollars ("CAD").GBP.  The Company does not elect to obtain hedge accounting for these forward contracts. These forward contracts hedge against a portion of the Company’s foreign currency-denominated cashCash balances, receivables,Accounts Receivable, and payables.Accounts Payable. The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. Dollar ("USD")USD equivalent at March 31, 2016:April 3, 2021:
(in thousands)Local CurrencyUSD EquivalentPositionMaturity
EUR56,000 $65,875 Sell EUR1 month
GBP£9,900 $13,680 Sell GBP1 month
 Local Currency USD Equivalent Position Maturity
 (in thousands) (in thousands)    
EUR29,000
 $33,059
 Sell EUR 1 month
GBP£4,030
 $5,730
 Sell GBP 1 month
AUDA$12,400
 $9,505
 Sell AUD 1 month
CADC$2,600
 $1,996
 Sell CAD 1 month


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


The effect of non-designated derivative contracts on results of operations recognized in other non-operating income and (expense),Other Non-Operating Income, net in the consolidated statementsConsolidated Statements of operationsOperations was as follows:
 Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
(Loss)/Gain on foreign exchange contracts$(3,248)$2,665 $7,340 
  Fiscal Year Ended March 31,
(in thousands) 2014 2015 2016
Gain on foreign exchange contracts $1,631
 $9,649
 $494



Cash Flow Hedges
 
Costless Collars


The Company hedges a portion of the forecasted EUR and GBP denominated revenues with costless collars. On a monthly basis, the Company enters into option contracts with a six to eleven12 month term.  Collar contracts are scheduled to mature at the beginning of each fiscal quarter, at which time the instruments convert to forward contracts. The Company also enters into cash flow forwards with a three monththree-month term. Once the hedged revenues are recognized, the forward contracts become non-designated hedges to protect the resulting foreign monetary asset position for the Company.


The Company does not purchase options for trading purposes.  Asnotional value of March 31, 2016, the Company had foreign currency putCompany's outstanding EUR and callGBP option contracts of approximately €59.4 million and £18.4 million.  As of March 31, 2015, the Company had foreign currency put and call option contracts of approximately €67.9 million and £28.6 million. As of March 31, 2016  the Company had foreign currency forward contracts at the end of approximately €23.9 million and £9.1 million. As of March 31, 2015, the company had no such instruments. each period was as follows:
April 3, 2021March 28, 2020
(in millions)EURGBPEURGBP
Option contracts€91.4£18.1€67.0£18.4
Forward contracts€76.0£15.6€50.2£18.5

The Company will reclassify all related amounts accumulated in other comprehensive incomeAccumulated Other Comprehensive Loss into earnings within the next twelve months.


Cross-currency Swaps


The Company hedges a portion of the forecasted Mexican Peso (“MXN”)MXN denominated expenditures with a cross-currency swap. A loss of $1.1 million, net of tax, in AOCI as of March 31, 2016 is expected to be reclassified to net revenues during the next 12 months due to the recognition of the hedged forecasted expenditures. As of March 31, 2016 and 2015, the Company had foreign currency swap contracts of approximately MXN 481.0 million and MXN 431.9 million, respectively.


The following table summarizes the notional value of the Company's outstanding MXN currency swaps and approximate USD Equivalentequivalent at April 3, 2021. There were no MXN currency swaps outstanding at March 31, 2016:28, 2020.

(in thousands)Local CurrencyUSD EquivalentPositionMaturity
MXNMXN564,308 $27,246 Buy MXNMonthly over twelve months

The Company will reclassify all related amounts in Accumulated Other Comprehensive Loss into earnings within the next twelve months.

102

  Local Currency USD Equivalent Position Maturity
  (in thousands) (in thousands)     
MX$ 480,960
 $28,226
 Buy MXN Monthly over20 months
Interest Rate Swap


On July 30, 2018, the Company entered into a four year amortizing interest rate swap agreement with Bank of America, N.A. The swap has an initial notional amount of $831 million and matures on July 31, 2022. The swap involves the receipt of floating-rate interest payments for fixed interest rate payments at a rate of 2.78% over the life of the agreement. The Company has designated this interest rate swap as a cash flow hedge. The purpose of this swap is to hedge against changes in cash flows (interest payments) attributable to fluctuations in the Company's variable rate debt. The derivative is valued based on prevailing LIBOR rate curves on the date of measurement. The Company also evaluates counterparty credit risk when it calculates the fair value of the swap. Changes in the fair value of the interest rate swap are recorded to Other Comprehensive Loss on and reclassified to Interest Expense over the life of the underlying debt as interest is accrued. During Fiscal Year 2021, the Company recorded a loss of $13.6 million on its interest rate swap derivative designated as a cash flow hedge.

The Company will reclassify $8.0 million in Accumulated Other Comprehensive Loss into earnings within the next twelve months.

Effect of Designated Derivative Contracts on AOCIAccumulated Other Comprehensive Loss and the Consolidated Statements of Operations


The following table presents the pre-tax effects of derivative instruments designated as cash flow hedges on AOCIAccumulated Other Comprehensive Loss and the consolidated statementsConsolidated Statements of operationsOperations for fiscal years ended March 31, 2016, 2015,Fiscal Years 2021, 2020 and 2014:2019:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Loss included in accumulated other comprehensive loss, as of beginning of period$(20,156)$(7,480)$(1,693)
Loss recognized in other comprehensive loss(6,807)(13,172)(4,176)
Loss/(gain) reclassified from accumulated other comprehensive loss to the Consolidated Statements of Operations
Amount of loss/(gain) reclassified from accumulated other comprehensive loss into net revenues3,479 (4,270)(4,034)
Amount of loss/(gain) reclassified from accumulated other comprehensive loss into cost of revenues(166)(238)(177)
Amount of loss reclassified from accumulated other comprehensive loss into interest expense13,588 5,004 2,600 
Total amount of loss/(gain) reclassified from accumulated other comprehensive loss to the Consolidated Statements of Operations16,901 496 (1,611)
Loss included in accumulated other comprehensive loss, as of end of period$(10,062)$(20,156)$(7,480)





103
(in thousands) 2014 2015 2016
Gain (loss) included in AOCI as of beginning of period $1,371
 $(1,442) $5,705
       
Amount of gain (loss) recognized in OCI (effective portion) (3,750) 10,348
 (3,786)
       
Amount of gain (loss) reclassified from OCI into net revenues (effective portion) (965) 3,650
 7,826
Amount of gain (loss) reclassified from OCI into cost of revenues (effective portion) 28
 (449) (4,801)
Total amount of gain (loss) reclassified from AOCI to income (loss) (effective portion) (937) 3,201
 3,025
       
Gain (loss) included in AOCI as of end of period $(1,442) $5,705
 $(1,106)


17.    INCOME TAXES
The Company recognized an immaterial gain in the consolidated statement of operations on the ineffective portion of the cash flow hedges reported in other non-operating income and (expense), net during the year ended March 31, 2016 compared to immaterial losses in fiscal years 2015 and 2014.



