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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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x
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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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o
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Smaller reporting company
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o
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Emerging Growth company
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o
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TABLE OF CONTENTS
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Years Ended
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July 1, 2017
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July 2, 2016
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June 27, 2015
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||||||
Optical Communications:
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85.6
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%
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84.3
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%
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82.9
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%
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Telecom
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61.0
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%
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61.5
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%
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60.6
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%
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Datacom
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20.1
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%
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18.1
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%
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17.4
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%
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Consumer and Industrial
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4.5
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%
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4.7
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%
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4.9
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%
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Lasers
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14.4
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%
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15.7
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%
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17.1
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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 laws and 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;
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•
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political developments of foreign nations;
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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, unfavorable events that affect foreign currencies, 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 or transaction, 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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•
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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 or strategic transaction 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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•
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insufficient net revenue to offset increased expenses associated with acquisitions;
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•
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potential loss of key employees of the acquired companies;
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•
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difficulty forecasting revenues and margins;
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•
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dilution of our current stockholders as a result of any issuance of equity securities as acquisition consideration;
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•
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expenditure of cash that would otherwise be available to operate our business; and
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•
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incurrence of indebtedness on terms that are unfavorable to us or that we are unable to repay.
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•
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any Lumentum Liability (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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•
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our failure to pay, perform or otherwise promptly discharge any Lumentum Liability or contracts, in accordance with their respective terms, whether prior to, at or after the distribution;
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•
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any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by Viavi for our benefit, except to the extent it relates to an Excluded Liability (as defined in the Separation Agreement);
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•
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any breach by us of the Separation agreement or certain of its 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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•
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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
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•
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any Excluded Liability (as defined in the Separation Agreement);
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•
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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 Excluded Liabilities, in accordance with their respective terms, whether prior to or after the effective time of the distribution;
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•
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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, except to the extent it relates to a Lumentum Liability;
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•
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any breach by Viavi or any of its subsidiaries, other than us, of the Separation Agreement or certain of its ancillary agreements; and
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•
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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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•
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actual or anticipated fluctuations in our quarterly or annual 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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the financial performance 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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credit market fluctuations which could negatively impact our ability to obtain financing as needed;
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changes to the regulatory and legal environment in which we operate;
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announcements by us, competitors, customers, or our contract manufacturers of significant acquisitions or dispositions;
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investor perception of us and our industry;
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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litigation or disputes in which we may become involved;
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•
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overall market fluctuations; sales of our shares by our officers, directors, or significant stockholders;
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the timing and amount of dividends and share repurchases, if any; and
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general economic and market conditions and other external factors.
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•
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make it more difficult for us to satisfy our debt obligations, including the 2024 Notes;
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increase our vulnerability to general adverse economic and industry conditions;
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital and other general corporate purposes;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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restrict us from exploiting business opportunities;
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place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
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limit our availability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general purposes.
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High
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Low
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||||
Fiscal 2017 Quarter Ended:
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July 1, 2017
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$
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65.10
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$
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42.75
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April 1, 2017
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$
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54.70
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$
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34.40
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December 31, 2016
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$
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44.50
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$
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33.60
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October 1, 2016
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$
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41.99
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$
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23.30
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Fiscal 2016 Quarter Ended:
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July 2, 2016
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$
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27.46
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$
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21.71
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April 2, 2016
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$
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27.14
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$
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18.81
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December 26, 2015
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$
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21.82
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$
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14.12
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September 26, 2015 (August 4, 2015 through September 26, 2015)
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$
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23.45
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$
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16.78
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Years Ended
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||||||||||||||||||
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July 1, 2017
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July 2, 2016
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June 27, 2015
(1)
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June 28, 2014
(2)
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June 29, 2013
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Consolidated Statements of Operations Data:
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Net revenue
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$
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1,001.6
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$
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903.0
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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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Gross profit
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318.1
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277.3
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257.9
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256.6
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222.8
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|||||
Income (loss) from operations
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47.6
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11.5
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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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|||||
Net (loss) income
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(102.5
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)
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9.3
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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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|||||
Cumulative dividends on Series A Preferred Stock
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(0.9
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)
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(0.8
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—
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—
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—
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|||||
Accretion of Series A Preferred Stock
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—
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(11.7
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)
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—
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—
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—
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|||||
Net income (loss) attributable to common stockholders
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$
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(103.4
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)
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$
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(3.2
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)
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$
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(3.4
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)
|
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$
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10.7
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$
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6.5
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Net income (loss) per share attributable to common stockholders
(3)
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Basic
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$
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(1.71
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)
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$
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(0.05
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)
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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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Diluted
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$
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(1.71
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)
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$
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(0.05
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)
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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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Shares used in per share attributable to common stockholders calculation—basic and diluted
(3)
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|
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||||||||||
Basic
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60.6
|
|
|
59.1
|
|
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58.8
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58.8
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|
58.8
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|
|||||
Diluted
|
60.6
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59.1
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|
|
58.8
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|
|
58.8
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|
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58.8
|
|
|
Balance as of
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||||||||||||||||||
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July 1, 2017
(4)
|
|
July 2, 2016
|
|
June 27, 2015
(1)
|
|
June 28, 2014
(2)
|
|
June 29, 2013
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
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|
||||||||||
Cash and cash equivalents
|
$
|
272.9
|
|
|
$
|
157.1
|
|
|
$
|
14.5
|
|
|
$
|
19.9
|
|
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$
|
7.8
|
|
Total assets
|
1,232.9
|
|
|
726.3
|
|
|
512.6
|
|
|
492.1
|
|
|
410.7
|
|
|||||
Convertible note
|
317.5
|
|
|
—
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|
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—
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|
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—
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|
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—
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|
|||||
Derivative liabilities
|
51.6
|
|
|
10.3
|
|
|
—
|
|
|
—
|
|
|
—
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|
|||||
Other non-current liabilities
|
25.0
|
|
|
9.1
|
|
|
9.8
|
|
|
19.6
|
|
|
17.0
|
|
|||||
Total redeemable convertible preferred stock
|
35.8
|
|
|
35.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders’ equity
|
618.8
|
|
|
497.4
|
|
|
380.6
|
|
|
335.6
|
|
|
281.8
|
|
(1)
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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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(2)
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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 Consolidated Statement of Operations for fiscal 2014 included the results of operations from Time-Bandwidth subsequent to the date of acquisition, and the Consolidated Balance Sheet as of June 28, 2014 included Time-Bandwidth’s financial position.
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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 income (loss) 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
” in the Notes to Consolidated Financial Statements.
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(4)
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During the third quarter of fiscal 2017, we completed the acquisition of a privately held company in accordance with the authoritative guidance on business combinations. Results of operations of the business acquired have been included in our consolidated financial statements subsequent to the date of acquisition. Refer to “
Note 6. Mergers and Acquisitions
” in the Notes to Consolidated Financial Statements.
