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Delaware
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47-3108385
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of exchange on which registered
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Common Stock, par value of $0.001 per share
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Nasdaq Global Select Market
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company
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x
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Smaller reporting company
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o
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TABLE OF CONTENTS
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•
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our expectations regarding demand for our products, including continued trends in end-user behavior and technological advancements that may drive such demand;
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•
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our belief that the Company is well positioned to benefit from certain industry trends and advancements, and our expectations of the role we will play in those advancements;
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our plans for growth and innovation opportunities;
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our corporate structure, including our plans with respect to the appropriate number and composition of our reportable segments;
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•
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financial projections and expectations, including profitability of certain business units, plans to reduce costs and improve efficiencies, the effects of seasonality on certain business units, continued reliance on key customers for a significant portion of our revenue, future sources of revenue, competition and pricing pressures, the future impact of certain accounting pronouncements and our estimation of the potential impact and materiality of litigation;
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•
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our plans for continued development, use and protection of our intellectual property;
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our strategies for achieving our current business objectives, including related risks and uncertainties;
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our plans or expectations relating to investments, acquisitions, partnerships and other strategic opportunities;
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our strategies for reducing our dependence on sole suppliers or otherwise mitigating the risk of supply chain interruptions;
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•
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our research and development plans and the expected impact of such plans on our financial performance; and
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•
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our expectations related to our products, including costs associated with the development of new products, product yields, quality and other issues.
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Years Ended
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||||||||||
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June 27, 2015
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June 28, 2014
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June 29, 2013
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||||||
Optical Communications:
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82.9
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%
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85.0
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%
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84.8
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%
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Telecom
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60.6
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%
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60.6
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%
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66.9
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%
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Datacom
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17.4
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%
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14.3
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%
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11.9
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%
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Consumer and Industrial
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4.9
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%
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10.1
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%
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6.0
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%
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Lasers
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17.1
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%
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15.0
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%
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15.2
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%
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•
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changes in general IT spending,
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•
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the imposition of government controls, inclusive of critical infrastructure protection;
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•
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changes or limitations in trade protection laws or other regulatory requirements, which may affect our ability to import or export our products from various countries;
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•
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varying and potentially conflicting regulations;
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•
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fluctuations in local economies;
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•
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wage inflation or a tightening of the labor market; and
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•
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the impact of the following on service provider and government spending patterns: political considerations, unfavorable changes in tax treaties or laws, natural disasters, epidemic disease, labor unrest, earnings expatriation restrictions, misappropriation of intellectual property, military actions, acts of terrorism, political and social unrest and difficulties in staffing and managing international operations.
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•
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diversion of management’s attention from normal daily operations of the business;
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•
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unforeseen expenses, delays or conditions imposed upon the acquisition, including due to required regulatory approvals or consents;
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•
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unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;
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•
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the ability to retain and obtain required regulatory approvals, licenses and permits;
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•
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difficulties and costs in integrating the operations, technologies, products, IT and other systems, facilities and personnel of the purchased businesses;
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potential difficulties in completing projects associated with in-process R&D;
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•
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an acquisition may not further our business strategy as we expected or we may overpay for, or otherwise not realize the expected return on, our investments;
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insufficient net revenue to offset increased expenses associated with acquisitions;
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potential loss of key employees of the acquired companies; and
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difficulty forecasting revenues and margins.
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•
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Prior to the Separation, our business was operated by Viavi as part of its broader corporate organization, rather than as an independent company. Viavi or one of its affiliates performed various corporate functions for our business such as legal, treasury, accounting, auditing, human resources, finance and other corporate functions. Our historical financial results reflect allocations of corporate expenses from Viavi that may differ from our actual operating expenses for these functions in the future. Therefore, our cost related to such functions previously performed by Viavi may increase following the Separation.
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•
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Our business was integrated with the other businesses of Viavi. Historically, we shared economies of scale in costs, employees, vendor and customer relationships. We will need to enter into new arrangements with certain vendors which may result in us paying higher charges than in the past for these services. This could have an adverse effect on our results of operations and financial condition.
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•
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Our working capital requirements and capital for general corporate purposes, including acquisitions and capital expenditures, were historically satisfied as part of the corporate-wide cash management policies of Viavi. Following the Separation, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements.
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After the completion of the Separation, the cost of capital for our business may be higher than Viavi’s cost of capital prior to the Separation.
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any Lumentum Liabilities (as defined in the Separation and Distribution Agreement dated as of July 31, 2015 by and among JDS Uniphase Corporation, Lumentum Holdings Inc. and Lumentum Operations LLC (the "separation agreement"));
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our failure to pay, perform or otherwise promptly discharge any Lumentum Liabilities or contracts, in accordance with their respective terms, whether prior to, at or after the distribution;
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any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by Viavi for our benefit, unless related to a JDSU Liability (as defined in the separation agreement);
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any breach by us of the separation agreement or any of the ancillary agreements or any action by us in contravention of our amended and restated certificate of incorporation or amended and restated bylaws; and
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any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the registration statement and information statement filed in connection with the Separation or any other disclosure document that describes the Separation or the distribution, or us and our subsidiaries, or primarily relates to the transactions contemplated by the separation agreement, subject to certain exceptions.
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the JDSU Liabilities;
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the failure of Viavi or any of its subsidiaries, other than us, to pay, perform or otherwise promptly discharge any of the JDSU Liabilities, in accordance with their respective terms, whether prior to or after the effective time of the distribution;
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any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by us for the benefit of Viavi, unless related to a Lumentum Liability;
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any breach by Viavi or any of its subsidiaries, other than us, of the separation agreement or any of the ancillary agreements; and
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any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information contained in the registration statement or information statement filed in connection with the separation or any other disclosure document that describes the separation or the distribution or primarily relates to the transactions contemplated by the separation agreement, subject to certain exceptions.
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more effective pursuit of our distinct operating priorities and strategies;
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a distinct investment identity allowing investors to evaluate the merits, performance and future prospects of our business separately from Viavi;
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more efficient allocation of our capital;
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direct access to the capital markets; and
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a favorable cash effective tax rate for a number of years.
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returning our assets or your shares in our company to Viavi;
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forcing Viavi to further capitalize us, although there is no assurance Viavi would have the financial ability to do so if such a judgment were rendered;
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voiding our liens and claims against Viavi; or
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providing Viavi with a claim for money damages against us in an amount equal to the difference between the consideration received by Viavi and the fair market value of our company at the time of the Separation.
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provide an auditor’s attestation report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;
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comply with any new rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
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comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise;
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provide certain disclosure regarding executive compensation required of larger public companies; or
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hold a nonbinding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved.
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the end of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement filed under the Securities Act;
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the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion;
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the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period; or
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•
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the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor statute, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.
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•
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the sale of our shares by some stockholders after the distribution because our business profile and market capitalization may not fit their investment objectives;
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the sale by Viavi of the retained shares as required by the terms of the IRS ruling;
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•
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actual or anticipated fluctuations in our operating results;
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•
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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•
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the operating and stock price performance of other comparable companies;
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•
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a shift in our investor base;
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•
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our quarterly or annual earnings, or those of other companies in our industry;
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•
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success or failure of our business strategy;
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•
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our ability to obtain financing as needed;
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•
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changes to the regulatory and legal environment in which we operate;
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•
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announcements by us or our competitors of significant acquisitions or dispositions;
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•
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investor perception of us and our industry;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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overall market fluctuations; and
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•
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general economic and market conditions and other external factors.
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Years Ended
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||||||||||||||
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June 27, 2015
(2)
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June 28, 2014
(1)
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June 29, 2013
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June 30, 2012
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Combined Statement of Operations Data:
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Net revenue
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$
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837.1
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$
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817.9
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$
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769.9
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$
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727.9
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Gross Profit
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257.9
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256.6
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222.8
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204.9
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(Loss) income from operations
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(23.4
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)
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8.7
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3.9
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(4.5
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)
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||||
Net (loss) income
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(3.4
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)
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10.7
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6.5
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2.6
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Net (loss) income per share—basic and diluted
(3)
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$
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(0.06
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)
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$
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0.18
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$
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0.11
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$
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0.04
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Shares used in per share calculation—basic and diluted
(3)
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58.8
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58.8
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58.8
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58.8
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Years Ended
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||||||||||
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June 27, 2015
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June 28, 2014
(1)
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June 29, 2013
|
||||||
Combined Balance Sheet Data:
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|
||||||
Cash and cash equivalents
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$
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14.5
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$
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19.9
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$
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7.8
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Working capital
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188.7
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149.1
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133.4
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|||
Total assets
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512.6
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492.1
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410.7
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|||
Other non-current liabilities
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9.8
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19.6
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17.0
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|||
Total invested equity
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380.7
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335.6
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281.8
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(1)
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During the third quarter of fiscal 2014, we acquired Time-Bandwidth in a transaction accounted for in accordance with the authoritative guidance on business combinations. The Combined Statement of Operations for fiscal 2014 included the results of operations from Time-Bandwidth subsequent to January 27, 2014 and the Combined Balance Sheet as of June 28, 2014 included Time-Bandwidth's financial position.
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(2)
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During the third quarter of fiscal 2015, we settled an audit in a non-U.S. jurisdiction which resulted in the recognition of a $21.8 million tax benefit. In addition, we recognized $14.1 million of additional deferred tax assets which were fully offset by a corresponding increase in the deferred tax valuation allowance.
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(3)
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On August 1, 2015, JDSU distributed 47.1 million shares, or 80.1% of the outstanding shares of Lumentum common stock to existing holders of JDSU common stock. JDSU was renamed Viavi and at the time of distribution, retained 11.7 million shares, or 19.9% of Lumentum’s outstanding shares. Basic and diluted net (loss) income per share for all periods through June 27, 2015 is calculated using the shares of Lumentum common stock outstanding on August 1, 2015. Refer to "
Note 4. Earnings Per Share
" to the audited annual combined financial statements for more detail.