16.INCOME TAXES


Income tax expenseTax Benefit for fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 20142019 consisted of the following:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Current:   
Federal$(1,895)$15,794 $(1,199)
State1,780 2,310 2,550 
Foreign13,740 9,526 (1,550)
Total current income tax expense (benefit)13,625 27,630 (199)
Deferred:  
Federal(12,899)(37,577)
State(768)(4,160)
Foreign(21,174)(83,364)(8,195)
Total deferred income tax benefit(21,174)(97,031)(49,932)
Income tax benefit$(7,549)$(69,401)$(50,131)
  Fiscal Year Ended March 31,
(in thousands) 2014 2015 2016
Current:    
  
Federal $28,859
 $26,938
 $15,702
State 1,263
 2,685
 1,934
Foreign 4,384
 4,253
 4,644
Total current provision for income taxes 34,506
 33,876
 22,280
Deferred:  
  
  
Federal (4,675) (1,148) (7,767)
State (629) (1,353) (1,103)
Foreign (480) 1,575
 374
Total deferred benefit for income taxes (5,784) (926) (8,496)
Income tax expense $28,722
 $32,950
 $13,784


The components of income before income taxesLoss Before Income Taxes for fiscal years 2016, 2015,Fiscal Years 2021, 2020, and 20142019 are as follows:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
United States$(137,433)$(756,095)$(179,387)
Foreign72,553 (140,488)(6,305)
Loss before income taxes$(64,880)$(896,583)$(185,692)
  Fiscal Year Ended March 31,
(in thousands) 2014 2015 2016
United States $85,231
 $83,583
 $42,184
Foreign 55,908
 61,668
 39,992
Income before income taxes $141,139
 $145,251
 $82,176


The following is a reconciliation between statutory federal income taxes and the income tax expense for fiscal years 2016, 2015, and 2014:
  Fiscal Year Ended March 31,
 (in thousands) 2014 2015 2016
Tax expense at statutory rate $49,399
 $50,838
 $28,762
Foreign operations taxed at different rates (16,175) (15,839) (9,478)
State taxes, net of federal benefit 634
 1,331
 831
Research and development credit (1,805) (2,460) (3,133)
Unwind of stock based compensation cost sharing 
 
 (2,855)
Other, net (3,331) (920) (343)
Income tax expense $28,722
 $32,950
 $13,784

The effective tax rate for fiscal years 2016, 2015, and 2014 was 16.8%, 22.7%, and 20.4% respectively. The effective tax rate for fiscal year 2016 is lower than that in the previous year due primarily to domestic interest expense on new debt and tax benefits associated with the unwind of prior intercompany cost-sharing of stock based compensation. A retroactive and permanent reinstatement of the federal research credit was signed into law on December 18, 2015. As such, the Company's effective tax rate for fiscal year 2016 includes the benefit of one quarter of credits for fiscal year 2015 plus the tax benefit for the fiscal year 2016 tax credit.Fiscal Years 2021, 2020, and 2019:

Fiscal Year Ended
 (in thousands)April 3, 2021March 28, 2020March 30, 2019
Tax benefit at statutory rate$(13,625)$(188,282)$(38,995)
Foreign operations taxed at different rates(11,709)2,497 (4,965)
State taxes, net of federal benefit(5,077)(14,326)(1,610)
Research and development credit(9,725)(6,498)(4,288)
US tax on foreign earnings11,274 10,889 4,398 
Impact of Tax Act(3,728)
Goodwill impairment101,604 
Stock-based compensation6,751 7,369 (1,196)
Internal restructuring related benefit(65,069)
Valuation allowance change23,928 68,486 
Altera accrual9,467 
Tax rate change(12,418)
Nondeductible compensation1,209 1,187 1,611 
Provision to return2,707 1,717 
Other, net(864)1,558 (1,358)
Income tax benefit$(7,549)$(69,401)$(50,131)
In comparison to fiscal year 2014, the effective tax rate for fiscal year 2015 was higher than the previous year due primarily to the absence of several one-time, discrete items that benefited the tax rate in the previous year, such as the generation of a foreign tax credit carryover, changes in Mexican tax law that resulted in the reversal of a valuation allowance, and a deduction for qualifying domestic production activities. This factor was offset by a higher proportion of income earned in foreign jurisdictions that is taxed at lower rates and by an increase in the benefit from the U.S. federal research tax credit. The U.S. federal research tax credit expired December 31, 2014, and fiscal year 2015 included four quarters of benefit because of the impact of the credit earned in our fourth quarter of fiscal year 2014 due to the retroactive reinstatement of the credit in January 2015. However, in fiscal year 2014, this credit was only available for three quarters since the tax credit expired December 31, 2013 prior to it being retroactively reinstated in January 2015.

The effective tax rate for fiscal years 2016, 2015, and 2014 differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, income tax credits, state taxes, and other factors.  The future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, or a change in estimate of future taxable income which could result in a valuation allowance being required.

The Company's provision for income taxes does not include provisions for U.S. income taxes and foreign withholding taxes associated with the repatriation of undistributed earnings of certain foreign operations that it intends to reinvest indefinitely in the foreign operations. Indefinitely reinvested foreign earnings were approximately $657.3 million at March 31, 2016. The determination of the tax liability that would be incurred if these amounts were remitted back to the U.S. is not practical but would likely be material. If these earnings were distributed to the U.S. in the form of dividends or otherwise, the Company would be subject to additional U.S. income taxes, subject to an adjustment for foreign tax credits and foreign withholding taxes.

On July 27, 2015, the United States Tax Court, in an opinion in Altera Corp. v. Commissioner, invalidated the portion of the Treasury regulations issued under IRC Section 482 requiring related-party participants in a cost sharing arrangement to share stock-based compensation costs. The U.S. Tax Court issued the final decision on December 28, 2015. The government filed a notice of appeal within the required 90 day period following the final decision. At this time, the U.S. Treasury has not withdrawn the requirement to include stock-based compensation from its regulations. The Company has considered the issue and has recorded a tax benefit of $2.9 million resulting from the reimbursement of prior cost sharing of stock based compensation, offset by the U.S. tax cost of repatriation of the associated foreign earnings for which it has recorded a deferred tax liability in the current period. The Company will continue to monitor developments related to the case and the potential impact on its consolidated financial statements.


Deferred tax assets and liabilities represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes.  Effective for the fourth quarter of fiscal year 2016, the Company early adopted the update to balance sheet classification of deferred taxes (Accounting Standards Update 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as non-current on the balance sheets. The Company early adopted this standard on a prospective basis and included the current portion of deferred tax assets within the non-current portion of deferred tax assets within the consolidated balance sheet as of March 31, 2016. There was no impact on the Company's results of operations as a result of the adoption of this standard.

Significant components of the Company's deferred tax assets and liabilities as of April 3, 2021 and March 31, 2016 and 201528, 2020 are as follows:
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 March 31,
(in thousands) 2015 2016(in thousands)April 3, 2021March 28, 2020
Deferred tax assetsDeferred tax assets
Accruals and other reserves $5,100
 $5,896
Accruals and other reserves$36,503 $29,788 
Deferred Compensation 2,066
 3,750
Deferred compensationDeferred compensation3,717 277 
Net operating loss carry forward 3,043
 2,955
Net operating loss carry forward10,923 11,810 
Stock compensation 9,865
 12,561
Prepaid cost sharing 
 6,199
Stock-based compensationStock-based compensation9,939 10,867 
Interest expenseInterest expense23 10,676 
Tax credits 3,406
 3,642
Tax credits13,858 12,437 
Capitalized R&D costsCapitalized R&D costs54,725 41,123 
Intangible assetsIntangible assets101,362 94,809 
Other deferred tax assets 2,903
 1,684
Other deferred tax assets4,610 3,826 
Valuation allowance (1,940) (1,962)
Total deferred tax assets 24,443
 34,725
Unearned revenueUnearned revenue9,043 6,521 
Property, plant, and equipment depreciationProperty, plant, and equipment depreciation1,045 818 
Total deferred tax assets, before valuation allowanceTotal deferred tax assets, before valuation allowance245,748 222,952 
Valuation allowance(1)
Valuation allowance(1)
(101,740)(81,436)
Total deferred tax assets, netTotal deferred tax assets, net144,008 141,516 
Deferred tax liabilitiesDeferred tax liabilities
Deferred gains on sales of properties (1,756) (1,761)Deferred gains on sales of properties(1,137)(1,128)
Purchased intangiblesPurchased intangibles(42,255)(55,586)
Unremitted earnings of certain subsidiaries (3,064) (4,481)Unremitted earnings of certain subsidiaries(889)(7,123)
Fixed asset depreciation (4,650) (4,846)
Right of use assetsRight of use assets(5,623)(5,316)
Total deferred tax liabilities (9,470) (11,088)Total deferred tax liabilities(49,904)(69,153)
Net deferred tax assets(1)
 $14,973
 $23,637
Net deferred tax assetsNet deferred tax assets$94,104 $72,363 