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Years Ended
|
|||||||
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July 1, 2017
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|
July 2, 2016
|
|
June 27, 2015
|
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Segment net revenue:
|
|
|
|
|
|
|||
OpComms
|
85.6
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%
|
|
84.3
|
%
|
|
82.9
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%
|
Lasers
|
14.4
|
|
|
15.7
|
|
|
17.1
|
|
Net revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of sales
|
67.6
|
|
|
68.5
|
|
|
68.3
|
|
Amortization of acquired technologies
|
0.6
|
|
|
0.8
|
|
|
0.9
|
|
Gross profit
|
31.8
|
|
|
30.7
|
|
|
30.8
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
14.8
|
|
|
15.6
|
|
|
16.8
|
|
Selling, general and administrative
|
11.0
|
|
|
13.0
|
|
|
15.4
|
|
Restructuring and related charges
|
1.2
|
|
|
0.8
|
|
|
1.4
|
|
Total operating expenses
|
27.0
|
|
|
29.4
|
|
|
33.6
|
|
Income (loss) from operations
|
4.8
|
|
|
1.3
|
|
|
(2.8
|
)
|
Unrealized loss on derivative liabilities
|
(10.4
|
)
|
|
(0.1
|
)
|
|
—
|
|
Interest and other income (expense), net
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Income (loss) before income taxes
|
(5.9
|
)
|
|
1.1
|
|
|
(2.9
|
)
|
Provision for (benefit from) income tax
|
4.3
|
|
|
0.1
|
|
|
(2.5
|
)
|
Net income (loss)
|
(10.2
|
)%
|
|
1.0
|
%
|
|
(0.4
|
)%
|
|
2017
|
|
2016
|
|
Change
|
|
Percentage Change
|
|
2016
|
|
2015
|
|
Change
|
|
Percentage Change
|
||||||||||||||
Segment net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
OpComms
|
$
|
857.8
|
|
|
$
|
761.3
|
|
|
$
|
96.5
|
|
|
12.7
|
%
|
|
$
|
761.3
|
|
|
$
|
694.1
|
|
|
$
|
67.2
|
|
|
9.7
|
%
|
Lasers
|
143.8
|
|
|
141.7
|
|
|
2.1
|
|
|
1.5
|
|
|
141.7
|
|
|
143.0
|
|
|
(1.3
|
)
|
|
(0.9
|
)
|
||||||
Net revenue
|
$
|
1,001.6
|
|
|
$
|
903.0
|
|
|
$
|
98.6
|
|
|
10.9
|
%
|
|
$
|
903.0
|
|
|
$
|
837.1
|
|
|
$
|
65.9
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
318.1
|
|
|
$
|
277.3
|
|
|
$
|
40.8
|
|
|
14.7
|
%
|
|
$
|
277.3
|
|
|
$
|
257.9
|
|
|
$
|
19.4
|
|
|
7.5
|
%
|
Gross margin
|
31.8
|
%
|
|
30.7
|
%
|
|
|
|
|
|
30.7
|
%
|
|
30.8
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
$
|
148.3
|
|
|
$
|
141.1
|
|
|
$
|
7.2
|
|
|
5.1
|
%
|
|
$
|
141.1
|
|
|
$
|
140.8
|
|
|
$
|
0.3
|
|
|
0.2
|
%
|
Percentage of net revenue
|
14.8
|
%
|
|
15.6
|
%
|
|
|
|
|
|
15.6
|
%
|
|
16.8
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative
|
$
|
110.2
|
|
|
$
|
117.3
|
|
|
$
|
(7.1
|
)
|
|
(6.1
|
)%
|
|
$
|
117.3
|
|
|
$
|
128.9
|
|
|
$
|
(11.6
|
)
|
|
(9.0
|
)%
|
Percentage of net revenue
|
11.0
|
%
|
|
13.0
|
%
|
|
|
|
|
|
13.0
|
%
|
|
15.4
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restructuring and related charges
|
$
|
12.0
|
|
|
$
|
7.4
|
|
|
$
|
4.6
|
|
|
62.2
|
%
|
|
$
|
7.4
|
|
|
$
|
11.6
|
|
|
$
|
(4.2
|
)
|
|
(36.2
|
)%
|
Percentage of net revenue
|
1.2
|
%
|
|
0.8
|
%
|
|
|
|
|
|
0.8
|
%
|
|
1.4
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
|||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
147.9
|
|
|
14.8
|
%
|
|
$
|
162.3
|
|
|
18.0
|
%
|
|
$
|
162.4
|
|
|
19.4
|
%
|
Mexico
|
185.1
|
|
|
18.5
|
|
|
112.9
|
|
|
12.5
|
|
|
112.7
|
|
|
13.5
|
|
|||
Other Americas
|
9.2
|
|
|
0.9
|
|
|
19.6
|
|
|
2.2
|
|
|
31.1
|
|
|
3.6
|
|
|||
Total Americas
|
$
|
342.2
|
|
|
34.2
|
%
|
|
$
|
294.8
|
|
|
32.7
|
%
|
|
$
|
306.2
|
|
|
36.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hong Kong
|
$
|
226.7
|
|
|
22.6
|
%
|
|
$
|
214.0
|
|
|
23.7
|
%
|
|
$
|
120.4
|
|
|
14.4
|
%
|
Japan
|
99.2
|
|
|
9.9
|
|
|
92.9
|
|
|
10.3
|
|
|
106.6
|
|
|
12.7
|
|
|||
Other Asia-Pacific
|
225.4
|
|
|
22.5
|
|
|
177.8
|
|
|
19.6
|
|
|
174.4
|
|
|
20.9
|
|
|||
Total Asia-Pacific
|
$
|
551.3
|
|
|
55.0
|
%
|
|
$
|
484.7
|
|
|
53.6
|
%
|
|
$
|
401.4
|
|
|
48.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
EMEA
|
$
|
108.1
|
|
|
10.8
|
%
|
|
$
|
123.5
|
|
|
13.7
|
%
|
|
$
|
129.5
|
|
|
15.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total net revenue
|
$
|
1,001.6
|
|
|
|
|
$
|
903.0
|
|
|
|
|
$
|
837.1
|
|
|
|
|
Gross Profit
|
|
Gross Margin
|
|||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
OpComms
|
$
|
287.3
|
|
|
$
|
236.3
|
|
|
$
|
204.8
|
|
|
33.5
|
%
|
|
31.0
|
%
|
|
29.5
|
%
|
Lasers
|
59.9
|
|
|
61.4
|
|
|
67.4
|
|
|
41.7
|
%
|
|
43.3
|
%
|
|
47.1
|
%
|
|||
Segment total
|
$
|
347.2
|
|
|
$
|
297.7
|
|
|
$
|
272.2
|
|
|
34.7
|
%
|
|
33.0
|
%
|
|
32.5
|
%
|
Unallocated corporate items (1)
|
(29.1
|
)
|
|
(20.4
|
)
|
|
(14.3
|
)
|
|
|
|
|
|
|
||||||
Total
|
$
|
318.1
|
|
|
$
|
277.3
|
|
|
$
|
257.9
|
|
|
31.8
|
%
|
|
30.7
|
%
|
|
30.8
|
%
|
•
|
During the fourth quarter of fiscal 2016, management approved a plan to optimize operations and gain efficiencies throughout the organization. As a result, a restructuring charge of $0.7 million was recorded for severance and employee benefits during fiscal 2016. In total, there were 18 employees in manufacturing, R&D and SG&A functions that were terminated. Payments related to the remaining severance and benefits accrual have been paid in full.
|
•
|
We also incurred restructuring and related charges of $7.0 million from restructuring plans approved prior to fiscal 2016 primarily related to manufacturing transfer costs for transfer of certain production processes into existing sites in the United States or to contract manufacturers.