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Years Ended
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|||||||
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June 27, 2015
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June 28, 2014
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June 29, 2013
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Segment net revenue:
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OpComms
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82.9
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%
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85.0
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%
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84.8
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%
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Lasers
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17.1
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15.0
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15.2
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Net revenue
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100.0
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100.0
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100.0
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Cost of sales
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68.3
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67.5
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69.5
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Amortization of acquired technologies
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0.9
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1.1
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1.6
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Gross profit
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30.8
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31.4
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|
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28.9
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Operating expenses:
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Research and development
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16.8
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16.5
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14.8
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Selling, general and administrative
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15.4
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13.2
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13.3
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Restructuring and related charges
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1.4
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0.6
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0.3
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Total operating expenses
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33.6
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30.3
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28.4
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(Loss) income from operations
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(2.8
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)
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1.1
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0.5
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Interest and other income (expense), net
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—
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0.1
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|
|
0.1
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Interest expense
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(0.1
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)
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—
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(0.1
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)
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(Loss) income before taxes
|
(2.9
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)
|
|
1.2
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|
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0.5
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Benefit from income taxes
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(2.5
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)
|
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(0.1
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)
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(0.3
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)
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Net (loss) income
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(0.4
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)%
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1.3
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%
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0.8
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%
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2015
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2014
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Change
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Percentage Change
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2014
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2013
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Change
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Percentage Change
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||||||||||||||
Segment net revenue:
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||||||||||||||
OpComms
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$
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694.1
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|
$
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695.1
|
|
|
$
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(1.0
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)
|
|
(0.1
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)%
|
|
$
|
695.1
|
|
|
$
|
653.1
|
|
|
$
|
42.0
|
|
|
6.4
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%
|
Lasers
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143.0
|
|
|
122.8
|
|
|
20.2
|
|
|
16.4
|
|
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122.8
|
|
|
116.8
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|
6.0
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|
|
5.1
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|
||||||
Net revenue
|
$
|
837.1
|
|
|
$
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817.9
|
|
|
$
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19.2
|
|
|
2.3
|
%
|
|
$
|
817.9
|
|
|
$
|
769.9
|
|
|
$
|
48.0
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||||||||||
Gross profit
|
$
|
257.9
|
|
|
$
|
256.6
|
|
|
$
|
1.3
|
|
|
0.5
|
%
|
|
$
|
256.6
|
|
|
$
|
222.8
|
|
|
$
|
33.8
|
|
|
15.2
|
%
|
Gross margin
|
30.8
|
%
|
|
31.4
|
%
|
|
|
|
|
|
31.4
|
%
|
|
28.9
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
140.8
|
|
|
134.9
|
|
|
5.9
|
|
|
4.4
|
%
|
|
134.9
|
|
|
113.7
|
|
|
21.2
|
|
|
18.6
|
%
|
||||||
Percentage of net revenue
|
16.8
|
%
|
|
16.5
|
%
|
|
|
|
|
|
16.5
|
%
|
|
14.8
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative
|
128.9
|
|
|
108.2
|
|
|
20.7
|
|
|
19.1
|
%
|
|
108.2
|
|
|
102.6
|
|
|
5.6
|
|
|
5.5
|
%
|
||||||
Percentage of net revenue
|
15.4
|
%
|
|
13.2
|
%
|
|
|
|
|
|
13.2
|
%
|
|
13.3
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restructuring and related charges
|
11.6
|
|
|
4.8
|
|
|
6.8
|
|
|
141.7
|
%
|
|
4.8
|
|
|
2.6
|
|
|
2.2
|
|
|
84.6
|
%
|
||||||
Percentage of net revenue
|
1.4
|
%
|
|
0.6
|
%
|
|
|
|
|
|
0.6
|
%
|
|
0.3
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
|||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
162.4
|
|
|
19.4
|
%
|
|
$
|
177.5
|
|
|
21.7
|
%
|
|
$
|
202.0
|
|
|
26.2
|
%
|
Mexico
|
112.7
|
|
|
13.5
|
|
|
111.3
|
|
|
13.6
|
|
|
*
|
|
|
*
|
|
|||
Other Americas
|
31.1
|
|
|
3.6
|
|
|
30.3
|
|
|
3.7
|
|
|
125.9
|
|
|
16.4
|
|
|||
Total Americas
|
$
|
306.2
|
|
|
36.5
|
%
|
|
$
|
319.1
|
|
|
39.0
|
%
|
|
$
|
327.9
|
|
|
42.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hong Kong
|
$
|
120.4
|
|
|
14.4
|
%
|
|
$
|
128.7
|
|
|
15.8
|
%
|
|
$
|
126.6
|
|
|
16.4
|
%
|
Japan
|
106.6
|
|
|
12.7
|
|
|
97.6
|
|
|
11.9
|
|
|
78.4
|
|
|
10.2
|
|
|||
Other Asia-Pacific
|
174.4
|
|
|
20.9
|
|
|
138.6
|
|
|
16.9
|
|
|
125.6
|
|
|
16.3
|
|
|||
Total Asia-Pacific
|
$
|
401.4
|
|
|
48.0
|
%
|
|
$
|
364.9
|
|
|
44.6
|
%
|
|
$
|
330.6
|
|
|
42.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
EMEA
|
$
|
129.5
|
|
|
15.5
|
%
|
|
$
|
133.9
|
|
|
16.4
|
%
|
|
$
|
111.4
|
|
|
14.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total net revenue
|
$
|
837.1
|
|
|
|
|
$
|
817.9
|
|
|
|
|
$
|
769.9
|
|
|
|
|||
* Represents less than 10% of total net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
Gross Margin
|
|||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||
OpComms
|
$
|
204.8
|
|
|
$
|
212.3
|
|
|
$
|
187.7
|
|
|
29.5
|
%
|
|
30.5
|
%
|
|
28.7
|
%
|
Lasers
|
67.4
|
|
|
59.8
|
|
|
52.8
|
|
|
47.1
|
%
|
|
48.7
|
%
|
|
45.2
|
%
|
|||
Segment total
|
$
|
272.2
|
|
|
$
|
272.1
|
|
|
$
|
240.5
|
|
|
32.5
|
%
|
|
33.3
|
%
|
|
31.2
|
%
|
Unallocated corporate items (1)
|
(14.3
|
)
|
|
(15.5
|
)
|
|
(17.7
|
)
|
|
|
|
|
|
|
||||||
Total
|
$
|
257.9
|
|
|
$
|
256.6
|
|
|
$
|
222.8
|
|
|
30.8
|
%
|
|
31.4
|
%
|
|
28.9
|
%
|
•
|
During the second and fourth quarters of fiscal 2015, management approved restructuring plans to optimize operations and gain efficiencies by closing the Bloomfield, Connecticut site and consolidating roles and responsibilities across functions in connection with the Separation. As a result, a restructuring charge of $5.1 million was recorded for severance and employee benefits during fiscal 2015. In total approximately 200 employees in manufacturing, R&D and SG&A functions located in North America, Europe and Asia were impacted. Payments related to the remaining severance and benefits accrual are expected to be paid by the end of the second quarter of fiscal 2017.
|
•
|
During the first quarter of fiscal 2015, management approved a plan to optimize operations and gain efficiencies by closing the Robbinsville, New Jersey site and consolidating roles and responsibilities across North America. As a result, a restructuring charge of $1.5 million was recorded for severance and employee benefits during fiscal 2015. In total approximately 30 employees in manufacturing, R&D and SG&A functions located in North America were impacted. Payments related to the remaining severance and benefits accrual are expected to be paid by the end of the first quarter of fiscal 2016.
|
•
|
The accompanying audited annual combined statements of operations include allocated cost of $3.9 million for restructuring and related charges related to Viavi's corporate and shared services employees.
|
•
|
During the fourth quarter of fiscal 2014, management approved a plan to close the Serangoon office located in Singapore and move to a lower cost region in order to reduce manufacturing and R&D expenses. As a result, a restructuring charge of $1.7 million was recorded for severance and employee benefits for approximately 40 employees primarily in manufacturing and R&D functions. Payments related to the remaining severance and benefits accrual were paid by the end of the fourth quarter of fiscal 2015.
|
•
|
We also incurred restructuring and related charges of $0.8 million from restructuring plans approved prior to fiscal 2014 primarily related to manufacturing transfer costs for transfer of certain production processes into existing sites in the United States or to contract manufacturers.
|
•
|
The accompanying audited annual combined statements of operations include allocated costs of $2.3 million for restructuring and related charges related to Viavi's corporate and shared services employees.
|
•
|
During the fourth quarter of fiscal 2013, management approved a plan to re-align certain functions to drive organizational efficiency and enhance the product line marketing leadership. As a result, a restructuring charge of $1.2 million was recorded for severance and employee benefits for approximately 30 employees primarily in manufacturing, R&D and SG&A functions located in the North America and Asia. Payments related to the severance and benefits accrual were paid by the end of the fourth quarter of fiscal 2014.
|
•
|
During the third quarter of fiscal 2013, management approved a plan to transition certain functions to an offshore contract manufacturer to align with our continuous efforts to optimize our supply chain. As a result, a restructuring charge of $0.9 million was recorded for severance and employee benefits for approximately 40 employees primarily in manufacturing, R&D and SG&A functions located in the United States. Payments related to the severance and benefits accrual are expected to be paid by the end of the first quarter of fiscal 2017.
|
•
|
During the first quarter of fiscal 2013, management approved a plan to terminate the concentrated photovoltaic product line based on limited opportunities for market growth. As a result, a restructuring charge of $0.4 million was recorded for severance and employee benefits for approximately 10 employees primarily in manufacturing, R&D and SG&A functions located in United States, Europe, and Asia. Payments related to the severance and benefits accrual were paid by the end of the fourth quarter of fiscal 2013.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligations—expected cash payments
|
$
|
2.1
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Purchase obligations (1)
|
94.8
|
|
|
90.9
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations (1)
|
29.6
|
|
|
6.6
|
|
|
11.9
|
|
|
5.9
|
|
|
5.2
|
|
|||||
Pension and post-retirement benefit payments (2)
|
2.1
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
1.8
|
|
|||||
Other non-current liabilities related to an acquisition holdbacks (3)
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
130.9
|
|
|
$
|
100.1
|
|
|
$
|
16.5
|
|
|
$
|
6.1
|
|
|
$
|
8.2
|
|
•
|
global economic conditions which affect demand for our products and services and impact the financial stability of our suppliers and customers;
|
•
|
changes in accounts receivable, inventory or other operating assets and liabilities which affect our working capital;
|
•
|
increase in capital expenditures to support the revenue growth opportunity of our business;
|
•
|
the tendency of customers to delay payments or to negotiate favorable payment terms to manage their own liquidity positions;
|
•
|
timing of payments to our suppliers;
|
•
|
factoring or sale of accounts receivable;
|
•
|
volatility in fixed income and credit which impact the liquidity and valuation of our investment portfolios;
|
•
|
volatility in foreign exchange markets which impacts our financial results;
|
•
|
possible investments or acquisitions of complementary businesses, products or technologies;
|
•
|
issuance of debt or equity securities; and
|
•
|
potential funding of pension liabilities either voluntarily or as required by law or regulation.