(1) The Company's Valuation allowance on federal and state deferred tax assets for the fiscal year ending March 31, 2016 and the long-term portionis net of the Company'sfederal tax impact.

Valuation allowances are established when necessary to reduce deferred tax assets forto the fiscal year ending March 31, 2015,amounts that are includedmore-likely-than-not expected to be realized. Management evaluates and weighs all available positive and negative evidence such as historic results, projected future taxable income, future reversals of existing deferred tax liabilities, as well as prudent and feasible tax-planning strategies. On the basis of this evaluation, the Company maintains a component of other assets on the consolidated balance sheets.


The Company evaluates100% valuation allowance against its U.S. Federal and State deferred tax assets including a determination of whether a valuation allowance is necessary, based upon its ability to utilize the assets using a more likely than not analysis.  Deferred tax assets are only recorded to the extent that they are realizable based upon past and future income.  The Company has a long established earnings history with taxable income in its carryback years and forecasted future earnings.  The Company has concluded that no valuation allowance is required, except for the specific items discussed below.$92.6 million.


The valuation allowance of $2.0 million as of March 31, 2016 was related to the net operating losses of a foreign subsidiary with an insufficient history of earnings to support the realization of the deferred tax asset.
The impact of an uncertain income tax position on income tax expense must be recognized at the largest amount that is more likely than notmore-likely-than-not to be sustained. An uncertain income tax position will not be recognized unless it has a greater than 50% likelihood of being sustained. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an estimate. As of April 3, 2021 and March 31, 2016, 2015, and 2014,28, 2020, the Company had unrecognized tax benefits of $12.7149.5 million, $12.8 million, and $12.6152.3 million,, respectively, respectively. The increase of uncertain tax positions when compared to the prior year is primarily due to an enacted statutory tax rate increase in Netherlands, which resulted in remeasurement of unrecognized tax benefits. The unrecognized tax benefits as of March 31, 2016April 3, 2021 would favorably impact the effective tax rate in future periods if recognized.


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A reconciliation of the change in the amount of gross unrecognized income tax benefits for the periods is as follows:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Balance at beginning of period$152,307 $26,458 $12,612 
Increase (decrease) of unrecognized tax benefits related to prior fiscal years8,827 11,226 254 
Increase of unrecognized tax benefits related to business combinations89 13,329 
Increase of unrecognized tax benefits related to current year income statement115,824 2,069 
Reductions to unrecognized tax benefits related to settlements with taxing authorities(9,668)(995)
Reductions to unrecognized tax benefits related to lapse of applicable statute of limitations(2,000)(295)(1,806)
Balance at end of period$149,466 $152,307 $26,458 
  March 31,
(in thousands) 2014 2015 2016
Balance at beginning of period $11,072
 $12,571
 $12,821
Increase (decrease) of unrecognized tax benefits related to prior years 641
 (244) (598)
Increase of unrecognized tax benefits related to the current year 2,427
 1,908
 2,252
Reductions to unrecognized tax benefits related to settlements with taxing authorities 
 
 (149)
Reductions to unrecognized tax benefits related to lapse of applicable statute of limitations (1,569) (1,414) (1,634)
Balance at end of period $12,571
 $12,821
 $12,692


The Company's continuing practice is to recognize interest and penalties related to income tax matters in income tax expense. The interest related to unrecognized tax benefits was $1.63.6 million and $1.8$4.0 million as of April 3, 2021 and March 31, 2016 and 2015,28, 2020, respectively. No penalties have been accrued.


The Company and its subsidiaries are subject to taxation in various foreign and state jurisdictions, including the U.S. All federal tax matters have been concluded for tax years prior to fiscal year 2013. The California Franchise Tax Board completed its examination of our 2007Federal statute is open from Calendar Year 2014. Foreign and 2008 tax years. The Company received a Notice of Proposed Assessment and responded by filing a protest letter. The amount of the proposed assessment is not material. ForeignState income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal year 2011, except forFiscal Year 2014. Within the United Kingdom, which has been concluded fornext twelve months, we believe that the resolution of certain U.S. and foreign tax years priorexaminations and negotiations is reasonably possible and that a change in estimate, reducing unrecognized tax benefits, may occur. It is not possible to fiscal year 2015.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations; however,provide a range of the outcome of such examinations cannot be predicted with certainty. If any issues addressed inpotential change until the tax examinations are resolvedand negotiations progress further or the related statutes of limitations expire.

The Company's U.S. federal and state net operating losses carryforwards as of April 3, 2021, were $0.4 million and $1.2 million, respectively. The U.S. federal net operating losses will expire between 2022 and 2026, and the state net operating losses will expire at various dates through 2037. The federal credit of $3.2 million will expire at various dates between 2021 and 2041. The state credits of $10.1 million will expire at various dates between 2021 through 2041 except for California R&D credit, which does not expire.

We experienced an “ownership change” within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, during the second quarter of Fiscal Year 2019 due to the acquisition of Polycom. This ownership change has and will continue to subject Polycom's net operating loss carryforwards to an annual limitation, which will restrict our ability to use them to offset our taxable income in a manner inconsistent withperiods following the Company's expectations,ownership change. The annual limitation was determined to be $0.7 million.

18.    COMPUTATION OF LOSS PER COMMON SHARE

Basic loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share assumes the issuance of additional shares of common stock by the Company could be required to adjust its provision for income tax in the period such resolution occurs. The timingupon exercise of any resolution and/or closure of tax examinations is not certain.

17.COMPUTATION OF EARNINGS PER COMMON SHARE

The Company has a share-based compensation plan under which employees, non-employee directors,all outstanding stock options and consultants may be granted share-based awards, including sharesvesting of restricted stock, on which non-forfeitable dividends are paid on unvested shares. As such, sharesif the effect is dilutive, in accordance with the treasury stock method. The potentially dilutive effect of outstanding stock options and restricted stock are considered participating securities underhas been excluded from the two-class methodcomputation of calculating earnings per share. The two-class method of calculating earningsdiluted loss per share did not have a material impact onin all periods presented, as their effect is anti-dilutive, Refer to Note 2, Significant Accounting Policies, for additional information regarding the Company's earningscomputation of loss per share calculation as of March 31, 20162015, and 2014.common share.