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Interest expense
|
$
|
(5.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.7
|
)
|
Foreign exchange gains (losses), net
|
0.6
|
|
|
(0.9
|
)
|
|
(0.3
|
)
|
|||
Other income (expense), net
|
1.7
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Interest and other income (expense), net
|
$
|
(3.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(1.1
|
)
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Provision for (benefit from) income taxes
|
$
|
42.7
|
|
|
$
|
0.4
|
|
|
$
|
(21.1
|
)
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligations
|
$
|
2.8
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
1.6
|
|
Purchase obligations
(1)
|
146.2
|
|
|
145.5
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
(1)
|
42.8
|
|
|
11.4
|
|
|
19.7
|
|
|
7.7
|
|
|
4.0
|
|
|||||
Pension and post-retirement benefit payments
(2)
|
3.9
|
|
|
0.5
|
|
|
0.2
|
|
|
0.2
|
|
|
3.0
|
|
|||||
0.25% Convertible Senior Notes due 2024
|
450.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450.0
|
|
|||||
Interest on 2024 Notes
(3)
|
7.3
|
|
|
1.2
|
|
|
2.2
|
|
|
2.2
|
|
|
1.7
|
|
|||||
Acquisition contingencies
(4)
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
655.7
|
|
|
$
|
158.9
|
|
|
$
|
25.9
|
|
|
$
|
10.6
|
|
|
$
|
460.3
|
|
•
|
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 our business and growth;
|
•
|
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, or other strategic transactions or partnerships;
|
•
|
issuance of debt or equity securities, or other financing transactions, including bank debt;
|
•
|
potential funding of pension liabilities either voluntarily or as required by law or regulation; and
|
•
|
the settlement of any conversion or redemption of the 2024 Notes in cash.
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Net revenue
|
$
|
1,001.6
|
|
|
$
|
903.0
|
|
|
$
|
837.1
|
|
Cost of sales
|
677.0
|
|
|
618.9
|
|
|
571.6
|
|
|||
Amortization of acquired technologies
|
6.5
|
|
|
6.8
|
|
|
7.6
|
|
|||
Gross profit
|
318.1
|
|
|
277.3
|
|
|
257.9
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
148.3
|
|
|
141.1
|
|
|
140.8
|
|
|||
Selling, general and administrative
|
110.2
|
|
|
117.3
|
|
|
128.9
|
|
|||
Restructuring and related charges
|
12.0
|
|
|
7.4
|
|
|
11.6
|
|
|||
Total operating expenses
|
270.5
|
|
|
265.8
|
|
|
281.3
|
|
|||
Income (loss) from operations
|
47.6
|
|
|
11.5
|
|
|
(23.4
|
)
|
|||
Unrealized loss on derivative liabilities
|
(104.2
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Interest and other income (expense), net
|
(3.2
|
)
|
|
(1.2
|
)
|
|
(1.1
|
)
|
|||
Income (loss) before income taxes
|
(59.8
|
)
|
|
9.7
|
|
|
(24.5
|
)
|
|||
Provision for (benefit from) income tax
|
42.7
|
|
|
0.4
|
|
|
(21.1
|
)
|
|||
Net income (loss)
|
(102.5
|
)
|
|
9.3
|
|
|
(3.4
|
)
|
|||
Cumulative dividends on Series A Preferred Stock
|
(0.9
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Accretion of Series A Preferred Stock
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
(103.4
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(3.4
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to common stockholders
(a)
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.71
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(1.71
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Shares used in per share calculation attributable to common stockholders
(a)
|
|
|
|
|
|
||||||
Basic
|
60.6
|
|
|
59.1
|
|
|
58.8
|
|
|||
Diluted
|
60.6
|
|
|
59.1
|
|
|
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 income (loss) 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
” in the Notes to Consolidated Financial Statements.
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Net income (loss)
|
$
|
(102.5
|
)
|
|
$
|
9.3
|
|
|
$
|
(3.4
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Net change in cumulative translation adjustment
|
(1.2
|
)
|
|
(2.0
|
)
|
|
(9.3
|
)
|
|||
Net change in defined benefit obligation, net of tax
|
|
|
|
|
|
||||||
Unrealized actuarial losses arising during the period
|
(0.8
|
)
|
|
(1.1
|
)
|
|
(0.9
|
)
|
|||
Net change in accumulated other comprehensive income (loss)
|
(2.0
|
)
|
|
(3.1
|
)
|
|
(10.2
|
)
|
|||
Comprehensive income (loss)
|
$
|
(104.5
|
)
|
|
$
|
6.2
|
|
|
$
|
(13.6
|
)
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
272.9
|
|
|
$
|
157.1
|
|
Short-term investments
|
282.4
|
|
|
—
|
|
||
Accounts receivable, net
|
166.3
|
|
|
170.5
|
|
||
Inventories
|
145.2
|
|
|
100.6
|
|
||
Prepayments and other current assets
|
63.5
|
|
|
61.3
|
|
||
Total current assets
|
930.3
|
|
|
489.5
|
|
||
Property, plant and equipment, net
|
273.5
|
|
|
183.4
|
|
||
Goodwill and intangibles, net
|
21.5
|
|
|
19.9
|
|
||
Deferred income taxes
|
3.9
|
|
|
31.9
|
|
||
Other non-current assets
|
3.7
|
|
|
1.6
|
|
||
Total assets
|
$
|
1,232.9
|
|
|
$
|
726.3
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, STOCKHOLDERS EQUITY, AND INVESTED EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
114.8
|
|
|
$
|
118.3
|
|
Accrued payroll and related expenses
|
27.5
|
|
|
26.5
|
|
||
Income taxes payable
|
0.7
|
|
|
1.9
|
|
||
Accrued expenses
|
19.3
|
|
|
14.9
|
|
||
Other current liabilities
|
21.9
|
|
|
12.1
|
|
||
Total current liabilities
|
184.2
|
|
|
173.7
|
|
||
Convertible note
|
317.5
|
|
|
—
|
|
||
Derivative liabilities
|
51.6
|
|
|
10.3
|
|
||
Other non-current liabilities
|
25.0
|
|
|
9.1
|
|
||
Total liabilities
|
578.3
|
|
|
193.1
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
||||
Redeemable convertible preferred stock:
|
|
|
|
||||
Non-controlling interest redeemable convertible Series A preferred stock, $0.001 par value, 10,000,000 authorized shares; 35,805 shares issued and outstanding as of July 1, 2017 and July 2, 2016
|
35.8
|
|
|
35.8
|
|
||
Total redeemable convertible preferred stock
|
35.8
|
|
|
35.8
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value, 990,000,000 authorized shares, 61,476,103 and 59,580,596 shares issued and outstanding as of July 1, 2017 and July 2, 2016, respectively
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
694.5
|
|
|
467.7
|
|
||
Retained earnings
|
(83.2
|
)
|
|
20.2
|
|
||
Accumulated other comprehensive income
|
7.4
|
|
|
9.4
|
|
||
Total stockholders’ equity
|
618.8
|
|
|
497.4
|
|
||
Total liabilities, redeemable convertible preferred stock, stockholders equity, and invested equity
|
$
|
1,232.9
|
|
|
$
|
726.3
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(102.5
|
)
|
|
$
|
9.3
|
|
|
$
|
(3.4
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
54.2
|
|
|
47.4
|
|
|
43.0
|
|
|||
Stock-based compensation
|
32.7
|
|
|
24.9
|
|
|
18.2
|
|
|||
Unrealized loss on derivative liability
|
104.2
|
|
|
0.6
|
|
|
—
|
|
|||
Amortization of acquired technologies and other intangibles
|
6.8
|
|
|
7.2
|
|
|
8.0
|
|
|||
Disposal of property, plant and equipment
|
0.2
|
|
|
0.6
|
|
|
(1.2
|
)
|
|||
Other non-cash (income) expenses