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Net revenue
|
837.1
|
|
|
817.9
|
|
|
769.9
|
|
|||
Cost of sales
|
571.6
|
|
|
552.3
|
|
|
534.9
|
|
|||
Amortization of acquired technologies
|
7.6
|
|
|
9.0
|
|
|
12.2
|
|
|||
Gross profit
|
257.9
|
|
|
256.6
|
|
|
222.8
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
140.8
|
|
|
134.9
|
|
|
113.7
|
|
|||
Selling, general and administrative
|
128.9
|
|
|
108.2
|
|
|
102.6
|
|
|||
Restructuring and related charges
|
11.6
|
|
|
4.8
|
|
|
2.6
|
|
|||
Total operating expenses
|
281.3
|
|
|
247.9
|
|
|
218.9
|
|
|||
(Loss) income from operations
|
(23.4
|
)
|
|
8.7
|
|
|
3.9
|
|
|||
Interest and other income (expense), net
|
(0.4
|
)
|
|
1.3
|
|
|
0.8
|
|
|||
Interest expense
|
(0.7
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|||
(Loss) income before income taxes
|
(24.5
|
)
|
|
9.8
|
|
|
3.7
|
|
|||
Benefit from income taxes
|
(21.1
|
)
|
|
(0.9
|
)
|
|
(2.8
|
)
|
|||
Net (loss) income
|
(3.4
|
)
|
|
10.7
|
|
|
6.5
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income per share - basic and diluted
(a)
|
$
|
(0.06
|
)
|
|
$
|
0.18
|
|
|
$
|
0.11
|
|
Basic and diluted average shares outstanding
(a)
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
(a)
|
On August 1, 2015, JDS Uniphase Corporation (“JDSU”) distributed
47.1 million
shares, or
80.1%
of the outstanding shares of common stock of Lumentum Holdings Inc. (“Lumentum”) to existing holders of JDSU common stock. JDSU was renamed Viavi Solutions Inc. (“Viavi”) and at the time of the distribution, retained
11.7 million
shares, or
19.9%
of Lumentum’s outstanding shares. Basic and diluted net (loss) income per share for all periods through June 27, 2015 is calculated using the shares of Lumentum common stock outstanding on August 1, 2015. Refer to "
Note 4. Earnings Per Share
" to the audited annual combined financial statements for more detail.
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Net (loss) income
|
$
|
(3.4
|
)
|
|
$
|
10.7
|
|
|
$
|
6.5
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Net change in cumulative translation adjustment, net of tax
|
(9.3
|
)
|
|
(1.6
|
)
|
|
(1.7
|
)
|
|||
Net change in defined benefit obligation, net of tax
|
|
|
|
|
|
||||||
Unrealized actuarial losses arising during the period
|
(0.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Net change in accumulated other comprehensive (loss) income
|
(10.2
|
)
|
|
(1.9
|
)
|
|
(1.7
|
)
|
|||
Comprehensive (loss) income
|
$
|
(13.6
|
)
|
|
$
|
8.8
|
|
|
$
|
4.8
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
14.5
|
|
|
$
|
19.9
|
|
Accounts receivable, net
|
150.5
|
|
|
136.5
|
|
||
Inventories
|
99.7
|
|
|
96.5
|
|
||
Prepayments and other current assets
|
46.1
|
|
|
33.1
|
|
||
Total current assets
|
310.8
|
|
|
286.0
|
|
||
Property, plant and equipment, net
|
143.2
|
|
|
136.5
|
|
||
Goodwill and intangibles, net
|
27.4
|
|
|
35.8
|
|
||
Deferred income taxes
|
30.3
|
|
|
33.3
|
|
||
Other non-current assets
|
0.9
|
|
|
0.5
|
|
||
Total assets
|
$
|
512.6
|
|
|
492.1
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
77.8
|
|
|
$
|
82.1
|
|
Accrued payroll and related expenses
|
17.7
|
|
|
19.2
|
|
||
Income taxes payable
|
3.7
|
|
|
14.7
|
|
||
Accrued expenses
|
11.5
|
|
|
9.4
|
|
||
Other current liabilities
|
11.4
|
|
|
11.5
|
|
||
Total current liabilities
|
122.1
|
|
|
136.9
|
|
||
Other non-current liabilities
|
9.8
|
|
|
19.6
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Viavi net investment
|
368.2
|
|
|
312.9
|
|
||
Accumulated other comprehensive (loss) income
|
12.5
|
|
|
22.7
|
|
||
Total stockholders’ equity
|
380.7
|
|
|
335.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
512.6
|
|
|
$
|
492.1
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(3.4
|
)
|
|
$
|
10.7
|
|
|
$
|
6.5
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
43.0
|
|
|
35.5
|
|
|
33.6
|
|
|||
Amortization of acquired technologies and other intangibles
|
8.0
|
|
|
9.3
|
|
|
12.4
|
|
|||
Stock-based compensation
|
18.2
|
|
|
18.5
|
|
|
16.3
|
|
|||
Other non-cash (income) expenses
|
(2.1
|
)
|
|
(1.4
|
)
|
|
1.6
|
|
|||
Changes in operating assets and liabilities, net of impact of acquisitions of businesses and dispositions of assets:
|
|
|
|
|
|
||||||
Accounts receivable
|
(17.8
|
)
|
|
(15.1
|
)
|
|
6.9
|
|
|||
Inventories
|
(6.2
|
)
|
|
(13.5
|
)
|
|
(4.4
|
)
|
|||
Other current and non-currents assets
|
(14.5
|
)
|
|
3.5
|
|
|
(9.2
|
)
|
|||
Accounts payable
|
0.9
|
|
|
18.7
|
|
|
(8.2
|
)
|
|||
Income taxes payable
|
(10.8
|
)
|
|
(0.5
|
)
|
|
(2.7
|
)
|
|||
Deferred taxes, net
|
1.9
|
|
|
(2.5
|
)
|
|
(4.6
|
)
|
|||
Accrued payroll and related expenses
|
(1.0
|
)
|
|
0.6
|
|
|
2.9
|
|
|||
Accrued expenses and other current and non-current liabilities
|
(6.9
|
)
|
|
(1.0
|
)
|
|
3.8
|
|
|||
Net cash provided by operating activities
|
9.3
|
|
|
62.8
|
|
|
54.9
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|||
Capital expenditures
|
(53.7
|
)
|
|
(64.2
|
)
|
|
(31.9
|
)
|
|||
Proceeds from the sale of property and equipment
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(53.5
|
)
|
|
(76.9
|
)
|
|
(31.9
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net transfers from (to) Viavi
|
40.7
|
|
|
26.2
|
|
|
(27.7
|
)
|
|||
Net cash provided by (used in) financing activities
|
40.7
|
|
|
26.2
|
|
|
(27.7
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
(1.9
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(5.4
|
)
|
|
12.1
|
|
|
(5.5
|
)
|
|||
Cash and cash equivalents at beginning of period
|
19.9
|
|
|
7.8
|
|
|
13.3
|
|
|||
Cash and cash equivalents at end of period
|
$
|
14.5
|
|
|
$
|
19.9
|
|
|
$
|
7.8
|
|
|
Viavi Net Investment
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Total Invested Equity
|
||||||
Balance as of June 30, 2012
|
$
|
261.5
|
|
|
$
|
26.3
|
|
|
$
|
287.8
|
|
Net income
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|||
Other comprehensive loss
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|||
Net transfers to Viavi
|
(10.8
|
)
|
|
—
|
|
|
(10.8
|
)
|
|||
Balance as of June 29, 2013
|
257.2
|
|
|
24.6
|
|
|
281.8
|
|
|||
Net income
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|||
Other comprehensive loss
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|||
Net transfers from Viavi
|
45.0
|
|
|
—
|
|
|
45.0
|
|
|||
Balance as of June 28, 2014
|
312.9
|
|
|
22.7
|
|
|
335.6
|
|
|||
Net loss
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||
Other comprehensive loss
|
—
|
|
|
(10.2
|
)
|
|
(10.2
|
)
|
|||
Net transfers from Viavi
|
58.7
|
|
|
—
|
|
|
58.7
|
|
|||
Balance as of June 27, 2015
|
$
|
368.2
|
|
|
$
|
12.5
|
|
|
$
|
380.7
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Research and development
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative
|
$
|
82.5
|
|
|
$
|
63.5
|
|
|
$
|
58.2
|
|
Restructuring and related charges
|
3.9
|
|
|
2.3
|
|
|
—
|
|
|||
Interest and other (income) expenses, net
|
0.4
|
|
|
(1.3
|
)
|
|
(0.8
|
)
|
|||
Interest expense
|
0.7
|
|
|
0.2
|
|
|
1.0
|
|
|||
Total allocated costs
|
$
|
87.9
|
|
|
$
|
64.7
|
|
|
$
|
58.4
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(3.4
|
)
|
|
$
|
10.7
|
|
|
$
|
6.5
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
|||
Basic and diluted net (loss) income per share
|
$
|
(0.06
|
)
|
|
$
|
0.18
|
|
|
$
|
0.11
|
|
|
Foreign currency translation adjustments, net of tax
|
|
Defined benefit obligation, net of tax (1)
|
|
Total
|
||||||
