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		Document

March 10, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Anne Nguyen Parker, Branch Chief, Office of Manufacturing

Re:

 Plantronics, Inc.

 Form 10-K for the Fiscal Year Ended March 30, 2019

 Filed May 17, 2019

 Form 8-K Filed February 4, 2020

 File No. 001-12696

Dear Ms. Parker,

This letter responds to the comments of the Staff (“the Staff”) of the Securities and Exchange Commission (“the Commission”) in the letter dated February 12, 2020 (the “Comment Letter”) to Plantronics, Inc. (“Plantronics”, or the “Company”) regarding the above-referenced filings.

For your convenience, the Staff’s comments are copied below in bold typeface in the same order as set forth in the Comment Letter, with each comment followed by the Company’s response.

Form 10-K for the Fiscal Year Ended March 30, 2019

Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 1. Company, page 62

1.

 You disclose that you operate as one operating segment, that your chief executive officer is your CODM and that he reviews financial information on a consolidated basis to evaluate performance. However, we note that the July 2018 acquisition of Polycom materially altered your financial position and operations, such that your product and service offerings have expanded from (i) Enterprise Headsets and (ii) Consumer Headsets to include (iii) Voice, Video and Content Sharing Solutions as well as (iv) Support Solutions. Given the integration of Polycom into the entity post acquisition and the realignments discussed in the filing, please address the following:

•

 Describe to us how the businesses and operations of Polycom have been integrated into Plantronics.

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The July 2018 acquisition of Polycom, Inc. (“Polycom”) expanded the Company’s product and service offerings from (i) Enterprise Headsets and (ii) Consumer Headsets to include (iii) Voice, (iv) Video, and (v) Support Solutions. In connection with the ongoing integration of Polycom, the Company aggregated its product and service offerings into the following: (i) Personal Systems which included the Enterprise Headsets, Consumer Headsets (both legacy Plantronics) product lines and Desk Phone (legacy Polycom) product lines; (ii) Group Systems  which included the Voice (Conference Phone) and Video (both legacy Polycom) product lines, which encompass the Company’s Content Sharing Solutions products; and (iii) Global Services which included support on hardware devices, hosted and managed services, and support solutions (substantially all legacy Polycom) which were each led by an Executive Vice President (“EVP”) that reported directly to the Chief Operating Decision Maker (“CODM”).

The Company’s President and Chief Executive Officer (“CEO”) was determined to continue to be its CODM during fiscal year 2019 subsequent to the acquisition of Polycom as he allocated resources and assessed the Company’s performance through his authority to make key operating decisions, including:

•

 Appointing the senior management team,

•

 Approving the annual operating plan, and

•

 Designing and implementing the combined Company’s overall strategy, which focused on the success of the overall Company and its ability to expand in the Unified Communications and Collaboration market through its combined end-to-end offerings

As noted above, the Company considered Personal Systems, Group Systems and Global Services to be an aggregation of product and service offerings rather than separate businesses. The Company was primarily organized on a functional basis. The Company’s operating functions operated on a consolidated basis across the entire Company with the exception of research and development, which was led by the EVPs of the Personal and Group Systems, respectively. For example, the EVP of Global Operations was responsible for all of the Company’s manufacturing and the EVP of Global Sales was responsible for all of the Company’s sales and sales operations on a consolidated basis. The EVPs of the Personal and Group Systems were each responsible for the product lifecycle starting with conceptual formulation, cost-build, through potential market introduction. However, final product investment decisions, as well as the product-level sales and operations targets, were established by the CODM.

The Company continued to integrate Polycom into Plantronics throughout fiscal year 2019 and has continued further integration activities in fiscal year 2020. This involved changes to the senior management team (including changes to the CEO’s direct reports) and changes to the Company’s operational structure, such as:

•

 redesigning performance metrics and compensation structures as a single company;

•

 the integration of the supply chains (e.g. - insourcing to the Company’s Mexico facility) on a consolidated basis;

•

 consolidation and rationalization of distributors (e.g. - closing certain warehouses) and the integration of the respective sales teams to go to market on a consolidated basis;

•

 redesigning performance metrics and compensation structures as a single company;

•

 rebranding the combined Company as Poly in order to go to market as a single brand across all of the Company’s products; and

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•

 ongoing development of management reporting and supporting systems - including a consolidated Enterprise Resource Planning implementation.