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||
Excess tax benefit associated with stock-based compensation
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of discount on 0.25% Convertible Senior Notes due 2024
|
5.1
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
4.2
|
|
|
(21.8
|
)
|
|
(17.8
|
)
|
|||
Inventories
|
(41.7
|
)
|
|
(3.1
|
)
|
|
(6.2
|
)
|
|||
Prepayments and other current and non-currents assets
|
(7.4
|
)
|
|
(12.7
|
)
|
|
(14.5
|
)
|
|||
Deferred taxes, net
|
26.8
|
|
|
(1.7
|
)
|
|
1.9
|
|
|||
Accounts payable
|
(16.9
|
)
|
|
28.9
|
|
|
1.0
|
|
|||
Accrued payroll and related expenses
|
1.0
|
|
|
9.2
|
|
|
(1.0
|
)
|
|||
Income taxes payable
|
15.9
|
|
|
(1.7
|
)
|
|
(10.8
|
)
|
|||
Accrued expenses and other current and non-current liabilities
|
6.2
|
|
|
(0.5
|
)
|
|
(6.9
|
)
|
|||
Net cash provided by operating activities
|
85.0
|
|
|
86.6
|
|
|
9.4
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of property, plant and equipment
|
(138.1
|
)
|
|
(82.0
|
)
|
|
(53.7
|
)
|
|||
Acquisition of business, net of cash acquired
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of short-term investments
|
(290.7
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from maturities and sales of short-term investments
|
8.2
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sales of property and equipment
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Net cash used in investing activities
|
(425.7
|
)
|
|
(82.0
|
)
|
|
(53.5
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net transfers from (to) Viavi
|
—
|
|
|
134.2
|
|
|
40.6
|
|
|||
Proceeds from the issuance of 0.25% Convertible Senior Notes due 2024, net of issuance costs
|
442.3
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit associated with stock-based compensation
|
3.8
|
|
|
—
|
|
|
—
|
|
|||
Payment of dividends - preferred stock
|
(0.9
|
)
|
|
(0.5
|
)
|
|
—
|
|
|||
Payment of financing obligation related to acquisition
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|||
Proceeds from employee stock plans
|
8.1
|
|
|
3.1
|
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
3.4
|
|
|
1.9
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
456.7
|
|
|
136.4
|
|
|
40.6
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
(0.2
|
)
|
|
1.6
|
|
|
(1.9
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
115.8
|
|
|
142.6
|
|
|
(5.4
|
)
|
|||
Cash and cash equivalents at beginning of period
|
157.1
|
|
|
14.5
|
|
|
19.9
|
|
|||
Cash and cash equivalents at end of period
|
$
|
272.9
|
|
|
$
|
157.1
|
|
|
$
|
14.5
|
|
|
(in millions)
|
|||||||||||||||||||||||||||||||||
|
Non-Controlling Interest Redeemable Convertible
Series A Preferred Stock |
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income/(Loss) |
|
Viavi Net Investment
|
|
Total Invested Equity /
Total Stockholders Equity |
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of June 28, 2014
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.7
|
|
|
$
|
312.9
|
|
|
$
|
335.6
|
|
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.2
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||||
Net transfers from Viavi
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58.6
|
|
|
58.6
|
|
|||||||
Balance as of June 27, 2015
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
368.1
|
|
|
380.6
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pre-Separation activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
(11.7
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(4.7
|
)
|
|||||||
Transfers from Viavi
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136.5
|
|
|
136.5
|
|
|||||||
Total pre-Separation activity
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
124.8
|
|
|
120.1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Post-Separation activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock and reclassification of parent company investment in connection with the Separation
|
—
|
|
|
—
|
|
|
|
58.8
|
|
|
0.1
|
|
|
457.0
|
|
|
—
|
|
|
—
|
|
|
(457.1
|
)
|
|
—
|
|
|||||||
Issuance of redeemable convertible preferred stock, net of issuance costs of $2.0
|
—
|
|
|
33.8
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.8
|
)
|
|
(35.8
|
)
|
|||||||
Accretion of equity issuance costs
|
—
|
|
|
2.0
|
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||||
Recognition of the bifurcation of the preferred stock’s derivative liability component
|
—
|
|
|
(9.7
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Recognition of the redemption value of the convertible preferred stock
|
—
|
|
|
9.7
|
|
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.7
|
)
|
|||||||
Declared dividend for preferred stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in millions)
|
|||||||||||||||||||||||||||||||||
|
Non-Controlling Interest Redeemable Convertible
Series A Preferred Stock |
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income/(Loss) |
|
Viavi Net Investment
|
|
Total Invested Equity /
Total Stockholders Equity |
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
Release of common stock shares upon vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld for the withholding on vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
(0.3
|
)
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
0.1
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||||
ESPP Shares issued
|
—
|
|
|
—
|
|
|
|
0.2
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|||||||
Net Income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|||||||
Total post-Separation activity
|
—
|
|
|
35.8
|
|
|
|
59.6
|
|
|
0.1
|
|
|
467.7
|
|
|
20.2
|
|
|
1.6
|
|
|
(492.9
|
)
|
|
(3.3
|
)
|
|||||||
Balance as of July 2, 2016
|
—
|
|
|
35.8
|
|
|
|
59.6
|
|
|
0.1
|
|
|
467.7
|
|
|
20.2
|
|
|
9.4
|
|
|
—
|
|
|
497.4
|
|
|||||||
Net Loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102.5
|
)
|
|
—
|
|
|
—
|
|
|
(102.5
|
)
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||||
Declared dividend for preferred stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||||
Reclassification of 2024 Notes derivative liability in connection with cash settlement condition
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
192.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192.8
|
|
|||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
—
|
|
|
—
|
|
|
|
1.6
|
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||||||
ESPP Shares issued
|
—
|
|
|
—
|
|
|
|
0.3
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.3
|
|
|||||||
Excess tax benefit associated with stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||||
Balance as of July 1, 2017
|
—
|
|
|
$
|
35.8
|
|
|
|
61.5
|
|
|
$
|
0.1
|
|
|
$
|
694.5
|
|
|
$
|
(83.2
|
)
|
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
618.8
|
|
a)
|
Contribution Agreement which identified the assets transferred, the liabilities assumed and the contracts assigned and it provided for when and how these transfers, assumptions and assignments would occur.