Beginning balance as of June 28, 2014
|
$
|
23.0
|
|
|
$
|
(0.3
|
)
|
|
$
|
22.7
|
|
Other comprehensive loss before reclassification
|
(9.3
|
)
|
|
(0.9
|
)
|
|
(10.2
|
)
|
|||
Net current-period other comprehensive loss
|
(9.3
|
)
|
|
(0.9
|
)
|
|
(10.2
|
)
|
|||
Ending balance as of June 27, 2015
|
$
|
13.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
12.5
|
|
Accounts receivable
|
$
|
1.4
|
|
Inventories
|
5.0
|
|
|
Property and equipment
|
1.5
|
|
|
Accounts payable
|
(0.6
|
)
|
|
Accrued expenses and other liabilities, net of other assets
|
(3.5
|
)
|
|
Deferred tax liabilities, net
|
(1.8
|
)
|
|
Net tangible assets acquired
|
$
|
2.0
|
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Finished goods
|
$
|
60.1
|
|
|
$
|
50.6
|
|
Work in process
|
23.4
|
|
|
31.2
|
|
||
Raw materials and purchased parts
|
16.2
|
|
|
14.7
|
|
||
Inventories
|
$
|
99.7
|
|
|
$
|
96.5
|
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Prepayments
|
$
|
20.4
|
|
|
$
|
15.4
|
|
Advances to contract manufacturers
|
9.5
|
|
|
8.6
|
|
||
Other current assets
|
16.2
|
|
|
9.1
|
|
||
Prepayments and other current assets
|
$
|
46.1
|
|
|
$
|
33.1
|
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Land
|
$
|
5.9
|
|
|
$
|
5.9
|
|
Buildings and improvement
|
28.6
|
|
|
28.1
|
|
||
Machinery and equipment
|
326.4
|
|
|
299.4
|
|
||
Furniture and fixtures and software
|
8.0
|
|
|
8.2
|
|
||
Leasehold improvements
|
20.5
|
|
|
20.0
|
|
||
Construction in progress
|
26.8
|
|
|
16.1
|
|
||
|
416.2
|
|
|
377.7
|
|
||
Less: Accumulated depreciation
|
(273.0
|
)
|
|
(241.2
|
)
|
||
Property, plant and equipment, net
|
$
|
143.2
|
|
|
$
|
136.5
|
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Warranty accrual
|
$
|
2.8
|
|
|
$
|
2.7
|
|
Restructuring accrual
|
3.2
|
|
|
2.2
|
|
||
VAT liabilities
|
0.2
|
|
|
2.8
|
|
||
Other
|
5.2
|
|
|
3.8
|
|
||
Other current liabilities
|
$
|
11.4
|
|
|
$
|
11.5
|
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Long-term taxes payable
|
$
|
0.1
|
|
|
$
|
8.9
|
|
Pension accrual
|
2.1
|
|
|
1.6
|
|
||
Asset retirement obligation
|
1.8
|
|
|
0.9
|
|
||
Deferred rent
|
1.7
|
|
|
2.3
|
|
||
Severance accrual
|
1.7
|
|
|
—
|
|
||
Other
|
2.4
|
|
|
5.9
|
|
||
Other non-current liabilities
|
$
|
9.8
|
|
|
$
|
19.6
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Foreign exchange gains (losses), net
|
$
|
(0.3
|
)
|
|
$
|
1.6
|
|
|
$
|
1.1
|
|
Other income (expense), net
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Interest and other income (expense), net
|
$
|
(0.4
|
)
|
|
$
|
1.3
|
|
|
$
|
0.8
|
|
|
|
Optical Communications
|
|
Commercial Lasers
|
|
Total
|
||||||
Balance as of June 29, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Goodwill from Time-Bandwidth acquisition (1)
|
—
|
|
|
5.8
|
|
|
5.8
|
|
|||
|
Currency translation and other adjustments
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Balance as of June 28, 2014
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
5.9
|
|
|
|
Currency translation and other adjustments
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Balance as of June 27, 2015
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
5.6
|
|
As of June 27, 2015
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Acquired developed technology
|
$
|
103.2
|
|
|
$
|
(82.2
|
)
|
|
$
|
21.0
|
|
Other
|
9.4
|
|
|
(8.6
|
)
|
|
0.8
|
|
|||
Total Intangibles
|
$
|
112.6
|
|
|
$
|
(90.8
|
)
|
|
$
|
21.8
|
|
As of June 28, 2014
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Acquired developed technology
|
$
|
105.3
|
|
|
$
|
(76.4
|
)
|
|
$
|
28.9
|
|
Other
|
9.7
|
|
|
(8.7
|
)
|
|
1.0
|
|
|||
Total Intangibles
|
$
|
115.0
|
|
|
$
|
(85.1
|
)
|
|
$
|
29.9
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Cost of sales
|
$
|
7.6
|
|
|
$
|
9.0
|
|
|
$
|
12.2
|
|
Operating expense
|
0.4
|
|
|
0.3
|
|
|
0.2
|
|
|||
Total
|
$
|
8.0
|
|
|
$
|
9.3
|
|
|
$
|
12.4
|
|
Fiscal Years
|
|
||
2016
|
$
|
7.1
|
|
2017
|
6.7
|
|
|
2018
|
2.8
|
|
|
2019
|
2.6
|
|
|
Thereafter
|
2.6
|
|
|
Total amortization
|
$
|
21.8
|
|
|
Balance June 28, 2014
|
|
Fiscal Year 2015 Charges
|
|
Cash Settlements
|
|
Balance June 27, 2015
|
||||
Fiscal 2015 Plans
|
|
|
|
|
|
|
|
||||
Separation Restructuring Plan (Workforce Reduction)
|
—
|
|
|
5.1
|
|
|
(0.5
|
)
|
|
4.6
|
|
Robbinsville Closure Plan:
|
|
|
|
|
|
|
|
||||
Workforce Reduction
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
|
—
|
|
Lease Costs
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
Transfer Costs
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
Total Robbinsville Closure Plan
|
—
|
|
|
1.7
|
|
|
(1.7
|
)
|
|
—
|
|
Fiscal 2014 Plans
|
|
|
|
|
|
|
|
||||
Serangoon Closure Plan:
|
|
|
|
|
|
|
|
|
|||
Workforce Reduction
|
1.7
|
|
|
0.1
|
|
|
(1.8
|
)
|
|
—
|
|
Lease Costs
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
Total Serangoon Closure Plan
|
1.7
|
|
|
0.4
|
|
|
(2.1
|
)
|
|
—
|
|
Fiscal 2013 Plans
|
|
|
|
|
|
|
|
||||
Other Plans
|
0.5
|
|
|
0.5
|
|
|
(0.7
|
)
|
|
0.3
|
|
|
|
|
|
|
|
|
|
||||
Total
|
2.2
|
|
|
7.7
|
|
|
(5.0
|
)
|
|
4.9
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Domestic
|
$
|
(58.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(3.7
|
)
|
Foreign
|
34.2
|
|
|
10.1
|
|
|
7.4
|
|
|||
Income before income taxes
|
$
|
(24.5
|
)
|
|
$
|
9.8
|
|
|
$
|
3.7
|
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
(20.3
|
)
|
|
2.3
|
|
|
2.5
|
|
|||
Deferred
|
(0.9
|
)
|
|
(3.0
|
)
|
|
(5.3
|
)
|
|||
|
(21.2
|
)
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|||
Total income tax (benefit) expense
|
$
|
(21.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(2.8
|
)
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Income tax (benefit) expense computed at federal statutory rate
|
$
|
(8.6
|
)
|
|
$
|
3.4
|
|
|
$
|
1.3
|
|
Foreign rate differential
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Valuation allowance
|
(2.2
|
)
|
|
(2.4
|
)
|
|
(3.7
|
)
|
|||
Reversal of previously accrued taxes
|
(21.8
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Research and experimentation benefits and other tax credits
|
(3.1
|
)
|
|
(4.4
|
)
|
|
(3.7
|
)
|
|||
Permanent items
|
13.2
|
|
|
1.9
|
|
|
1.6
|
|
|||
Unrecognized tax benefits
|
1.0
|
|
|
0.9
|
|
|
1.2
|
|
|||
Other
|
0.2
|
|
|
—
|
|
|
0.4
|
|
|||
Total income tax (benefit) expense
|
$
|
(21.1
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(2.8
|
)
|
|
Years Ended
|
|||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
|||
Gross deferred tax assets:
|
|
|
|
|
|
|||
Tax credit carryforwards
|
41.6
|
|
|
33.8
|
|
|
30.2
|
|
Net operating loss carryforwards
|
61.0
|
|
|
91.4
|
|
|
99.9
|
|
Inventories
|
7.7
|
|
|
6.7
|
|
|
5.8
|
|
Accruals and reserves
|
4.1
|
|
|
4.2
|
|
|
4.1
|
|
Fixed assets
|
21.7
|
|
|
24.2
|
|
|
26.7
|
|
Capital loss carryforwards
|
12.4
|
|
|
14.3
|
|
|
14.7
|
|
Unclaimed research and experimental development expenditure
|
16.7
|
|
|
15.5
|
|
|
12.2
|
|
Other
|
5.4
|
|
|
7.0
|
|
|
7.5
|
|
Acquisition-related items
|
29.4
|
|
|
32.6
|
|
|
60.6
|
|
Gross deferred tax assets
|
200.0
|
|
|
229.7
|
|
|
261.7
|
|
Valuation allowance
|
(160.0
|
)
|
|
(184.6
|
)
|
|
(215.3
|
)
|
Deferred tax assets
|
40.0
|
|
|
45.1
|
|
|
46.4
|
|
Gross deferred tax liabilities:
|
|
|
|
|
|
|||
Acquisition-related items
|
(6.7
|
)
|
|
(9.4
|
)
|
|
(11.2
|
)
|
Undistributed foreign earnings
|
(2.6
|
)
|
|
(2.4
|
)
|
|
(3.2
|
)
|
Other
|
(1.2
|
)
|
|
(0.9
|
)
|
|
—
|
|
Deferred tax liabilities
|
(10.5
|
)
|
|
(12.7
|
)
|
|
(14.4
|
)
|