The following table sets forth the computation of basic and diluted earningsloss per share:common share for Fiscal Years 2021, 2020 and 2019:
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(in thousands, except earnings per share data) Fiscal Year Ended March 31,
  2014 2015 2016
Numerator:      
Net income $112,417
 $112,301
 $68,392
       
Denominator:      
Weighted average common shares-basic 42,452
 41,723
 34,127
Dilutive effect of employee equity incentive plans 912
 920
 811
Weighted average shares-diluted 43,364
 42,643
 34,938
       
Basic earnings per common share $2.65
 $2.69
 $2.00
Diluted earnings per common share $2.59
 $2.63
 $1.96
       
Potentially dilutive securities excluded from diluted earnings per share because their effect is anti-dilutive 202
 442
 326
Fiscal Year Ended
(in thousands, except loss per share data)April 3, 2021March 28, 2020March 30, 2019
Numerator:
Net loss$(57,331)$(827,182)$(135,561)
Denominator:
Weighted-average common shares outstanding41,044 39,658 37,569 
Basic and diluted loss per common share$(1.40)$(20.86)$(3.61)
Potentially dilutive securities excluded from diluted loss per share because their effect is anti-dilutive1,262 1,740 616 


18.GEOGRAPHIC INFORMATION

19. REVENUE AND MAJOR CUSTOMERS

The Company designs, manufactures,builds, and markets collaboration solutions which combine legendary audio expertise and sells headsetspowerful video and conferencing capabilities to create endpoints that power meaningful human connections and provide solutions that make life easier when they work together and with our partner's services.

The Company’s major product categories are Headsets, Video, Voice, and Services. Headsets include wired and wireless communication headsets; Voice includes open SIP and native ecosystem desktop phones as well as conference room phones; Video includes video conferencing solutions and peripherals, such as cameras, speakers, and microphones. The broad portfolio of Services include video interoperability, hardware and support for businessour solutions and hardware devices, as well as professional, hosted, and managed services that are grounded in our deep expertise aimed at helping customers achieve their goals for collaboration. The Company's cloud management and analytics software enables IT administrators to configure and update firmware, monitor device usage, troubleshoot, and gain a deep understanding of user behavior. All of the Company's solutions are designed to integrate seamlessly with the platform and services of our customers choice in a wide range of Unified Communications & Collaboration ("UC&C"), Unified Communication as a Service ("UCaaS"), and Video as a Service ("VaaS") environments. The Company's RealPresence collaboration solutions range from infrastructure to endpoints and allow people to connect and collaborate globally, naturally and seamlessly. As announced on February 4, 2020, the Company entered into a definitive agreement with Nacon S.A. and closed the transaction on March 19, 2020, completing the sale of the Company's consumer applications,gaming assets for a net amount and other specialty products forresulting pre-tax gain on sale that are not material to the hearing impaired.  With respect to headsets, it makes products for useCompany's Consolidated Financial Statements.

Product revenue is largely comprised of sales of hardware devices, peripherals, and platform software licenses used in communication and collaboration in offices and contact centers, with mobile devices, cordless phones, and with computerscomputers. Services revenue primarily includes support on hardware devices, professional, hosted and gaming consoles.  Major product categories include Enterprise, which includes cordedmanaged services, and cordless communication headsets, audio processors, and telephone systems; and Consumer, which includes Bluetooth and corded products for mobile device applications, personal computer ("PC") and gaming headsets, and specialty products marketed for hearing impaired individuals.  solutions to the Company's customers.


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The following table presents netdisaggregates revenues by major product group:category for Fiscal Years 2021, 2020 and 2019:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Net revenues   
Headsets$823,451 $773,186 $910,699 
Voice221,131 375,505 344,586 
Video426,244 284,045 255,485 
Services256,781 264,254 163,765 
Total net revenues$1,727,607 $1,696,990 $1,674,535 
  Fiscal Year Ended March 31,
(in thousands) 2014 2015 2016
Net revenues from unaffiliated customers:  
  
  
Enterprise $588,265
 $619,284
 $626,666
Consumer 230,342
 245,726
 230,241
Total net revenues $818,607
 $865,010
 $856,907

For reporting purposes, revenue is attributed to each geographic region based on the location of the customer. Other than the U.S., no country accounted for 10% or more of the Company's net revenuesTotal Net Revenues for the years ended March 31, 2016, 2015, and 2014.Fiscal Years 2021, 2020 or 2019.


The following table presents net revenuesTotal Net Revenues by geography:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Net product revenues
U.S.$647,321 $708,566 $729,930 
Europe, Middle East, and Africa512,196 398,721 432,899 
Asia Pacific208,597 221,912 245,499 
Americas, excluding U.S.102,712 103,537 102,442 
Total international net product revenues823,505 724,170 780,840 
Total net product revenues$1,470,826 $1,432,736 $1,510,770 
Net service revenues   
U.S.$96,548 $102,103 $59,615 
Europe and Africa64,660 66,900 43,991 
Asia Pacific77,158 73,424 43,382 
Americas, excluding U.S.18,415 21,827 16,777 
Total international net service revenues160,233 162,151 104,150 
Total service net revenues256,781 264,254 163,765 
Total net revenues$1,727,607 $1,696,990 $1,674,535 
  Fiscal Year Ended March 31,
(in thousands) 2014 2015 2016
Net revenues from unaffiliated customers:  
  
  
U.S. $475,278
 $487,607
 $482,622
       
Europe and Africa 195,385
 213,702
 217,633
Asia Pacific 94,455
 104,829
 105,687
Americas, excluding U.S. 53,489
 58,872
 50,965
Total International net revenues 343,329
 377,403
 374,285
Total net revenues $818,607
 $865,010
 $856,907


No customerNaN customers,Ingram Micro Group and ScanSource, accounted for 10%19.3% and 19.0%, respectively, of Total Net Revenues for Fiscal Year 2021. NaN customers, ScanSource and Ingram Micro Group accounted for 19.8% and 17.3%, respectively, of Total Net Revenues for Fiscal Year 2020. NaN customers, ScanSource and Ingram Micro Group, accounted for 16.0% and 11.4%, respectively, of Total Net Revenues in Fiscal Year 2019. Total Net Revenues from ScanSource and Ingram Micro Group was comprised of both Product and Service revenue for all periods presented. ScanSource and Ingram Micro Group accounted for 24.9% and 24.7%, respectively, of Accounts Receivable, net as of April 3, 2021. NaN customers, Ingram Micro Group, ScanSource, and Synnex Group, accounted for 22.2%, 17.3%, and 15.6%, respectively, of Accounts Receivable, net as of March 28, 2020.

Deferred revenue is primarily comprised of non-cancelable maintenance support performance obligations on hardware devices which are typically billed in advance and recognized ratably over the contract term as the services are delivered. The Company's deferred revenue balance was $213.8 million as of April 3, 2021, which represents 12.4% of Total Net Revenues for Fiscal Year 2021, and was $208.5 million as of March 28, 2020, which represents 12.3% of Total Net Revenues for Fiscal Year 2020. During Fiscal Year 2021, the Company recognized $144.1 million in Total Net Revenues that was recorded in deferred revenue at the beginning of the period.

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The table below represents aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of April 3, 2021:
April 3, 2021
(in millions)CurrentNon-currentTotal
Unsatisfied (or partially unsatisfied) performance obligations$141.4 $72.4 $213.8 

Upon establishment of creditworthiness, the Company may extend credit terms to its customers which typically ranges between 30 and 90 days from the date of invoice depending on geographic region and type of customer. The Company typically bills upon product hardware shipment, at time of software activation, upon the start of service entitlement, or moreupon completion of totalservices. Revenue is not generally recognized in advance of billings. The balance of contract assets was $4.1 million and $3.7 million as of as of April 3, 2021 and March 28, 2020, respectively. None of the Company's contracts are deemed to have significant financing components.