|
b)
|
Separation and Distribution Agreement which governs the Separation of the Lumentum business and other matters related to Lumentum’s relationship with Viavi.
|
c)
|
Tax Matters Agreement which governs the respective rights, responsibilities and obligations of Lumentum and Viavi with respect to tax liabilities and benefits, attributes, proceedings, returns and certain other tax matters.
|
d)
|
Employee Matters Agreement which governs the compensation and employee benefit obligations with respect to the current and former employees of Lumentum and Viavi, the treatment of equity based compensation and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Lumentum will participate in benefit plans sponsored or maintained by Lumentum.
|
e)
|
Securities Purchase Agreement, which also includes Amada Holdings Co., Ltd. (“Amada”), a customer of the Company, as a party, which sets forth the terms for the sale by Viavi to Amada of shares of Series A Preferred Stock (the “Series A Preferred Stock”) of Lumentum Inc., our wholly-owned subsidiary, following the Separation.
|
f)
|
Intellectual Property Matters Agreement which outlines the intellectual property rights of Lumentum and Viavi following the Separation, as well as non-compete restrictions between Viavi and Lumentum.
|
|
Years Ended
|
||||||
|
July 2, 2016
|
|
June 27, 2015
|
||||
Research and development
|
$
|
—
|
|
|
$
|
0.4
|
|
Selling, general and administrative
|
11.7
|
|
|
82.5
|
|
||
Restructuring and related charges
|
—
|
|
|
3.9
|
|
||
Interest and other (income) expenses, net
|
(0.1
|
)
|
|
0.4
|
|
||
Interest expense
|
0.1
|
|
|
0.7
|
|
||
Total allocated costs
|
$
|
11.7
|
|
|
$
|
87.9
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
(102.5
|
)
|
|
$
|
9.3
|
|
|
$
|
(3.4
|
)
|
Less: Cumulative dividends on Series A Preferred Stock
|
(0.9
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Less: Accretion of Series A Preferred Stock
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
(103.4
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(3.4
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
60.6
|
|
|
59.1
|
|
|
58.8
|
|
|||
Effect of dilutive securities from stock-based benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted
|
60.6
|
|
|
59.1
|
|
|
58.8
|
|
|||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.71
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(1.71
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
|
Foreign currency translation adjustments
|
|
Defined benefit obligation, net of tax
(1)
|
|
Total
|
||||||
Beginning balance as of July 2, 2016
|
$
|
11.7
|
|
|
$
|
(2.3
|
)
|
|
$
|
9.4
|
|
Other comprehensive loss
|
(1.2
|
)
|
|
(0.8
|
)
|
|
(2.0
|
)
|
|||
Ending balance as of July 1, 2017
|
$
|
10.5
|
|
|
$
|
(3.1
|
)
|
|
$
|
7.4
|
|
Cash and cash equivalents
|
$
|
—
|
|
Accounts receivable, net
|
0.1
|
|
|
Inventories
|
1.9
|
|
|
Prepayments and other current assets
|
0.2
|
|
|
Property, plant and equipment, net
|
0.8
|
|
|
Developed technology
|
2.4
|
|
|
Goodwill
|
5.6
|
|
|
Accounts payable
|
(0.4
|
)
|
|
Accrued expenses and payroll
|
(0.2
|
)
|
|
Deferred revenue
|
(1.1
|
)
|
|
Deferred tax liability
|
(0.6
|
)
|
|
Total value of assets acquired and liabilities assumed
|
$
|
8.7
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Finished goods
|
$
|
71.7
|
|
|
$
|
46.1
|
|
Work in process
|
49.4
|
|
|
25.5
|
|
||
Raw materials and purchased parts
|
24.1
|
|
|
29.0
|
|
||
Inventories
|
$
|
145.2
|
|
|
$
|
100.6
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Capitalized manufacturing overhead
|
$
|
30.1
|
|
|
$
|
27.3
|
|
Prepayments
|
12.3
|
|
|
6.4
|
|
||
Advances to contract manufacturers
|
10.5
|
|
|
10.3
|
|
||
Due from Viavi, net
|
0.5
|
|
|
2.0
|
|
||
Other current assets
|
10.1
|
|
|
15.3
|
|
||
Prepayments and other current assets
|
$
|
63.5
|
|
|
$
|
61.3
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Land
|
$
|
10.6
|
|
|
$
|
5.9
|
|
Buildings and improvement
|
37.3
|
|
|
28.9
|
|
||
Machinery and equipment
|
461.1
|
|
|
378.5
|
|
||
Furniture and fixtures and software
|
35.8
|
|
|
32.2
|
|
||
Leasehold improvements
|
30.5
|
|
|
28.6
|
|
||
Construction in progress
|
84.6
|
|
|
44.1
|
|
||
|
659.9
|
|
|
518.2
|
|
||
Less: Accumulated depreciation
|
(386.4
|
)
|
|
(334.8
|
)
|
||
Property, plant and equipment, net
|
$
|
273.5
|
|
|
$
|
183.4
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Warranty accrual
(1)
|
$
|
9.7
|
|
|
$
|
2.8
|
|
Restructuring accrual and related charges
(2)
|
3.8
|
|
|
5.5
|
|
||
Deferred revenue
|
6.9
|
|
|
2.7
|
|
||
Others
|
1.5
|
|
|
1.1
|
|
||
Other current liabilities
|
$
|
21.9
|
|
|
$
|
12.1
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Asset retirement obligation
|
$
|
2.5
|
|
|
$
|
2.3
|
|
Pension and related accrual
|
3.9
|
|
|
3.5
|
|
||
Deferred rent
|
3.3
|
|
|
1.6
|
|
||
Restructuring accrual and related charges
(2)
|
—
|
|
|
0.2
|
|
||
Unrecognized tax benefit
|
10.5
|
|
|
0.1
|
|
||
Other non-current liabilities
|
4.8
|
|
|
1.4
|
|
||
Other non-current liabilities
|
$
|
25.0
|
|
|
$
|
9.1
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash
|
$
|
201.3
|
|
|
$
|
157.1
|
|
Certificates of deposit
|
52.1
|
|
|
—
|
|
||
Commercial paper
|
14.7
|
|
|
—
|
|
||
Money market funds
|
4.8
|
|
|
—
|
|
||
Total cash and cash equivalents
|
$
|
272.9
|
|
|
$
|
157.1
|
|
|
As of July 1, 2017
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Certificates of deposit
|
$
|
202.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202.1
|
|
Asset-backed securities
|
26.1
|
|
|
—
|
|
|
—
|
|
|
26.1
|
|
||||
Corporate debt securities
|
46.4
|
|
|
—
|
|
|
—
|
|
|
46.4
|
|
||||
Municipal bonds
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||
Foreign government bonds
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
U.S. Treasury
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||
Total short-term investments
|
$
|
282.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
282.4
|
|
|
As of July 1, 2017
|
||
Due in 1 year
|
$
|
231.6
|
|
Due in 1 year through 5 years
|
48.4
|
|
|
Due in 5 years through 10 years
|
1.8
|
|
|
Due after 10 years
|
0.6
|
|
|
|
$
|
282.4
|
|
Level 1:
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
|
Level 3:
|
Inputs are unobservable inputs based on our assumptions.