Total net deferred tax assets
|
29.5
|
|
|
32.4
|
|
|
32.0
|
|
Balance at June 30, 2012
|
$
|
25.3
|
|
Reductions due to foreign currency rate fluctuation
|
(0.5
|
)
|
|
Reductions based on ITC expiration
|
(2.4
|
)
|
|
Balance at June 29, 2013
|
$
|
22.4
|
|
Reductions due to foreign currency rate fluctuation
|
(0.5
|
)
|
|
Balance at June 28, 2014
|
21.9
|
|
|
Reductions based on the tax positions related to the prior year
|
(21.8
|
)
|
|
Additions based on tax positions related to current year
|
0.1
|
|
|
Balance at June 27, 2015
|
$
|
0.2
|
|
Tax Jurisdictions
|
|
Tax Years
|
United States
|
|
2011 and onward
|
Canada
|
|
2008 and onward
|
China
|
|
2010 and onward
|
Japan
|
|
2011 and onward
|
|
Years Ended
|
|||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
|||
Cost of sales
|
5.1
|
|
|
5.6
|
|
|
5.5
|
|
Research and development
|
7.3
|
|
|
7.3
|
|
|
6.1
|
|
Selling, general and administrative
|
14.7
|
|
|
12.9
|
|
|
11.2
|
|
|
27.1
|
|
|
25.8
|
|
|
22.8
|
|
|
Options Outstanding
|
||||
|
Number of Shares
|
Weighted-Average Exercise Price
|
|||
Balance as of June 28, 2014
|
1.2
|
|
|
9.97
|
|
Exercised
|
(0.4
|
)
|
|
8.56
|
|
Balance as of June 27, 2015
|
0.8
|
|
|
10.37
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||
Range of
Exercise Prices
|
|
Number
of Shares
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
(in millions)
|
|
Number
of Shares
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
(in millions)
|
||||||||||
$0.00 - 10.00
|
|
326,944
|
|
|
2.0
|
|
$
|
5.20
|
|
|
$
|
2.2
|
|
|
326,944
|
|
|
2.0
|
|
$
|
5.20
|
|
|
$
|
2.2
|
|
10.01 - 20.00
|
|
397,503
|
|
|
3.0
|
|
10.46
|
|
|
0.6
|
|
|
397,503
|
|
|
3.0
|
|
10.46
|
|
|
0.6
|
|
||||
20.01 - 30.00
|
|
112,500
|
|
|
3.6
|
|
25.05
|
|
|
—
|
|
|
112,500
|
|
|
3.6
|
|
25.05
|
|
|
—
|
|
||||
|
|
836,947
|
|
|
2.7
|
|
10.37
|
|
|
$
|
2.8
|
|
|
836,947
|
|
|
2.7
|
|
10.37
|
|
|
$
|
2.8
|
|
Purchase Date
|
May 29, 2015
|
|
January 30, 2015
|
|
July 31, 2014
|
||||||
Shares Issued
|
149,330
|
|
|
250,666
|
|
|
221,998
|
|
|||
Fair market value at purchase date
|
$
|
12.82
|
|
|
$
|
12.15
|
|
|
$
|
11.87
|
|
|
Full Value Awards
|
|||||||||||
|
Performance-based shares with market conditions
|
|
Time-based shares
|
|
Total number of shares
|
|
Weighted-average grant-dated fair value
|
|||||
Non-vested at June 28, 2014
|
0.3
|
|
|
2.7
|
|
|
3.0
|
|
|
$
|
13.11
|
|
Awards granted
|
0.2
|
|
|
1.6
|
|
|
1.8
|
|
|
11.70
|
|
|
Awards vested
|
(0.1
|
)
|
|
(1.4
|
)
|
|
(1.5
|
)
|
|
13.11
|
|
|
Awards forfeited
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
12.18
|
|
|
Non-vested at June 27, 2015
|
0.3
|
|
|
2.5
|
|
|
2.8
|
|
|
$
|
12.38
|
|
|
Years Ended
|
|||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
|||
Volatility of common stock
|
40.8
|
%
|
|
53.9
|
%
|
|
57.5
|
%
|
Average volatility
|
53.4
|
%
|
|
58.6
|
%
|
|
58.3
|
%
|
Average correlation coefficient
|
0.2156
|
|
|
0.2920
|
|
|
0.3208
|
|
Risk-free interest rate
|
0.6
|
%
|
|
0.8
|
%
|
|
0.4
|
%
|
|
Pension Benefit Plans
|
||||||
|
2015
|
|
2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
4.6
|
|
|
$
|
—
|
|
Acquisitions
|
—
|
|
|
3.8
|
|
||
Service cost
|
0.3
|
|
|
0.1
|
|
||
Interest cost
|
0.1
|
|
|
—
|
|
||
Plan participants' contribution
|
0.3
|
|
|
0.1
|
|
||
Actuarial (gains)/losses
|
1.2
|
|
|
0.4
|
|
||
Benefits paid
|
0.4
|
|
|
0.2
|
|
||
Foreign exchange impact
|
(0.2
|
)
|
|
—
|
|
||
Benefit obligation at end of year
|
$
|
6.7
|
|
|
$
|
4.6
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
3.0
|
|
|
$
|
—
|
|
Acquisitions
|
—
|
|
|
2.7
|
|
||
Actual return on plan assets
|
0.2
|
|
|
0.1
|
|
||
Employer contribution
|
0.8
|
|
|
(0.1
|
)
|
||
Plan participants' contribution
|
0.3
|
|
|
0.1
|
|
||
Benefits paid
|
0.4
|
|
|
0.2
|
|
||
Foreign exchange impact
|
(0.1
|
)
|
|
—
|
|
||
Fair value of plan assets at end of year
|
$
|
4.6
|
|
|
$
|
3.0
|
|
Funded status
|
$
|
(2.1
|
)
|
|
$
|
(1.6
|
)
|
Accumulated benefit obligation
|
$
|
5.6
|
|
|
$
|
3.7
|
|
|
Pension Benefit Plans
|
||||
|
2015
|
|
2014
|
||
Assumptions used to determine net periodic cost:
|
|
|
|
||
Discount rate
|
2.0
|
%
|
|
2.4
|
%
|
Expected long-term return on plan assets
|
3.2
|
%
|
|
3.3
|
%
|
Rate of pension increase
|
2.3
|
%
|
|
2.3
|
%
|
Assumptions used to determine benefit obligation at end of year:
|
|
|
|
||
Discount rate
|
1.1
|
%
|
|
2.0
|
%
|
Rate of pension increase
|
2.3
|
%
|
|
—
|
|
|
|
|
|
|
|
Fair value measurement as of June 27, 2015
|
|||||||||||
|
Target Allocation
|
Total
|
|
Percentage of Plan Asset
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs (Level 2)
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Global equity
|
23
|
%
|
|
$
|
1.3
|
|
|
28.2
|
%
|
|
$
|
—
|
|
|
$
|
1.3
|
|
Fixed income
|
36
|
%
|
|
1.6
|
|
|
34.8
|
%
|
|
—
|
|
|
1.6
|
|
|||
Cash
|
1
|
%
|
|
0.1
|
|
|
2.2
|
%
|
|
0.1
|
|
|
—
|
|
|||
Other
|
40
|
%
|
|
1.6
|
|
|
34.8
|
%
|
|
—
|
|
|
1.6
|
|
|||
Total Assets
|
|
|
$
|
4.6
|
|
|
100.0
|
%
|
|
$
|
0.1
|
|
|
$
|
4.5
|
|
|
|
|
|
|
|
Fair value measurement as of June 28, 2014
|
|||||||||||
|
Target Allocation
|
Total
|
|
Percentage of Plan Asset
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs (Level 2)
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Global equity
|
21
|
%
|
|
$
|
0.7
|
|
|
23.3
|
%
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Fixed income
|
43
|
%
|
|
1.3
|
|
|
43.3
|
%
|
|
—
|
|
|
1.3
|
|
|||
Other
|
36
|
%
|
|
1.0
|
|
|
33.4
|
%
|
|
—
|
|
|
1.0
|
|
|||
Total Assets
|
|
|
$
|
3.0
|
|
|
100.0
|
%
|
|
$
|
—
|
|
|
$
|
3.0
|
|
2016
|
$
|
6.6
|
|
2017
|
6.5
|
|
|
2018
|
5.4
|
|
|
2019
|
3.7
|
|
|
2020
|
2.2
|
|
|
Thereafter
|
5.2
|
|
|
Total minimum operating lease payments
|
$
|
29.6
|
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Balance as of beginning of year
|
$
|
2.7
|
|
|
$
|
3.3
|
|
Provision for warranty
|
3.8
|
|
|
3.3
|
|
||
Utilization of reserve
|
(3.4
|
)
|
|
(2.6
|
)
|
||
Adjustments related to pre-existing warranties (including changes in estimates)
|
(0.3
|
)
|
|
(1.3
|
)
|
||
Balance as of June 27, 2015 and June 28, 2014
|
$
|
2.8
|
|
|
$
|
2.7
|
|
(i)
|
OpComms: Our OpComms portfolio includes products used by Telecom and Datacom network equipment manufacturers ("NEMs") and both traditional and cloud/data center service providers. These products enable the transmission and transport of video, audio and text data over high-capacity fiber optic cables. Transmission products primarily consist of optical transceivers, optical transponders, and their supporting components such as modulators and source lasers, including innovative products such as the Tunable Small Form-factor Pluggable Plus transceiver. Transport products primarily consist of modules or sub-systems containing optical amplifiers, reconfigurable optical add/drop multiplexers ("ROADMs") or Wavelength Selective Switches, Optical Channel Monitors and their supporting components. Our products for 3-D sensing applications, formerly referred to as our gesture recognition products, include a light source
|
(ii)
|
Lasers: Our Lasers products serve customers in markets and applications such as manufacturing, biotechnology, graphics and imaging, remote sensing, and precision machining such as drilling in printed circuit boards, wafer singulation and solar cell scribing. These products include diode, direct-diode, diode-pumped solid-state, fiber, and gas lasers. In addition, our photonic power products include fiber optic-based systems for delivering and measuring electrical power.