Sales, value add, and other taxes collected concurrent with revenue producing activities are excluded from revenue.

The Company's indirect channel model includes both a two-tiered distribution structure, where the Company sells to distributors that subsequently sell to resellers, and a one-tiered structure where the Company sells directly to resellers. For these arrangements, transfer of control begins at the time access to the Company's services is made available to the end customer and entitlements have been contractually established, provided all other criteria for revenue recognition are met.

Commercial distributors and retailers represent the Company's largest sources of net revenuesrevenues. Sales through its distribution and retail channels are made primarily under agreements allowing for fiscal years 2016rights of return and include various sales incentive programs, such as back end rebates, discounts, marketing development funds, price protection, and other sales incentives. The Company has an established sales history for these arrangements and the Company records the estimated reserves at the inception of the contract as a reflection of the reduced transaction price. Customer sales returns are estimated based on historical data, relevant current data, and the monitoring of inventory build-up in the distribution channel. Revenue reserves represent a reasonable estimation made by management and are subject to significant judgment. Estimated reserves may differ from actual returns or incentives provided, due to unforeseen customer return or claim patterns or changes in circumstances. For certain customer contracts which have historically demonstrated variability, the Company has considered the likelihood of being under-reserved and have considered a constraint accordingly. Provisions for Sales Returns are presented within Accrued Liabilities in the Company's Consolidated Balance Sheets. Provisions for promotions, rebates, and other sales incentives are presented as a reduction of Accounts Receivable unless there is no identifiable right offset, in which case they are presented within Accrued Liabilities on its Consolidated Balance Sheets. Refer to Note 7, Details of Certain Balance Sheet Accounts for additional details.

For certain arrangements, the Company pays commissions, bonuses and taxes associated with obtaining the contracts. The Company capitalizes such costs if they are deemed to be incremental and recoverable. The Company has elected to use the practical expedient to record the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. Determining the amortization period of costs related to obtaining a contract involves judgment. Capitalized commissions and related expenses, on hardware sales and services recognized at a point in time generally have an amortization period of less than one year. Maintenance-related performance obligations generally have an amortization period greater than one year when considering renewals. Capitalized commissions are amortized to sales and marketing Expense on a straight-line basis. The capitalized amount of incremental and recoverable costs of obtaining contracts with an amortization period of greater than one year are $4.9 million as of April 3, 2021. Amortization of capitalized contract costs for Fiscal Year 2021 was $2.3 million.

20.    SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

The Company's Chief Executive Office is identified as its Chief Operating Decision Maker ("CODM"). The CODM has organized the Company, manages resource allocations, and measures performance among its 2 operating segments: Products and Services. During the fourth quarter of Fiscal Year 2020, the Company made key changes to its executive management. We realigned our segment reporting structure commensurate with this change. The reportable segments are consistent with how the segments report to and are managed by Poly’s Chief Executive Officer (the CODM). As a result, the Company’s reportable segments consist of Products and Services. Prior periods have been reclassified to conform to current presentation.

The Products reportable segment includes the Company's Headsets, Voice and Video product lines. The Services reportable segment includes maintenance support on hardware devices as well as professional, managed and cloud services and solutions.
109

In managing the 2 operating segments the CODM uses information about their revenue and gross margin after adjustments to exclude certain non-cash transactions and activities that are not reflective of the Company's ongoing or core operations as further described below. The CODM does not review asset information by segment.

Asset impairment: During the fourth quarter of Fiscal 2020, the Company determined certain of its long-lived assets, primarily related to purchased intangibles recorded in connection with the Acquisition of Polycom, were not recoverable and as a result recorded impairment charges representing the excess carrying amount over the estimated fair value (see Note 8, Goodwill and Purchased Intangible Assets).

Purchase accounting amortization: Represents the amortization of purchased intangible assets recorded in connection with the Acquisition of Polycom.

Inventory valuation adjustment: Represents the amortization of the inventory step-up associated with the impact of inventory fair value purchase accounting adjustments recorded in connection with the Acquisition of Polycom.

Deferred revenue purchase accounting: Represents the impact of fair value purchase accounting adjustments related to deferred revenue recorded in connection with the Acquisition of Polycom. The Company's deferred revenue primarily relates to service revenue associated with non-cancelable maintenance support on hardware devices which are typically billed in advance and recognized ratably over the contract term as those services are delivered. This adjustment represents the amount of additional revenue that would have been recognized during the period absent the write-down to fair value required under purchase accounting guidelines.

Consumer optimization: Represents charges related to inventory reserves and supplier liabilities for excess and obsolete inventory incurred in connection with the Company's strategic actions to optimize its Consumer product portfolio.

Acquisition and integration fees: Represents charges incurred in connection with the Acquisition and integration of Polycom such as system implementations, legal and accounting fees.

Stock compensation expense: Represents the non-cash expense associated with the Company's issuance of common stock and share-based awards to employees and non-employee directors.

110

The following table presents segments results for revenue and gross margin, as reviewed by the CODM, and their reconciliation to the Company's consolidated GAAP results:
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Segment revenues, as reviewed by CODM
Products$1,471,963 $1,434,635 1,518,687 
Services270,049 296,308 240,672 
Total segment revenues, as reviewed by CODM$1,742,012 $1,730,943 $1,759,359 
Segment gross profit, as reviewed by CODM
Products$679,484 $697,212 $766,068 
Services182,522 201,382 162,884 
Total segment gross profit, as reviewed by CODM$862,006 $898,594 $928,952 
Fiscal Year Ended
(in thousands)April 3, 2021March 28, 2020March 30, 2019
Total segment revenues, as reviewed by CODM$1,742,012 $1,730,943 $1,759,359 
Deferred revenue purchase accounting(14,405)(33,953)(84,824)
GAAP total net revenues$1,727,607 $1,696,990 $1,674,535 
Total segment gross profit, as reviewed by CODM (1)
$862,006 $898,594 $928,952 
Asset impairment(174,235)
Purchase accounting amortization(68,111)(122,553)(114,361)
Inventory valuation adjustment(30,395)
Deferred revenue purchase accounting(14,405)(33,953)(84,824)
Consumer optimization(10,415)
Integration and rebranding costs(1,211)(1,057)
Stock-based compensation(2,939)(3,992)(4,176)
GAAP gross profit$776,551 $552,235 $694,139 
(1) Includes depreciation expense of $14.4 million, 2015, or 2014.$15.2 million, and $11.0 million in Fiscal Years 2021, 2020, and 2019, respectively. 