|
|
As of July 1, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
—
|
|
|
$
|
52.1
|
|
|
$
|
—
|
|
|
$
|
52.1
|
|
Commercial paper
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||
Money market funds
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
202.1
|
|
|
—
|
|
|
202.1
|
|
||||
Asset-backed securities
|
—
|
|
|
26.1
|
|
|
—
|
|
|
26.1
|
|
||||
Corporate debt securities
|
—
|
|
|
46.4
|
|
|
—
|
|
|
46.4
|
|
||||
Municipal bonds
|
—
|
|
|
4.9
|
|
|
—
|
|
|
4.9
|
|
||||
Foreign government bonds
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
U.S. Treasury
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||
Total cash equivalents and marketable securities
|
$
|
6.7
|
|
|
$
|
347.3
|
|
|
$
|
—
|
|
|
$
|
354.0
|
|
Other accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51.6
|
|
|
$
|
51.6
|
|
Acquisition contingencies
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||
Pension and post-retirement benefit accrual
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
||||
Total other accrued liabilities
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
54.3
|
|
|
$
|
58.2
|
|
•
|
Authorize, approve, or make any change to the powers, preferences, privileges or rights of the Series A Preferred Stock;
|
•
|
Authorize or issue any additional shares of Series A Preferred Stock or reduce the number of shares of Series A Preferred Stock; or
|
•
|
Create, or hold capital stock in, any subsidiary that is not wholly-owned by the Company.
|
Liability component:
|
July 1, 2017
|
||
Principal
|
$
|
450.0
|
|
Unamortized debt discount
|
(132.5
|
)
|
|
Net carrying amount of the liability component
|
$
|
317.5
|
|
Carrying amount of the embedded derivative liability
|
$
|
—
|
|
(in millions, except percentages)
|
July 1, 2017
|
||
Contractual interest expense
|
$
|
0.4
|
|
Amortization of the debt discount
|
5.1
|
|
|
Total interest cost
|
$
|
5.5
|
|
Effective interest rate on the liability component
|
5.4
|
%
|
(
in millions
)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Balance as of beginning of period
|
$
|
10.3
|
|
|
$
|
—
|
|
Issuance of the embedded derivative for the series A preferred stock at fair value
|
—
|
|
|
9.7
|
|
||
Unrealized loss on the Series A Preferred Stock derivative liability
|
41.3
|
|
|
0.6
|
|
||
Balance as of end of period
|
$
|
51.6
|
|
|
$
|
10.3
|
|
(
in millions
)
|
July 1, 2017
|
|
July 2, 2016
|
||||
Balance as of beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
Fair value of the embedded derivative for the 2024 Notes at issuance
|
129.9
|
|
|
—
|
|
||
Unrealized loss on the 2024 Notes derivative liability
|
62.9
|
|
|
—
|
|
||
Reclassification of the 2024 Notes derivative liability in connection with TMA settlement condition
|
(192.8
|
)
|
|
—
|
|
||
Balance as of end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
June 29, 2017
|
|
March 8, 2017
|
||||
Stock price
|
$
|
57.30
|
|
|
$
|
45.50
|
|
Conversion price
|
$
|
60.62
|
|
|
$
|
60.62
|
|
Expected term (years)
|
6.7
|
|
|
7
|
|
||
Expected annual volatility
|
47.50
|
%
|
|
45.0
|
%
|
||
Risk-free rate
|
2.10
|
%
|
|
2.40
|
%
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Stock price
|
$
|
57.05
|
|
|
$
|
23.65
|
|
Conversion price
|
$
|
24.63
|
|
|
$
|
24.63
|
|
Expected term (years)
|
3.11
|
|
|
4.11
|
|
||
Expected annual volatility
|
47.5
|
%
|
|
40.0
|
%
|
||
Risk-free rate
|
1.57
|
%
|
|
0.96
|
%
|
||
Preferred yield
|
7.56
|
%
|
|
8.84
|
%
|
|
|
Optical Communications
|
|
Commercial Lasers
|
|
Total
|
||||||
Balance as of June 27, 2015
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
5.6
|
|
|
|
Currency translation
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Balance as of July 2, 2016
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
5.4
|
|
|
|
Acquisition of a business
|
5.6
|
|
|
—
|
|
|
5.6
|
|
|||
|
Currency translation
|
0.3
|
|
|
0.1
|
|
|
0.4
|
|
|||
Balance as of July 1, 2017
|
$
|
5.9
|
|
|
$
|
5.5
|
|
|
$
|
11.4
|
|
As of July 1, 2017
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Acquired developed technology
|
$
|
105.5
|
|
|
$
|
(95.4
|
)
|
|
$
|
10.1
|
|
Other
|
9.4
|
|
|
(9.4
|
)
|
|
—
|
|
|||
Total Intangibles
|
$
|
114.9
|
|
|
$
|
(104.8
|
)
|
|
$
|
10.1
|
|
As of July 2, 2016
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Acquired developed technology
|
$
|
103.0
|
|
|
$
|
(88.9
|
)
|
|
$
|
14.1
|
|
Other
|
9.4
|
|
|
(9.0
|
)
|
|
0.4
|
|
|||
Total Intangibles
|
$
|
112.4
|
|
|
$
|
(97.9
|
)
|
|
$
|
14.5
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Cost of sales
|
$
|
6.5
|
|
|
$
|
6.8
|
|
|
$
|
7.6
|
|
Operating expense
|
0.3
|
|
|
0.4
|
|
|
0.4
|
|
|||
Total
|
$
|
6.8
|
|
|
$
|
7.2
|
|
|
$
|
8.0
|
|
Fiscal Years
|
|
||
2018
|
$
|
3.2
|
|
2019
|
3.0
|
|
|
2020
|
2.8
|
|
|
2021
|
1.1
|
|
|
Thereafter
|
—
|
|
|
Total amortization
|
$
|
10.1
|
|
|
Fiscal 2015 Restructuring Plan
|
|
Fiscal 2016 Restructuring Plan
|
|
|
||||||||||||||
|
Restructuring Charges
|
|
Exit Costs
|
|
Restructuring Charges
|
|
Other Charges
|
|