|
|
Years Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
OpComms
|
$
|
694.1
|
|
|
$
|
695.1
|
|
|
$
|
653.1
|
|
Lasers
|
143.0
|
|
|
122.8
|
|
|
116.8
|
|
|||
Net revenue
|
$
|
837.1
|
|
|
$
|
817.9
|
|
|
$
|
769.9
|
|
Gross profit:
|
|
|
|
|
|
||||||
OpComms
|
204.8
|
|
|
212.3
|
|
|
187.7
|
|
|||
Lasers
|
67.4
|
|
|
59.8
|
|
|
52.8
|
|
|||
Total segment gross profit
|
272.2
|
|
|
272.1
|
|
|
240.5
|
|
|||
Unallocated amounts:
|
|
|
|
|
|
||||||
Stock-based compensation
|
(5.1
|
)
|
|
(5.6
|
)
|
|
(5.5
|
)
|
|||
Amortization of intangibles
|
(7.6
|
)
|
|
(9.0
|
)
|
|
(12.2
|
)
|
|||
Other charges related to non-recurring activities
|
(1.6
|
)
|
|
(0.9
|
)
|
|
—
|
|
|||
Gross profit
|
$
|
257.9
|
|
|
$
|
256.6
|
|
|
$
|
222.8
|
|
|
|
Years Ended
|
||||||||||
|
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
Optical Communications:
|
|
|
82.9
|
%
|
|
|
85.0
|
%
|
|
|
84.8
|
%
|
Telecom
|
|
|
60.6
|
%
|
|
|
60.6
|
%
|
|
|
66.9
|
%
|
Datacom
|
|
|
17.4
|
%
|
|
|
14.3
|
%
|
|
|
11.9
|
%
|
Consumer and Industrial
|
|
|
4.9
|
%
|
|
|
10.1
|
%
|
|
|
6.0
|
%
|
Lasers
|
|
|
17.1
|
%
|
|
|
15.0
|
%
|
|
|
15.2
|
%
|
|
Years Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
Property, Plant and Equipment, net
|
|
|
|
||||
United States
|
$
|
63.0
|
|
|
$
|
55.9
|
|
Canada
|
13.5
|
|
|
9.9
|
|
||
China
|
34.4
|
|
|
37.5
|
|
||
Thailand
|
29.0
|
|
|
29.7
|
|
||
Other Asia-Pacific
|
1.2
|
|
|
1.8
|
|
||
EMEA
|
2.1
|
|
|
1.7
|
|
||
Total long-lived assets
|
$
|
143.2
|
|
|
$
|
136.5
|
|
|
June 27, 2015
|
|
March 28, 2015
|
|
December 27, 2014
|
|
September 27, 2014
|
|
June 28, 2014
|
|
March 29, 2014
|
|
December 28, 2013
|
|
September 28, 2013
|
||||||||||||||||
Net revenue
|
208.9
|
|
|
198.7
|
|
|
210.5
|
|
|
219.0
|
|
|
201.0
|
|
|
201.6
|
|
|
203.6
|
|
|
211.7
|
|
||||||||
Cost of sales
|
143.4
|
|
|
139.7
|
|
|
141.7
|
|
|
146.8
|
|
|
135.0
|
|
|
135.4
|
|
|
138.3
|
|
|
143.6
|
|
||||||||
Amortization of acquired technologies
|
1.9
|
|
|
1.9
|
|
|
1.9
|
|
|
1.9
|
|
|
2.2
|
|
|
2.2
|
|
|
2.3
|
|
|
2.3
|
|
||||||||
Gross profit
|
63.6
|
|
|
57.1
|
|
|
66.9
|
|
|
70.3
|
|
|
63.8
|
|
|
64.0
|
|
|
63.0
|
|
|
65.8
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
35.7
|
|
|
35.0
|
|
|
35.1
|
|
|
35.0
|
|
|
36.6
|
|
|
33.8
|
|
|
33.0
|
|
|
31.5
|
|
||||||||
Selling, general and administrative
(3)
|
37.6
|
|
|
31.8
|
|
|
31.2
|
|
|
28.3
|
|
|
30.3
|
|
|
26.5
|
|
|
26.0
|
|
|
25.4
|
|
||||||||
Restructuring and related charges
|
4.9
|
|
|
1.1
|
|
|
3.8
|
|
|
1.8
|
|
|
3.7
|
|
|
—
|
|
|
1.2
|
|
|
(0.1
|
)
|
||||||||
Total operating expenses
|
78.2
|
|
|
67.9
|
|
|
70.1
|
|
|
65.1
|
|
|
70.6
|
|
|
60.3
|
|
|
60.2
|
|
|
56.8
|
|
||||||||
(Loss) income from operations
|
(14.6
|
)
|
|
(10.8
|
)
|
|
(3.2
|
)
|
|
5.2
|
|
|
(6.8
|
)
|
|
3.7
|
|
|
2.8
|
|
|
9.0
|
|
||||||||
Interest and other income (expense), net
|
(0.3
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
1.1
|
|
|
0.3
|
|
|
—
|
|
||||||||
Interest expense
|
—
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||||
(Loss) income before income taxes
|
(14.9
|
)
|
|
(11.2
|
)
|
|
(3.3
|
)
|
|
4.9
|
|
|
(7.0
|
)
|
|
5.1
|
|
|
2.9
|
|
|
8.8
|
|
||||||||
(Benefit from) provisions for income taxes
(2)
|
0.9
|
|
|
(23.4
|
)
|
|
0.8
|
|
|
0.6
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
(1.0
|
)
|
|
0.1
|
|
||||||||
Net (loss) income
|
(15.8
|
)
|
|
12.2
|
|
|
(4.1
|
)
|
|
4.3
|
|
|
(6.7
|
)
|
|
4.8
|
|
|
3.9
|
|
|
8.7
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net (loss) income per share - basic and diluted
(1)
|
$
|
(0.27
|
)
|
|
$
|
0.21
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.07
|
|
|
$
|
(0.11
|
)
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.15
|
|
Basic and diluted average shares outstanding
(1)
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
|
58.8
|
|
(1)
|
On August 1, 2015, JDSU distributed
47.1 million
shares, or
80.1%
of the outstanding shares of Lumentum common stock to existing holders of JDSU common stock. JDSU was renamed Viavi and at the time of the distribution, retained
11.7 million
shares, or
19.9%
of Lumentum's outstanding shares. Basic and diluted net (loss) income per share for all periods through June 27, 2015 is calculated using the shares of Lumentum common stock outstanding on August 1, 2015. Refer to "Note 4. Earnings Per Share" to the audited annual combined financial statements for more detail.
|
(2)
|
During the third quarter of fiscal 2015, we recognized a
$21.8 million
tax benefit upon the settlement of an audit in a non-US jurisdiction.
|
(3)
|
During the fourth quarter of fiscal 2015, we identified immaterial errors relating to legal expense and stock-based compensation expense. Our Selling, general and administrative expense and net income reported in our unaudited combined statements of operations for the nine months ended March 28, 2015 included in our Registration Statement on Form 10, as amended was understated and overstated by
$1.1 million
, respectively. These errors did not impact any annual or other interim periods. The correction of these errors is reflected in our quarterly combined statements of operations presented above. We assessed the materiality of the errors individually and in the aggregate on nine-month unaudited combined financial statements in accordance with the SEC’s Staff Accounting Bulletin No. 99 and, based on an analysis of quantitative and qualitative factors, determined that the errors were not material to our unaudited combined financial statements for the nine months ended March 28, 2015. Therefore, our unaudited combined financial statements for the nine months ended March 28, 2015 can continue to be relied upon and an amendment of our previously filed Registration Statement on Form 10 is not required. However, for comparability, we will revise our previously issued unaudited interim financial statements for the nine months ended March 28, 2015 to correct the errors in our future Quarterly Report on Form 10-Q where these interim financial statements are included.
|
Name
|
|
Age
|
|
Position
|
Alan Lowe
|
|
53
|
|
President and Chief Executive Officer
|
Aaron Tachibana
|
|
55
|
|
Chief Financial Officer
|
Vincent Retort
|
|
61
|
|
Senior Vice President, R&D
|
Craig Cocchi
|
|
50
|
|
Senior Vice President, Operations
|
Jason Reinhardt
|
|
41
|
|
Senior Vice President, Sales
|
Judy Hamel
|
|
49
|
|
General Counsel and Secretary
|
Name
|
|
Age
|
|
Position
|
Alan Lowe
|
|
53
|
|
Director
|
Harold Covert
|
|
68
|
|
Director
(1)(2)
|
Penelope Herscher
|
|
55
|
|
Director
(2)(3)
|
Martin Kaplan
|
|
78
|
|
Director
(1)(3)(4)
|
Brian Lillie
|
|
51
|
|
Director
(1)(3)
|
Samuel Thomas
|
|
64
|
|
Director
(2)
|
•
|
Alan Lowe, President and Chief Executive Officer
|
•
|
Craig Cocchi, Senior Vice President, Operations
|
•
|
Vincent Retort, Senior Vice President, Research and Development
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock Award
($)(1)
|
|
Non-Equity Incentive Plan Compensation
($)(2)
|
|
All Other Compensation
($)(3)
|
|
Total
($)
|
|||||
Alan Lowe
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
President and Chief Executive Officer
|
|
2015
|
|
562,000
|
|
|
1,195,001
|
|
|
205,135
|
|
|
4,000
|
|
|
1,966,136
|
|
|
|
2014
|
|
555,231
|
|
|
1,725,200
|
|
|
175,683
|
|
|
4,000
|
|
|
2,460,114
|
|
Craig Cocchi
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Vice President, Operations
|
|
2015
|
|
319,808
|
|
|
564,638
|
|
|
82,050
|
|
|
4,000
|
|
|
970,496
|
|
|
|
2014
|
|
305,368
|
|
|
575,068
|
|
|
77,168
|
|
|
4,000
|
|
|
961,604
|
|
Vincent Retort
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Vice President, Research and Development
|
|
2015
|
|
338,077
|
|
|
677,565
|
|
|
86,641
|
|
|
4,000
|
|
|
1,106,283
|
|
|
|
2014
|
|
318,846
|
|
|
718,834
|
|
|
80,384
|
|
|
4,000
|
|
|
1,122,064
|
|
(1)
|
Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the grant date fair value in the period presented as determined pursuant to stock-based compensation accounting rule FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to calculate these amounts are set forth under “Note 11. Stock Based Compensation” in this Annual Report on Form 10-K for the fiscal year ended June 27, 2015.