•

 Explain to us the factors you considered in concluding that you continue to operate as one operating segment pursuant to ASC 280-10-50.

In concluding it continued to operate as one operating segment, the Company evaluated its business pursuant to ASC 280-10-50 which defines an operating segment as a component of a public entity that has all of the following characteristics:

a.

 It engages in business activities from which it in may earn revenues and incur expenses (including revenue and expenses relating to transaction with other components of the same public entity).

b.

 Its operating results are regularly reviewed by the public entity’s CODM to make decisions about resources to be allocated to the segment and assess its performance.

c.

 Its discrete financial information is available.

The financial packages for Personal Systems and Group Systems were not regularly reviewed by the CODM when he made decisions about resource allocations and assessed performance. Furthermore, decision-useful discrete financial information available for the CODM was not available as financial information for Personal Systems and Group Systems was by product through standard margin, which excluded certain period costs such as:

•

 inventory reserves (such as excess and obsolescence, net realizable value, etc.) - which capture the impact of product demand and aging inventory

•

 manufacturing variances - which are indicative of manufacturing metrics and factory performance

•

 warranties - which are indicative of product reliability and performance

•

 duties and freight charges - which are subject to unexpected changes in foreign trade policies and regulatory requirements

•

 amortization of intangible assets recorded in connection with the Polycom acquisition

•

 actual product level sales incentives - while included in standard margin, the allocation of discounts to the Company’s products and services involves significant judgement

•

 royalties and scrap

As noted above, the ongoing development of management reporting and supporting systems limited the availability of period costs to be allocated to the Personal and Group Systems financial information. These period costs had a significant and unpredictable effect on the gross margin profile (for example, with use of third-party manufacturers where “end-of-life” components could generate significant purchase price variances from the Company’s standard cost, thereby significantly impacting gross margin). Additionally, a reconciliation of standard margin to actual gross margin is not performed at a major product line level. Therefore, because the available financial information for Personal Systems and the Group Systems was not regularly reviewed by the CODM and given it was not sufficient for making resource decisions or measuring performance, these components did not represent operating segments in fiscal year 2019.

Global Services included services revenue. Accordingly, financial information for Global Services included actual results through gross margin as required for financial reporting purposes

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in compliance with Regulation S-X. This information was provided to the CODM as one data and reference point in assessing overall business performance; however, the CODM’s decisions about resource allocations and performance were based on consolidated financial information as the Company’s strategy was focused on the success of the overall Company and its ability to expand in the Unified Communications and Collaboration market through its combined end-to-end offerings. The services revenue primarily consisted of non-cancelable maintenance support on hardware devices initially sold at the time of product sale. As a result, Global Services did not represent an operating segment in fiscal year 2019.

The Company also considered whether its Americas, APAC, and EMEA regions represented components of the Company that should be evaluated pursuant to ASC 280-10-50. The Company’s Quarterly Business Review (“QBR”) meetings (which were attended by the CODM) provided regional financial information, but these were limited to revenue and standard margin by product. Finally, the financial information was not presented consistently across the regional QBR packages, as the product disaggregation for one regional package may have included Personal Systems and Global Services financial information only, while another regional package may have included Personal Systems, Group Systems and Global Services financial information. Additionally, because these financial packages were only through standard margin, the financial information below the consolidated level was not sufficient for making resource decisions or measuring performance. As a result, the regions, as defined above, did not represent operating segments in fiscal year 2019.

The only financial information provided to the CODM through net income / loss was on a consolidated basis. Decisions regarding allocation of resources and evaluation of performance were made at a consolidated level by the CODM (for example, the determination of variable compensation, as noted below), given the availability of discrete financial information and the key changes to the Company’s strategy, management, and operations, as noted above.