Total
|
||||||||||
Liability as of July 2, 2016
|
$
|
4.5
|
|
|
$
|
0.5
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
5.7
|
|
Charges
|
2.1
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
12.0
|
|
|||||
Payments
|
(3.2
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(9.9
|
)
|
|
(13.9
|
)
|
|||||
Liability as of July 1, 2017
|
$
|
3.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Domestic
|
$
|
(78.4
|
)
|
|
$
|
60.7
|
|
|
$
|
(58.7
|
)
|
Foreign
|
18.6
|
|
|
(51.0
|
)
|
|
34.2
|
|
|||
Income (loss) before income taxes
|
$
|
(59.8
|
)
|
|
$
|
9.7
|
|
|
$
|
(24.5
|
)
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
13.7
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
13.7
|
|
|
1.6
|
|
|
—
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|||
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
2.1
|
|
|
1.2
|
|
|
(20.3
|
)
|
|||
Deferred
|
26.8
|
|
|
(2.6
|
)
|
|
(0.9
|
)
|
|||
|
28.9
|
|
|
(1.4
|
)
|
|
(21.2
|
)
|
|||
Total income tax (benefit) expense
|
$
|
42.7
|
|
|
$
|
0.4
|
|
|
$
|
(21.1
|
)
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Income tax (benefit) expense computed at federal statutory rate
|
$
|
(20.9
|
)
|
|
$
|
3.4
|
|
|
$
|
(8.6
|
)
|
State taxes, net of federal benefit
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Foreign rate differential
|
(4.8
|
)
|
|
21.3
|
|
|
0.2
|
|
|||
Change in valuation allowance
|
21.5
|
|
|
(29.4
|
)
|
|
(2.2
|
)
|
|||
Reversal of previously accrued taxes
|
—
|
|
|
—
|
|
|
(21.8
|
)
|
|||
Research and experimentation benefits and other tax credits
|
(2.9
|
)
|
|
(4.4
|
)
|
|
(3.1
|
)
|
|||
Permanent items
|
0.3
|
|
|
0.7
|
|
|
(0.7
|
)
|
|||
Stock-based compensation
|
4.9
|
|
|
4.3
|
|
|
1.2
|
|
|||
Fair value adjustment
|
36.5
|
|
|
—
|
|
|
—
|
|
|||
Subpart F
|
—
|
|
|
4.0
|
|
|
12.7
|
|
|||
Unrecognized tax benefits
|
8.4
|
|
|
—
|
|
|
1.0
|
|
|||
Other
|
(0.4
|
)
|
|
0.4
|
|
|
0.2
|
|
|||
Total income tax (benefit) expense
|
$
|
42.7
|
|
|
$
|
0.4
|
|
|
$
|
(21.1
|
)
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Gross deferred tax assets:
|
|
|
|
|
|
||||||
Intangibles
|
$
|
217.4
|
|
|
$
|
230.2
|
|
|
$
|
—
|
|
Tax credit carryforwards
|
34.9
|
|
|
43.8
|
|
|
41.6
|
|
|||
Net operating loss carryforwards
|
11.5
|
|
|
16.1
|
|
|
61.0
|
|
|||
Inventories
|
11.7
|
|
|
10.9
|
|
|
7.7
|
|
|||
Accruals and reserves
|
19.7
|
|
|
9.9
|
|
|
4.1
|
|
|||
Fixed assets
|
11.4
|
|
|
11.1
|
|
|
21.7
|
|
|||
Capital loss carryforwards
|
12.4
|
|
|
11.9
|
|
|
12.4
|
|
|||
Unclaimed research and experimental development expenditure
|
23.0
|
|
|
19.5
|
|
|
16.7
|
|
|||
Other
|
0.4
|
|
|
0.6
|
|
|
5.4
|
|
|||
Stock-based compensation
|
3.1
|
|
|
—
|
|
|
—
|
|
|||
Acquisition-related items
|
—
|
|
|
—
|
|
|
29.4
|
|
|||
Gross deferred tax assets
|
345.5
|
|
|
354.0
|
|
|
200.0
|
|
|||
Valuation allowance
|
(296.4
|
)
|
|
(321.4
|
)
|
|
(160.0
|
)
|
|||
Deferred tax assets
|
49.1
|
|
|
32.6
|
|
|
40.0
|
|
|||
Gross deferred tax liabilities:
|
|
|
|
|
|
||||||
Intangible amortization
|
(1.1
|
)
|
|
(1.0
|
)
|
|
(6.7
|
)
|
|||
Convertible note
|
(44.4
|
)
|
|
—
|
|
|
—
|
|
|||
Undistributed foreign earnings
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Deferred tax liabilities
|
(45.5
|
)
|
|
(1.0
|
)
|
|
(10.5
|
)
|
|||
Total net deferred tax assets
|
$
|
3.6
|
|
|
$
|
31.6
|
|
|
$
|
29.5
|
|
Balance at June 27, 2015
|
$
|
0.2
|
|
Reductions based on the tax positions related to the prior year
|
(0.1
|
)
|
|
Additions based on tax positions related to current year
|
2.1
|
|
|
Balance at July 2, 2016
|
$
|
2.2
|
|
Additions based on the tax positions related to the prior year
|
1.6
|
|
|
Additions based on tax positions related to current year
|
9.5
|
|
|
Balance at July 1, 2017
|
$
|
13.3
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Cost of sales
|
$
|
7.5
|
|
|
$
|
6.1
|
|
|
$
|
5.1
|
|
Research and development
|
11.6
|
|
|
9.0
|
|
|
7.3
|
|
|||
Selling, general and administrative
|
13.6
|
|
|
11.8
|
|
|
14.7
|
|
|||
|
$
|
32.7
|
|
|
$
|
26.9
|
|
|
$
|
27.1
|
|
|
|
|
Options Outstanding
|
|
Restricted Stock Units/Awards Outstanding
|
||||||||||||||
|
Available for Grant
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Number of Shares
(MSU/PSU)
|
|
Number of Shares
(RSU/RSA)
|
|
Weighted-Average Grant Date Fair Value
|
||||||||
Outstanding as of June 27, 2015
|
|
|
0.5
|
|
|
$
|
19.01
|
|
|
0.2
|
|
|
1.5
|
|
|
$
|
22.70
|
|
|
Authorized
|
8.5
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Granted
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
20.39
|
|
||
Exercised / Vested
|
—
|
|
|
(0.2
|
)
|
|
15.21
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
22.60
|
|
||
Canceled
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
21.85
|
|
||
Outstanding as of July 2, 2016
|
4.7
|
|
|
0.3
|
|
|
$
|
17.83
|
|
|
0.1
|
|
|
2.5
|
|
|
$
|
21.04
|
|
Authorized
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Granted
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
34.86
|
|
||
Exercised / Vested