|
(2)
|
All non-equity incentive plan compensation for fiscal years 2014 and 2015 was paid pursuant to the JDSU Variable Pay Plan.
|
(3)
|
All amounts represent 401(k) matching or 401(k) contributions by Viavi.
|
Relative Performance
|
|
Percent of Target Award Vesting
|
Viavi TSR below 25th percentile
|
|
0%
|
Viavi TSR at 25th percentile
|
|
50%
|
Viavi TSR at 50th percentile
|
|
100%
|
Viavi TSR at or above 75th percentile
|
|
150%
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options
(#)
|
|
Number of Securities Underlying Unexercised Options
(#) |
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($) (1)
|
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) (1)
|
||||||
Name
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
|
|
||||||||||||
Alan Lowe
|
|
36,667
|
(2)
|
|
__
|
|
|
5.87
|
|
8/15/2017
|
|
|
|
|
|
|
|
|
|
|
||
|
|
18,334
|
(2)
|
|
__
|
|
|
5.87
|
|
8/15/2017
|
|
|
|
|
|
|
|
|
|
|
||
|
|
36,250
|
(2)
|
|
__
|
|
|
10.27
|
|
8/15/2018
|
|
|
|
|
|
|
|
|
|
|
||
|
|
72,500
|
(2)
|
|
__
|
|
|
10.27
|
|
8/15/2018
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
5,444
|
(3)
|
|
65,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,125
|
(3)
|
|
301,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(3)
|
|
600,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,667
|
(4)
|
|
260,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(4)
|
|
480,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(4)
|
|
600,500
|
|
|
Craig Cocchi
|
|
26,667
|
(2)
|
|
__
|
|
|
3.56
|
|
2/15/2017
|
|
|
|
|
|
|
|
|
|
|
||
|
|
60,000
|
(2)
|
|
__
|
|
|
10.27
|
|
8/15/2018
|
|
|
|
|
|
|
|
|
|
|
||
|
|
18,750
|
(2)
|
|
__
|
|
|
25.05
|
|
2/15/2019
|
|
|
|
|
|
|
|
|
|
|
||
|
|
__
|
|
|
37,500
|
(5)
|
|
25.05
|
|
2/15/2019
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
2,094
|
(3)
|
|
25,149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,375
|
(3)
|
|
100,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,625
|
(3)
|
|
283,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,334
|
(4)
|
|
100,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,334
|
(4)
|
|
160,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,625
|
(4)
|
|
283,736
|
|
|
Vince Retort
|
|
45,000
|
(2)
|
|
__
|
|
|
10.27
|
|
8/15/2018
|
|
|
|
|
|
|
|
|
|
|
||
|
|
18,750
|
(2)
|
|
__
|
|
|
25.05
|
|
2/15/2019
|
|
|
|
|
|
|
|
|
|
|
||
|
|
__
|
|
|
37,500
|
(5)
|
|
25.05
|
|
2/15/2019
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
2,513
|
(3)
|
|
30,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,469
|
(3)
|
|
125,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,350
|
(3)
|
|
340,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
(4)
|
|
120,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,667
|
(4)
|
|
200,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,350
|
(4)
|
|
340,484
|
|
(1)
|
Amounts reflecting market value of RSUs are based on the price of $12.01 per share, which was the closing price of Viavi's common stock as reported on NASDAQ on June 26, 2015.
|
(2)
|
Fully vested stock option.
|
(3)
|
Time-based RSUs that vest 1⁄3 of the awarded units on the first anniversary of the grant date and the remainder of the units in equal quarterly installments for two years thereafter.
|
(4)
|
MSUs that vest in three annual tranches based upon our TSR relative to the performance of the component companies of the Index over the three-year period. The actual number of shares that vest range from 0% to 150% of the target amount for each vesting tranche. The number of MSUs disclosed in the table above reflects vesting at 100% of the target amount.
|
(5)
|
Stock options with market conditions granted on February 15, 2011, which vest 1/4 of the awarded options on the first anniversary of the grant date and the remainder of the awarded options in equal quarterly installments for three years thereafter. The options become exercisable upon the latter to occur of (i) the vesting schedule noted in the previous sentence and (ii) the appreciation of the price of the common stock such that it will have traded at a minimum of a 25% premium to the exercise price of the options for at least 30 consecutive trading days.
|
Original Viavi MSU Award
|
Vesting Terms of Converted Lumentum MSU Award
|
2012 Viavi MSU Award
|
The number of Lumentum MSUs that vest will be based on Viavi TSR relative to the performance of those companies in the Index measured over a 60-day period ending on July 31, 2015, with a vesting date of September 25, 2015
|
2013 Viavi MSU Award
|
For 50% of the unvested Viavi MSUs: the number of corresponding Lumentum MSUs that vest will be based on Viavi TSR relative to the performance of those companies in the Index measured over a 60-day period ending on July 31, 2015, with a vesting date of September 25, 2015; and
For the remaining 50% of unvested Viavi MSUs: the number of corresponding Lumentum awards that vest will be based on Lumentum’s performance in fiscal year 2016 relative to a revenue target set by the compensation committee, with the holder being eligible to earn up to 150% of the target amount based on certain levels of achievement in excess of the revenue target. The vesting date will be September 25, 2016.
|
2014 Viavi MSU Award
|
For 1/3 of the unvested Viavi MSUs: the number of corresponding Lumentum MSUs that vest will be based on Viavi TSR relative to the performance of those companies in the Index measured over a 60-day period ending on July 31, 2015, with a vesting date of September 25, 2016; and
For the remaining 2/3 of the unvested Viavi MSUs: the number of corresponding Lumentum awards that vest will be based on Lumentum’s performance in fiscal year 2016 relative to a revenue target set by the compensation committee, with the holder being eligible to earn up to 150% of the target amount based on certain levels of achievement in excess of the revenue target. The vesting dates will be September 25, 2016 (50% of any earned Lumentum awards) and September 25, 2017 (50% of any earned Lumentum awards).
|
Board Committee
|
|
Chairperson Fee
|
||
Audit Committee
|
|
$
|
25,500
|
|
Compensation Committee
|
|
20,000
|
|
|
Governance Committee
|
|
15,000
|
|
•
|
a current or former officer or employee of Lumentum;
|
•
|
a participant in a “related person” transaction occurring after July 3, 2011 (for a description of our policy on related-person transactions, see “Certain Relationships and Related Person Transactions-Procedures for Approval of Related Person Transactions”); or
|
•
|
an executive officer of another entity at which one of our executive officers serves on our board of directors.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)
|
|
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)
|
|||||||
Equity compensation plans approved by security holders
|
|
11,056,364
|
|
(1)
|
|
$
|
2.46
|
|
|
|
13,393,993
|
|
(2)
|
Equity compensation plans not approved by security holders (3)
|
|
280,512
|
|
(3)
|
|
—
|
|
|
|
637,785
|
|
(4)
|
|
Total
|
|
11,336,876
|
|
(5)
|
|
$
|
2.40
|
|
|
|
14,031,778
|
|
|
(1)
|
Represents shares of Viavi’s common stock issuable upon exercise of options and restricted stock units outstanding under Viavi’s 2003 Equity Incentive Plan. Excluding outstanding RSUs, which have no exercise price, as of June 27, 2015 there were options to purchase 2,507,364 shares outstanding at a weighted average exercise price of $10.84.
|
(2)
|
Represents shares of Viavi’s common stock authorized for future issuance under the following equity compensation plans: 2003 Equity Incentive Plan (under which 10,194,822 shares remain available for grant); Amended and Restated 1998 Employee Stock Purchase Plan (under which 3,199,171 shares remain available for grant).
|
(3)
|
Represents shares of Viavi’s common stock issuable upon exercise of options outstanding under Viavi's 2005 Acquisition Equity Incentive Plan.
|
(4)
|
Represents shares of Viavi's common stock authorized for future issuance under Viavi's 2005 Acquisition Equity Incentive Plan (under which 637,785 shares remain available for grant).
|
(5)
|
Excluding outstanding RSUs, which have no exercise price, as of June 27, 2015 there were options to purchase 2,507,364 shares outstanding at a weighted average exercise price of $10.84.
|
Name and Address of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
||||
5% or more Stockholders
|
|
Number
|
|
Percentage
|
||
Viavi Solutions, Inc.(1)
430 N. McCarthy Boulevard
Milpitas, CA 95035
|
|
11,692,855
|
|
|
19.8
|
%
|
Directors and Named Executive Officers
|
|
|
|
|
||
Alan Lowe (2)
|
|
170,752
|
|
|
*
|
|
Harold Covert (3)
|
|
8,262
|
|
|
*
|
|
Penny Herscher
|
|
10,157
|
|
|
*
|
|
Martin Kaplan
|
|
10,346
|
|
|
*
|
|
Brian Lillie
|
|
__
|
|
|
*
|
|
Samuel Thomas
|
|
__
|
|
|
*
|
|
Craig Cocchi (4)
|
|
72,538
|
|
|
*
|
|
Vince Retort (5)
|
|
56,222
|
|
|
*
|
|
All directors and executive officers as a group (11 persons) (6)
|
|
338,841
|
|
|
*
|
|
(1)
|
Includes 11,692,855 shares retained by Viavi in connection with the Separation.
|
(2)
|
Includes (i) 89,389 shares subject to stock options currently exercisable or exercisable within 60 days of August 22, 2015 and (ii) 28,027 RSUs which vest within 60 days of August 22, 2015, all of which are restricted stock unit awards which we refer to as market stock units ("MSUs"). MSUs are reported at 100% of the target number of shares scheduled to vest within 60 days of August 22, 2014. Details of the conditions and terms under which the MSUs will vest are described in the section entitled "Executive Compensation - Outstanding Equity Awards at Fiscal Year End Table".