The following table presents long-lived assets by geographic area on a consolidated basis:
(in thousands)April 3, 2021March 28, 2020
United States$75,998 $95,521 
Netherlands16,299 17,670 
Mexico39,575 39,210 
United Kingdom3,928 3,962 
China16,871 20,476 
Other countries28,381 33,245 
Total long-lived assets$181,052 $210,084 

111
  Fiscal Year Ended March 31,
(in thousands) 2015 2016
U.S. $72,792
 $76,131
Mexico 40,875
 41,258
The Netherlands 11,007
 18,186
Other countries 14,739
 14,160
Total long-lived assets $139,413
 $149,735

Table of Contents

21.    SUBSEQUENT EVENTS

19.SUBSEQUENT EVENTS

Debt Extinguishment
On May 3, 2016,17, 2021, the Audit Committee approvedCompany redeemed the paymentoutstanding principal and accrued interest on the 5.50% Senior Notes of a dividend$493.9 million.
112

Table of $0.15 per share on June 10, 2016 to holders of record on May 20, 2016.Contents

SUPPLEMENTARY QUARTERLY FINANCIAL DATA
(Unaudited)


Each of the Company's fiscal yearsFiscal Years ends on the Saturday closest to the last day of March.  The Company's fiscal year 2016Fiscal Year 2021 consisted of 53 weeks and fiscal year 2015Fiscal Year 2020 consisted of 52 weeks. Our interim fiscal quarters for the first, second, third, and fourth quarter of fiscal year 2016Fiscal Year 2021 ended on June 27, 2015,2020, September 26, 2015,2020, December 26, 2015,2020, and April 2, 2016,3, 2021, respectively, and our interim fiscal quarters for the first, second, third, and fourth quarter of fiscal year 2015Fiscal Year 2020 ended on June 29, 2019, September 28, 2014, September 27, 2014,2019, December 27, 2014,28, 2019, and March 28, 2015,2020, respectively. All interim fiscal quarters presented below consisted of 13 weeks, withexcept for the exceptionquarter ended April 3, 2021, which consisted of 14 weeks.
 (in thousands, except per share data)Quarter Ended
 April 3, 2021December 26, 2020September 26, 2020June 27, 2020
Total net revenues$476,233 $484,685 $410,969 $355,720 
Gross profit212,816 226,657 180,746 156,332 
Net income (loss)10,977 20,113 (13,405)(75,015)
Basic net income (loss) per common share0.26 0.49 (0.33)(1.85)
Diluted net income (loss) per common share0.25 0.48 (0.33)(1.85)
Cash dividends declared per common share
 (in thousands, except per share data)Quarter Ended
March 28, 20201
December 28, 2019September 28, 2019June 29, 2019
Total net revenues$403,043 $384,471 $461,709 $447,767 
Gross profit(10,328)143,846 206,071 212,646 
Net loss(677,918)(78,483)(25,910)(44,871)
Basic net loss per common share(16.94)(1.97)(0.65)(1.14)
Diluted net loss per common share(16.94)(1.97)(0.65)(1.14)
Cash dividends declared per common share0.15 0.15 0.15 

(1)The Company's consolidated financial results for the fourth quarter of fiscal year 2016 which consistedFiscal Year 2020 includes a non-cash impairment charge of 14 weeks. For purposes$179.6 million to Intangible Assets and Property, Plant, and Equipment related to long-lived assets in the Voice asset group, as well as a non-cash impairment charge of presentation,$483.7 million to Goodwill related to an overall decline in the Company’s earnings and a sustained decrease in its share price. The Company has indicatedalso completed its accounting fiscal year as ending on March 31internal intangible property restructuring between its wholly-owned subsidiaries to align the IP structure to its operations, resulting in a deferred tax asset and our interim quarterly periods as ending on the last calendar day of the applicable month end.
 (in thousands, except per share data)Quarter Ended
 June 30,
2015
 September 30,
2015
 December 31, 2015 March 31, 2016
Net revenues$206,358
 $215,017
 $225,735
 $209,797
Gross profit$107,358
 $110,970
 $109,516
 $106,830
Net income$21,228
 $17,896
 $16,288
 $12,980
Basic net income per common share$0.56
 $0.53
 $0.50
 $0.40
Diluted net income per common share$0.55
 $0.52
 $0.49
 $0.39
Cash dividends declared per common share$0.15
 $0.15
 $0.15
 $0.15
 (in thousands, except per share data)Quarter Ended
 June 30,
2014
 September 30, 2014 December 31, 2014 March 31, 2015
Net revenues$216,662
 $215,805
 $231,781
 $200,762
Gross profit$114,710
 $117,827
 $119,916
 $109,166
Net income$28,672
 $27,421
 $30,384
 $25,824
Basic net income per common share$0.69
 $0.66
 $0.73
 $0.62
Diluted net income per common share$0.68
 $0.65
 $0.71
 $0.61
Cash dividends declared per common share$0.15
 $0.15
 $0.15
 $0.15
partially offset by a valuation allowance recorded against its U.S. deferred tax assets.
 
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. 


ITEM 9A.  CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures
 
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to Plantronics’the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


113

Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management.  Our disclosure controls and procedures include components of our internal control over financial reporting.  Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
 

Management’s Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended).  Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of March 31, 2016.  April 3, 2021.  

The Company’seffectiveness of the Company's internal control over financial reporting as of April 3, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued aas stated in their report on our internal control over financial reporting, which appears on page 42in Part II, Item 8 of this Annual Report on Form 10-K.
 
Changes in internal control over financial reporting

There hashave been no changechanges in ourthe Company’s internal control over financial reporting during the fourth quarter of fiscal year 2016that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.


ITEM 9B.  OTHER INFORMATION
 
None.

114


PART III
 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information regarding the identification and business experience of our directors will be included under the captions "Nominees" and “Business Experience and Qualifications of Directors”Directors/Nominees” under the main caption "Proposal One – Election of Directors" in our definitive 20162021 Proxy Statement for the annual meeting2021 Annual Meeting of stockholders to be held on or about August 4, 2016Stockholders (“20162021 Proxy Statement”), expected to be filed with the Securities and Exchange Commission on or about June 16, 2016, is incorporated in this Item 10 by reference.  For information regarding the identification and business experience of our executive officers, see "Executive Officers of the Registrant" at the end of Item 1 in Part I of this Form 10-K. Information regarding the audit committee and names of the financial expert(s) serving on the audit committee, under the caption "Corporate Governance” subheadsubheading “Audit Committee" in our 20162021 Proxy Statement is incorporated into this Item 10 by reference.  Information concerning filing requirements applicable to our executive officers and directors under the caption "Section 16(a) Beneficial Ownership Reporting Compliance” in our 20162021 Proxy Statement is incorporated into this Item 10 by reference.
 
Code of Ethics
Plantronics has adopted a Code of Conduct (the “Code”), which applies to all Plantronics’ employees, including directors and officers.  The Code is posted on the Plantronics’ corporate website under the Corporate Governance section of the Company portal (www.plantronics.com).  We intend to disclose future amendments to the Code, or any waivers of such provisions granted to executive officers and directors, on this website within four business days following the date of such amendment or waiver.
Stockholders may request a free copy of the Code from our Investor Relations department as follows:
Plantronics, Inc.
345 Encinal Street
Santa Cruz, California 95060
Attn: Investor Relations
(831) 426-5858
Corporate Governance Guidelines
Plantronics has adopted the Corporate Governance Guidelines, which are available on Plantronics' website under the Corporate Governance portal in the Company section of our website at www.plantronics.com.  Stockholders or any interested party may request a free copy of the Corporate Governance Guidelines by contacting us at the address and phone numbers set forth above under “Code of Ethics.”

There have been no materials changes to the procedures by which stockholders can recommend nominees to the Company's board of directors.Board.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
The information required under this item iswill be included under the captions "Executive Compensation", "Compensation of Directors", “Report of the Leadership Development and Compensation Committee of the Board of Directors” and “Compensation“Leadership Development and Compensation Committee Interlocks and Insider Participation” in our 20162021 Proxy Statement and is incorporated herein by reference.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The information required by this item iswill be included under the captions “Equity Compensation Plan Information” and "Security Ownership of Principal Stockholders and Management" under the main caption "Additional Information" in our 20162021 Proxy Statement and is incorporated into this Item 12 by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required by this item iswill be included under the caption "Corporate Governance” subheading “Director Independence and Certain Relationships and Related Transactions" in the 20162021 Proxy Statement and is incorporated into this Item 13 by this reference.