In addition to the information regularly received and reviewed by the CODM, the Company considered the factors below in concluding it continued to operate as one operating segment:

•

 Key financial targets and metrics underlying the variable compensation plans of the CODM and his direct reports are at a consolidated level and no financial metrics are at a disaggregated level.

•

 Financial forecasts and assumptions provided by management in investor presentations are consistently at the consolidated level supplemented by disaggregated net revenue by major product category

•

 GAAP results for each quarter are presented to the board of directors in a format consistent with its consolidated financial reporting disclosures.

•

 The Company’s annual budgeting and cash management process is at a consolidated level using a “top down” approach which was prepared and presented by senior finance management and reviewed and approved by the CODM. The presentation included consolidated income statements (using standard margin data) for fiscal year 2019 and 2020, supplemented by disaggregated net revenue by both major product and geography.

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•

 Tell us whether your four product categories represent business units and describe the level of financial information available for each beyond net revenues.

As discussed above, the Company considered (i) Personal Systems, (ii) Group Systems, and (iii) Global Services, to be an aggregation of product and service offerings which were each led by an EVP that reported directly to the CODM. Personal Systems included the Enterprise Headsets, Consumer Headsets and Desk Phone product lines; the Group Systems included the Voice (Conference Phone) and Video product lines, which encompass the Company’s Content Sharing Solutions products; and the Global Services included support on hardware devices, hosted and managed services, and support solutions.

Financial information for Personal Systems, Group Systems and Global Services was prepared by the Company’s Financial Planning and Analysis (“FP&A”) team and reviewed quarterly by the responsible EVP. The financial information in the Personal Systems and Group Systems packages was primarily limited to net revenue and standard margin (disaggregated by product and geography).

Financial information for Global Services includes service revenues and related cost of service revenues as required to be disclosed separately in compliance with Regulation S-X.

Supplemental information included in the quarterly financial packages for Personal Systems, Group Systems and Global Services at various times also included revenue, significant customer details and standard margin data.

•

 Describe to us the content of the information package that is provided to your CODM and how often he reviews the information.

The content of the information package that was provided to the CODM and reviewed by him during fiscal year 2019 included:

a.

 Daily

i.

 Sales Booking Report - which contained product bookings by region, country and significant customer, as well as identified amounts expected to be recognized within or outside of the current quarter.

b.

 Weekly

i.

 Sales Revenue vs Forecast - Quarter to date gross and net revenue trends for select product lines and products.

c.

 Quarterly

i.

 Quarterly forecasts and actual data (consistent with the Company’s financial reporting schedules and disclosures) at the consolidated level. Supplemental content included disaggregated net revenue and standard margin by product and region.

ii.

 QBR materials - regional reviews which were primarily operational and focused on qualitative information such as channel outlooks, status of strategic partnerships, product introductions, and regional market opportunities and challenges. Additionally, these materials, which were not

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consistent by region, contained revenue by region, revenue trends by product and/or customer and standard margin by region and product.

iii.

 Global Services FP&A package - included actual results through gross margin. This information was provided to the CODM as one data and reference point in assessing the consolidated business, but the CODM’s decisions on performance evaluation and allocations of resources was based on overall Company performance at the consolidated level, as noted above.

•

 Provide us with an organizational chart of your senior management team that shows your CEO and each of his direct reports along with a brief description of their primary areas of responsibilities.

The following roles reported directly to the Company CEO during fiscal year 2019. As noted in response to Question 2, there have been changes to the CEO and his direct reports in FY 2020:

Position

 Roles/responsibilities

Executive Vice President of Global Operations

 Responsible for global operations and supply chain

Executive Vice President and Chief Marketing Officer

 Responsible for global marketing strategy and execution

Executive Vice President and Chief Human Resources Officer

 Responsible for all aspects of human resources, including talent acquisition inclusion and diversity, learning,