|
(3)
|
Includes 886 shares subject to stock options currently exercisable or exercisable within 60 days of August 22, 2015.
|
(4)
|
Includes (i) 58,546 shares subject to stock options currently exercisable or exercisable within 60 days of August 22, 2015 and (ii) 11,385 RSUs which vest within 60 days of August 22, 2015, all of which are MSUs. MSUs are reported at 100% of the target number of shares scheduled to vest within 60 days of August 22, 2015. Details of the conditions and terms under which the MSUs will vest are described in the section entitled "Executive Compensation - Outstanding Equity Awards at Fiscal Year End Table".
|
(5)
|
Includes (i) 34,800 shares subject to stock options currently exercisable or exercisable within 60 days of August 22, 2015 and (ii) 13,783 RSUs which vest within 60 days of August 22, 2015, all of which are MSUs. MSUs are reported at 100% of the target number of shares scheduled to vest within 60 days of August 22, 2015. Details of the conditions and terms under which the MSUs will vest are described in the section entitled "Executive Compensation - Outstanding Equity Awards at Fiscal Year End Table".
|
(6)
|
Includes (i) 182,621 shares subject to stock options currently exercisable or exercisable within 60 days of August 22, 2015 and (ii) 57,436 RSUs which vest within 60 days of August 22, 2015, all of which are MSUs. MSUs are reported at 100% of the target number of shares scheduled to vest within 60 days of August 22, 2015. Details of the conditions and terms
|
•
|
all assets primarily used by our business, which are referred to as “Lumentum Assets,” are transferred to us, including, among others:
|
•
|
manufacturing facilities located in San Jose, California and Bloomfield, Connecticut;
|
•
|
R&D facilities primarily located in the United States, Canada, China and Switzerland;
|
•
|
contracts (or portions thereof) related to our business;
|
•
|
intellectual property related to our business;
|
•
|
rights and assets expressly allocated to us pursuant to the terms of the separation agreement or certain other agreements entered into in connection with the Separation; and
|
•
|
other assets that are included in our pro forma balance sheet.
|
•
|
certain liabilities primarily related to our business or the Lumentum Assets, which are referred to as the “Lumentum Liabilities,” were also transferred;
|
•
|
all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the Lumentum Assets and the Lumentum Liabilities (such assets and liabilities referred to as the “JDSU Assets” and the “JDSU Liabilities,” respectively) were retained by or transferred to Viavi; and
|
•
|
certain contingent liabilities, unless specifically attributable to either us or Viavi, will be allocated between the two parties according to a formula to be agreed upon by the two parties.
|
•
|
any Lumentum Liabilities;
|
•
|
the failure of on our part to pay, perform or otherwise promptly discharge any Lumentum Liabilities or Lumentum contracts, in accordance with their respective terms, whether prior to or after the effective time of the distribution;
|
•
|
any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by Viavi for our benefit, unless related to a JDSU Liability;
|
•
|
any breach by us of the contribution agreement or any of the ancillary agreements or any action by us in contravention of our amended and restated certificate of incorporation or amended and restated bylaws; and
|
•
|
any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the registration statement of which the information statement dated as of July 16, 2015 related to the Separation forms a part (the "Information Statement"), the Information Statement (as amended or supplemented) or any other disclosure document that describes the Separation, the contribution or the distribution or primarily relates to the transactions contemplated by the contribution agreement, other than any such statement or omission specifically relating to the JDSU Assets, the JDSU Liabilities or Viavi or its subsidiaries (other than us and our subsidiaries).
|
•
|
the JDSU Liabilities;
|
•
|
the failure of Viavi or any of its subsidiaries, other than us, to pay, perform or otherwise promptly discharge any of the JDSU Liabilities, in accordance with their respective terms, whether prior to or after the effective time of the distribution;
|
•
|
any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by us for the benefit of Viavi, unless related to a Lumentum Liability;
|
•
|
any breach by Viavi or any of its subsidiaries, other than us, of the contribution agreement or any of the ancillary agreements; and
|
•
|
any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information contained in the registration statement of which the Information Statement forms a part, the Information Statement (as amended or supplemented) or any other disclosure document that describes the Separation or the distribution or primarily relates to the transactions contemplated by the contribution agreement, but only to the extent specifically relating to the JDSU Assets, the JDSU Liabilities or Viavi or its subsidiaries (other than us and our subsidiaries).
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||
Audit Fees (1)..........................................................
|
5,442,605
|
|
|
3,272,638
|
|
Audit-Related Fees (2)............................................
|
—
|
|
|
230,761
|
|
Tax Fees (3).............................................................
|
501,785
|
|
|
366,613
|
|
All Other Fees (4)....................................................
|
100,165
|
|
|
50,600
|
|
Total....................................................................
|
6,044,555
|
|
|
3,920,612
|
|
(1)
|
Audit Fees related to professional services rendered in connection with the audit of Viavi's annual financial statements, the audit of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, reviews of financial statements included in Viavi's Quarterly Reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings. Fiscal 2015 audit fees reflect additional fees of $2,320,000 for services performed by PWC in connection with the Separation.
|
(2)
|
Audit-Related Fees include assurance and related services provided for due diligence related to acquisitions, accounting consultations in connection with acquisitions and consultations on corporate transactions.
|
(3)
|
Tax Fees for fiscal 2015 include $87,310 for professional services rendered in connection with transfer pricing tax consulting and compliance, and $414,475 for tax audits, planning services and other tax consulting, including additional fees of $397,000 for services performed by PWC in connection with the Separation.
|
(4)
|
All Other Fees in fiscal 2015 are related to the annual Workforce Engagement Survey and other non-audit related services.
|
(a)
|
The following items are filed as part of this Annual Report on Form 10-K:
|
(1)
|
Financial Statements:
|
|
Page
|
(2)
|
Financial Statement Schedules:
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
Description
|
|
Balance at Beginning of Period
|
|
Additions Charged to Expenses or Other Accounts*
|
|
Deductions Credited to Expenses or Other Accounts**
|
|
Balance at End of Period
|
||||||||
|
|
(in millions)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
184.6
|
|
|
$
|
3.4
|
|
|
$
|
(28.0
|
)
|
|
$
|
160.0
|
|
2014
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
215.3
|
|
|
$
|
1.5
|
|
|
$
|
(32.2
|
)
|
|
$
|
184.6
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
255.3
|
|
|
$
|
1.5
|
|
|
$
|
(41.5
|
)
|
|
$
|
215.3
|
|
(3)
|
Exhibits:
|
(b)
|
Exhibits:
|
|
|
|
|
Incorporated by Reference
|
|
Filed
|
||||
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
2.1
|
|
Contribution Agreement
|
|
8-K
|
|
2.1
|
|
8/6/2015
|
|
|
2.2
|
|
Membership Interest Transfer Agreement
|
|
8-K
|
|
2.2
|
|
8/6/2015
|
|
|
2.3
|
|
Separation and Distribution Agreement
|
|
8-K
|
|
2.3
|
|
8/6/2015
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation
|
|
8-K
|
|
3.1
|
|
8/6/2015
|
|
|
3.2
|
|
Amended and Restated Bylaws
|
|
8-K
|
|
3.2
|
|
8/6/2015
|
|
|
4.1
|
|
Stockholder's and Registration Rights Agreement
|
|
8-K
|
|
4.1
|
|
8/6/2015
|
|
|
10.1
|
|
Tax Matters Agreement
|
|
8-K
|
|
10.1
|
|
8/6/2015
|
|
|
10.2
|
|
Employee Matters Agreement
|
|
8-K
|
|
10.2
|
|
8/6/2015
|
|
|
10.3
|
|
Intellectual Property Matters Agreement
|
|
8-K
|
|
10.3
|
|
8/6/2015
|
|
|
10.4
|
|
2015 Equity Incentive Plan
|
|
S-8
|
|
99.1
|
|
7/29/2015
|
|
|
10.5
|
|
2015 Employee Stock Purchase Plan
|
|
S-8
|
|
99.2
|
|
7/29/2015
|
|
|
10.6
|
|
Change in Control and Severance Benefits Plan
|
|
8-K
|
|
10.5
|
|
8/6/2015
|
|
|
10.7
|
|
Employment Agreement for Alan Lowe
|
|
8-K
|
|
10.4
|
|
8/6/2015
|
|
|
10.8
|
|
Form of Indemnification Agreement
|
|
|
|
|
|
|
|
X
|
21.1
|
|
Subsidiaries of Lumentum Holdings Inc.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
3
|
|
X
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
32.1*
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
32.2*
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
101.INS**
|
|
XBRL Instance
|
|
|
|
|
|
|
|
X
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
|
|
X
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
|
|
|
|
X
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
|
|
X
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation
|
|
|
|
|
|
|
|
X
|
Date: September 25, 2015
|
LUMENTUM HOLDINGS INC.
|
|
|
|
|
|
By: /s/ Aaron Tachibana
|
|
|
By: Aaron Tachibana
|
|
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
/s/ ALAN LOWE
|
President, Chief Executive Officer and Director
|
September 25, 2015
|
Alan Lowe
|
|
|
/s/ AARON TACHIBANA
|
Chief Financial Officer
|
September 25, 2015
|
Aaron Tachibana
|
|
|
/s/ HAROLD COVERT
|
Director
|
September 25, 2015
|
Harold Covert
|
|
|
/s/ PENELOPE HERSCHER
|
Director
|
September 25, 2015
|
Penelope Herscher
|
|
|
/s/ MARTIN KAPLAN
|
Chairman
|
September 25, 2015
|
Martin Kaplan
|
|
|
/s/ BRIAN LILLIE
|
Director
|
September 25, 2015
|
Brian Lillie
|
|
|
/s/ SAMUEL THOMAS
|
Director
|
September 25, 2015
|
Samuel Thomas
|
|
|
|
|
|
INDEMNITEE:
Name:_________________________________
Address:
|
THE COMPANY:
By:
Its:
|
/s/ ALAN LOWE
|
|
Alan Lowe
President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ AARON TACHIBANA
|
|
Aaron Tachibana
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
/s/ ALAN LOWE
|
|
Alan Lowe
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ AARON TACHIBANA
|
|
Aaron Tachibana
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|