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
 
The information required by this item iswill be included under the caption "Proposal ThreeFour - Ratification of Appointment of Independent Registered Public Accounting Firm" in our 20162021 Proxy Statement and is incorporated in this Item 14 by this reference.

115

PART IV
 
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(a) The following documents are filed as part of this Form 10-K:
 
(1)
Financial Statements.  The following consolidated financial statements and supplementary information and Report of Independent Registered Public Accounting Firm are included in Part II of this Report.

(1)Financial Statements.  The Consolidated Financial Statements of the Company are listed on the Index to the Consolidated Financial Statements in Item 8.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
(2)Financial Statement Schedule.
Page

(2)Financial Statement Schedules.
PLANTRONICS, INC.
SCHEDULE II: VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
(in thousands)

 Balance at Beginning of Year
Other (4)
Charged to Expenses or Other AccountsDeductionsBalance at End of Year
Provision for doubtful accounts and sales allowances:(1)    
Year ended March 30, 2019$873 $3,927 $4,332 $(4,176)$4,956 
Year ended March 28, 20204,956 (2,297)(518)2,141 
Year ended April 3, 20212,141 577 (389)2,329 
Provision for returns:(2)    
Year ended March 30, 2019$10,225 $(10,225)$$$
Year ended March 28, 2020
Year ended April 3, 2021
Provision for promotions and rebates:(2)    
Year ended March 30, 2019$38,284 $44,136 $417,422 $(376,789)$123,053 
Year ended March 28, 2020123,053 (224)441,250 (452,705)111,374 
Year ended April 3, 2021111,374 4,619 378,777 (397,592)97,178 
Valuation allowance for deferred tax assets:(3)
Year ended March 30, 2019$2,514 $8,068 $7,469 $(2,264)$15,787 
Year ended March 28, 202015,787 71,561 (5,912)81,436 
Year ended April 3, 202181,436 21,087 (783)101,740 

 Balance at Beginning of Year Charged to Expenses or Other Accounts Deductions Balance at End of Year
Provision for doubtful accounts and sales allowances: 
  
  
  
Year ended March 31, 2016$1,221
 $719
 $(1,376) $564
Year ended March 31, 2015287
 1,351
 (417) 1,221
Year ended March 31, 2014409
 179
 (301) 287
        
Provision for returns: 
  
  
  
Year ended March 31, 2016$6,194
 $27,635
 $(26,515) $7,314
Year ended March 31, 20156,201
 25,174
 (25,181) 6,194
Year ended March 31, 20148,957
 18,469
 (21,225) 6,201
        
Provision for promotions and rebates: 
  
  
  
Year ended March 31, 2016$15,401
 $95,933
 $(83,597) $27,737
Year ended March 31, 201514,803
 53,353
 (52,755) 15,401
Year ended March 31, 201413,675
 35,207
 (34,079) 14,803
        
Inventory reserves:       
Year ended March 31, 2016$5,038
 $1,918
 $(3,136) $3,820
Year ended March 31, 20157,216
 329
 (2,507) 5,038
Year ended March 31, 20144,775
 4,263
 (1,822) 7,216
        
Valuation allowance for deferred tax assets:       
Year ended March 31, 2016$1,940
 $1,962
 $(1,940) $1,962
Year ended March 31, 20153,351
 
 (1,411) 1,940
Year ended March 31, 20145,984
 
 (2,633) 3,351
(1)    Amounts charged to expenses or other accounts related to the provision for doubtful accounts are recorded as part of Selling, General, and Administrative expenses and amounts related to sales allowances are recorded as a reduction to Total Net Revenues in the Consolidated Statements of Operations.


(2)    Amounts charged to expenses or other accounts are recorded as a reduction to Total Net Revenues in the in the Consolidated Statements of Operations.

(3)    Amounts charged to expenses or other accounts are recorded as part of Income Tax Benefit in the Consolidated Statements of Operations.

(4)    Amounts represent changes in the accounts due to Acquisition of Polycom on July 2, 2018 and the impact from adoption of ASC 606.

All other schedules have been omitted because the required information is either not present or not present in the amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statementsConsolidated Financial Statements or notes thereto.


116
3.

(3) Exhibits.  See Item 15(b) below.
 
(b)  Exhibits
 
We have filed, or incorporated by reference into this Report, the exhibits listed on the accompanying Index to Exhibits immediately followingpreceding the signature page of this Form 10-K.10-K.
 
(c) Financial Statement Schedules
 
See Items 8 and 15(a) (2) above.

117

EXHIBITS INDEX
  Incorporation by Reference 
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
2.18-K001-126962.17/2/2018
3.18-K001-126963.11/20/2009 
3.210-K001-126963.26/8/2020
4.18-K001-126964.16/3/2015
4.28-K001-126964.13/4/2021
4.38-K001-126964.26/3/2015
4.48-K001-126964.37/2/2018
4.4.18-K001-126964.3.12/21/2020
4.5X
10.18-K001-1269610.17/2/2018
10.1.18-K001-1269610.12/11/2020
10.2*10-K001-1269610.25/31/2005 
10.3*10-K001-1269610.35/17/2019
10.4*8-K001-1269610.28/3/2018 
10.5*8-K001-1269610.26/28/2019
10.6*8-K001-1269610.27/27/2020
10.7*X
10.8*X
10.9*X
10.10*8-K001-1269610.18/3/2018
10.11*8-K001-1269610.16/28/2019
10.12*8-K001-1269610.17/27/2020
10.13*Trust Agreement Under the Plantronics, Inc. Basic Deferred Stock Compensation PlanS-8333-193514.63/25/1997 
10.14*Plantronics, Inc. Basic Deferred Compensation Plan Participant ElectionS-8333-193514.73/25/1997 
10.15*S-8333-1888684.15/24/2013
10.16*S-8333-24877510.19/14/2020
118

  Incorporation by Reference 
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.17**10-Q001-1269610.210/30/2020
10.18*10-Q001-1269610.310/30/2020
10.19*8-K001-1269610.28/2/2016
10.19.1*10-K001-1269610.7.15/17/2019
10.19.2*10-Q001-1269610.12/6/2019
10.20*10-K001-1269610.126/8/2020
10.21*10-K001-1269610.136/8/2020
10.22*10-K001-1269610.105/17/2019
10.23*10-K001-1269610.115/17/2019
10.24*10-K001-1269610.125/17/2019
10.25*10-K001-1269610.115/10/2017
10.26*10-K001-1269610.145/17/2019
10.27*10-Q001-1269610.32/5/2019
10.28**10-Q001-1269610.110/30/2020
10.29*10-Q001-1269610.110/31/2017
10.30*10-K001-1269610.175/17/2019
10.31*10-Q001-1269610.42/5/2019
10.32*10-Q001-1269610.12/6/2020
10.33*10-Q001-1269610.22/6/2020
10.34*10-Q001-1269610.32/6/2020
10.35**10-K001-1269610.266/8/2020
10.36*10-K001-1269610.276/8/2020
10.3710-K001-1269610.13.65/26/2009 
10.388-K001-1269610.15/26/2015
10.398-K001-126964.12/26/2021
21.1    X
23    X
24.1Power of Attorney – Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K.)     
31.1    X
119

Incorporation by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
31.2X
32.1X
101 INSXBRL Instance DocumentX
101 SCHXBRL Taxonomy Extension Schema DocumentX
101 CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101 LABXBRL Taxonomy Extension Label Linkbase DocumentX
101 PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
101 DEFXBRL Taxonomy Definition Linkbase DocumentX
104Cover Page Interactive Data File, (formatted as Inline XBRL and contained in Exhibit 101)X
*Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.
**Confidential treatment has been granted with respect to certain portions of this Exhibit.

120

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 13, 201618, 2021PLANTRONICS, INC.
By:/s/ Ken KannappanDavid M. Shull
Name:Ken KannappanDavid M. Shull
Title:President and Chief Executive Officer
(Principal Executive Officer)


POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS:
 
That the undersigned officers and directors of Plantronics, Inc., a Delaware corporation, do hereby constitute and appoint Ken KannappanDavid M. Shull and Pamela Strayer,Charles D. Boynton, or either of them, the lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.
 
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 dates indicated.
 
121

SignatureTitleDate
/s/ Ken KannappanDavid M. Shull
(Ken Kannappan)David M. Shull)President, Chief Executive Officer and Director (Principal Executive Officer)May 13, 201618, 2021
/s/ Pam StrayerCharles D. Boynton

(Pam Strayer)
Charles D. Boynton)
SeniorExecutive Vice President and Chief Financial Officer (Principal Financial Officer)May 18, 2021
/s/ Kristine B. Diamond
(Kristine B. Diamond)Senior Vice President and Chief Accounting Officer and Principal(Principal Accounting Officer)May 13, 201618, 2021
/s/ Marv TseuRobert C. Hagerty
(Marv Tseu)Robert C. Hagerty)Chairman of the Board and DirectorMay 13, 201618, 2021
/s/ Marv Tseu
(Marv Tseu)Vice Chairman of the Board and DirectorMay 18, 2021
/s/ Kathy Crusco
(Kathy Crusco)DirectorMay 18, 2021
/s/ Brian Dexheimer
(Brian Dexheimer)DirectorMay 13, 201618, 2021
/s/ Robert Hagerty
(Robert Hagerty)DirectorMay 13, 2016
/s/ Gregg Hammann
(Gregg Hammann)DirectorMay 13, 201618, 2021
/s/ John HartGuido Jouret
(John Hart)Guido Jouret)DirectorMay 13, 201618, 2021
/s/ Marshall Mohr
(Marshall Mohr)DirectorMay 13, 201618, 2021
/s/ Maria MartinezDaniel Moloney
(Maria Martinez)Daniel Moloney)DirectorMay 13, 201618, 2021
/s/ Yael Zheng
(Yael Zheng)DirectorMay 18, 2021

EXHIBITS INDEX
122
    Incorporation by Reference  
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
3.1.1 2009 Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 20, 2009 8-K 001-12696 3(i) 1/20/2009  
             
3.2.1 Amended and Restated By-Laws of the Registrant 8-K 001-12696 3.1 6/20/2011  
             
4.1 Indenture, dated as of May 27, 2015, by and between Plantronics, Inc., Frederick Electronics Corporation and U.S. Bank National Association, as trustee 8-K 001-12696 4.1 6/3/2015  
             
4.2 Form of Note for Plantronics, Inc.'s 5.500% Senior Notes due 2023 (incorporated by reference to Exhibit 4.1 hereto) 8-K 001-12696 4.2 6/3/2015  
             
10.1* Form of Indemnification Agreement between the Registrant and certain directors and executives 10-K 001-12696 10.2 5/31/2005  
             
10.2.1* Executive Incentive Plan, dated May 8, 2009, as Amended September 10, 2010 8-K 001-12696 10.1 9/16/2010  
             
10.2.2* Plantronics, Inc. Executive Incentive Plan 10-K 001-12696 10.2.2 5/25/2012  
             
10.3* Amended and Restated Plantronics, Inc. 2003 Stock Plan 8-K 001-12696 10.1 8/3/2015  
             
10.4* Plantronics, Inc. 2002 Amended and Restated Employee Stock Purchase Plan 8-K 001-12696 10.1 8/4/2014  
             
10.5.1* Plantronics, Inc. Basic Deferred Compensation Plan, as amended August 8, 1996 S-8 333-19351 4.5 3/25/1997  
             
10.5.2* Trust Agreement Under the Plantronics, Inc. Basic Deferred Stock Compensation Plan S-8 333-19351 4.6 3/25/1997  
             
10.5.3* Plantronics, Inc. Basic Deferred Compensation Plan Participant Election S-8 333-19351 4.7 3/25/1997  
             
10.6* Plantronics, Inc. Deferred Compensation Plan, effective May 24, 2013 S-8 333-188868 4.1 5/24/2013  
             
10.7* Second Amended and Restated Employment Agreement dated on November 17, 2009 between Registrant and Ken Kannappan 10-K 001-12696 10.11.1 6/1/2010  
             
10.8* Employment Agreement dated as of November 1996 between Registrant and Don Houston 10-K 001-12696 10.14.2 6/2/2003  
             
10.9* Employment Agreement dated as of April 1, 2011 between Registrant and Joe Burton 10-K 001-12696 10.15 5/25/2012  
             
10.10* Employment Agreement dated as of June 1, 2012 between Registrant and Pamela Strayer 8-K/A 001-12696 10.1 8/8/2012  
             
10.11* Form of Change of Control Severance Agreement 10-Q 001-12696 10.1 7/29/2014  
             
10.12 Standby Letter of Credit Agreement dated as of March 31, 2009 between Registrant, Plantronics BV and Wells Fargo Bank N.A. 10-K 001-12696 10.13.6 5/26/2009  
             
10.13* Settlement Agreement between Plantronics BV and Philip Vanhoutte dated February 23, 2016 8-K/A 001-12696 10.1 3/1/2016  
             
10.14 Amended and Restated Credit Agreement, dated as of May 15, 2015, by and between Plantronics, Inc. and Wells Fargo Bank, National Association 8-K 001-12696 10.1 5/18/2015  
             
10.14.1 Amended and Restated Revolving Line of Credit Note between Registrant and Wells Fargo Bank, National Association, dated March 9, 2015 8-K 001-12696 10.1 3/13/2015  
             
10.15** Third Amended and Restated Development and Manufacturing Agreement, dated October 15, 2011, between Registrant, and GoerTek, Inc. 10-Q 001-12696 10.1 2/2/2012  
             
10.16 Turnkey Purchase Agreement dated December 12, 2014, between Plantronics BV, Park 20/20 C.V. and Park 20/20 Plantronics C.V. 10-Q 001-12696 10.1 2/4/2015  
             

    Incorporation by Reference  
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
10.17 Purchase Agreement, dated as of May 21, 2015, by and among Plantronics, Inc., Frederick Electronics Corp., and Morgan Stanley& Co. LLC, as representative of the several Initial Purchasers listed in Schedule I thereto 8-K 001-12696 10.2 5/26/2015  
             
          X
             
          X
             
24 Power of Attorney – Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K.)          
             
          X
             
          X
             
          X
             
101 INS XBRL Instance Document         X
             
101 SCH XBRL Taxonomy Extension Schema Document         X
             
101 CAL XBRL Taxonomy Extension Calculation Linkbase Document         X
             
101 LAB XBRL Taxonomy Extension Label Linkbase Document         X
             
101 PRE XBRL Taxonomy Extension Presentation Linkbase Document         X
             
101 DEF XBRL Taxonomy Definition Linkbase Document         X
             
* Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.          
             
** Confidential treatment has been granted with respect to certain portions of this Exhibit.          


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