|
—
|
|
|
(0.3
|
)
|
|
14.29
|
|
|
(0.1
|
)
|
|
(1.4
|
)
|
|
21.74
|
|
||
Canceled
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
23.78
|
|
||
Outstanding as of July 1, 2017
|
6.6
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2.2
|
|
|
$
|
28.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Vested and expected to vest
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2.1
|
|
|
$
|
28.61
|
|
|
|
Pension Benefit Plan
|
||||||
|
2017
|
|
2016
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
8.2
|
|
|
$
|
6.7
|
|
Service cost
|
0.6
|
|
|
0.4
|
|
||
Interest cost
|
—
|
|
|
0.1
|
|
||
Plan participants’ contribution
|
0.5
|
|
|
0.4
|
|
||
Actuarial (gains)/losses
|
0.5
|
|
|
0.9
|
|
||
Benefits paid
|
0.9
|
|
|
0.1
|
|
||
Foreign exchange impact
|
0.3
|
|
|
(0.4
|
)
|
||
Benefit obligation at end of year
|
$
|
11.0
|
|
|
$
|
8.2
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
4.7
|
|
|
$
|
4.6
|
|
Actual return on plan assets
|
0.1
|
|
|
(0.6
|
)
|
||
Employer contribution
|
0.8
|
|
|
0.4
|
|
||
Plan participants’ contribution
|
0.5
|
|
|
0.4
|
|
||
Benefits paid
|
0.9
|
|
|
0.1
|
|
||
Foreign exchange impact
|
0.1
|
|
|
(0.2
|
)
|
||
Fair value of plan assets at end of year
|
$
|
7.1
|
|
|
$
|
4.7
|
|
Funded status
|
$
|
(3.9
|
)
|
|
$
|
(3.5
|
)
|
Accumulated benefit obligation
|
$
|
8.2
|
|
|
$
|
6.7
|
|
|
Pension Benefit Plans
|
||||
|
2017
|
|
2016
|
||
Assumptions used to determine net periodic cost:
|
|
|
|
||
Discount rate
|
0.2
|
%
|
|
1.1
|
%
|
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
|
0.7
|
%
|
|
0.2
|
%
|
Rate of pension increase
|
2.3
|
%
|
|
2.3
|
%
|
|
|
|
|
|
|
Fair value measurement as of July 1, 2017
|
|||||||||||
|
Target Allocation
|
Total
|
|
Percentage of Plan Asset
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs (Level 2)
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Global equity
|
24
|
%
|
|
$
|
1.7
|
|
|
24
|
%
|
|
$
|
—
|
|
|
$
|
1.7
|
|
Fixed income
|
35
|
%
|
|
2.5
|
|
|
35
|
%
|
|
—
|
|
|
2.5
|
|
|||
Alternative Investment
|
15
|
%
|
|
1.6
|
|
|
23
|
%
|
|
—
|
|
|
1.6
|
|
|||
Cash
|
1
|
%
|
|
0.1
|
|
|
1
|
%
|
|
0.1
|
|
|
—
|
|
|||
Other
|
25
|
%
|
|
1.2
|
|
|
17
|
%
|
|
—
|
|
|
1.2
|
|
|||
Total Assets
|
|
|
$
|
7.1
|
|
|
100
|
%
|
|
$
|
0.1
|
|
|
$
|
7.0
|
|
|
|
|
|
|
|
Fair value measurement as of July 2, 2016
|
|||||||||||
|
Target Allocation
|
Total
|
|
Percentage of Plan Asset
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs (Level 2)
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Global equity
|
26
|
%
|
|
$
|
1.2
|
|
|
26
|
%
|
|
$
|
—
|
|
|
$
|
1.2
|
|
Fixed income
|
37
|
%
|
|
1.7
|
|
|
36
|
%
|
|
—
|
|
|
1.7
|
|
|||
Alternative Investment
|
19
|
%
|
|
0.9
|
|
|
19
|
%
|
|
—
|
|
|
0.9
|
|
|||
Cash
|
1
|
%
|
|
0.1
|
|
|
2
|
%
|
|
0.1
|
|
|
—
|
|
|||
Other
|
17
|
%
|
|
0.8
|
|
|
17
|
%
|
|
—
|
|
|
0.8
|
|
|||
Total Assets
|
|
|
$
|
4.7
|
|
|
100
|
%
|
|
$
|
0.1
|
|
|
$
|
4.6
|
|
2018
|
$
|
11.4
|
|
2019
|
11.3
|
|
|
2020
|
8.4
|
|
|
2021
|
4.6
|
|
|
2022
|
3.1
|
|
|
Thereafter
|
4.0
|
|
|
Total minimum operating lease payments
|
$
|
42.8
|
|
2018
|
$
|
1.2
|
|
2019
|
1.1
|
|
|
2020
|
1.1
|
|
|
2021
|
1.1
|
|
|
2022
|
1.1
|
|
|
Thereafter
|
451.7
|
|
|
Total 2024 Notes payments
|
$
|
457.3
|
|
|
Years Ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Balance as of beginning of year
|
$
|
2.8
|
|
|
$
|
2.8
|
|
Provision for warranty
|
14.9
|
|
|
2.9
|
|
||
Utilization of reserve
|
(8.0
|
)
|
|
(2.9
|
)
|
||
Balance as of year end
|
$
|
9.7
|
|
|
$
|
2.8
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
OpComms
|
$
|
857.8
|
|
|
$
|
761.3
|
|
|
$
|
694.1
|
|
Lasers
|
143.8
|
|
|
141.7
|
|
|
143.0
|
|
|||
Net revenue
|
$
|
1,001.6
|
|
|
$
|
903.0
|
|
|
$
|
837.1
|
|
Gross profit:
|
|
|
|
|
|
||||||
OpComms
|
287.3
|
|
|
236.3
|
|
|
204.8
|
|
|||
Lasers
|
59.9
|
|
|
61.4
|
|
|
67.4
|
|
|||
Total segment gross profit
|
347.2
|
|
|
297.7
|
|
|
272.2
|
|
|||
Unallocated amounts:
|
|
|
|
|
|
||||||
Stock-based compensation
|
(7.5
|
)
|
|
(6.1
|
)
|
|
(5.1
|
)
|
|||
Amortization of intangibles
|
(6.5
|
)
|
|
(6.8
|
)
|
|
(7.6
|
)
|
|||
Other charges
|
(15.1
|
)
|
|
(7.5
|
)
|
|
(1.6
|
)
|
|||
Gross profit
|
$
|
318.1
|
|
|
$
|
277.3
|
|
|
$
|
257.9
|
|
|
Years Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
OpComms:
|
|
85.6
|
%
|
|
|
84.3
|
%
|
|
|
82.9
|
%
|
Telecom
|
|
61.0
|
%
|
|
|
61.5
|
%
|
|
|
60.6
|
%
|
Datacom
|
|
20.1
|
%
|
|
|
18.1
|
%
|
|
|
17.4
|
%
|
Consumer and Industrial
|
|
4.5
|
%
|
|
|
4.7
|
%
|
|
|
4.9
|
%
|
Lasers
|
|
14.4
|
%
|
|
|
15.7
|
%
|
|
|
17.1
|
%
|
|
Years Ended
|
|||||||||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
|||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
147.9
|
|
|
14.8
|
%
|
|
$
|
162.3
|
|
|
18.0
|
%
|
|
$
|
162.4
|
|
|
19.4
|
%
|
Mexico
|
185.1
|
|
|
18.5
|
|
|
112.9
|
|
|
12.5
|
|
|
112.7
|
|
|
13.5
|
|
|||
Other Americas
|
9.2
|
|
|
0.9
|
|
|
19.6
|
|
|
2.2
|
|
|
31.1
|
|
|
3.6
|
|
|||
Total Americas
|
$
|
342.2
|
|
|
34.2
|
%
|
|
$
|
294.8
|
|
|
32.7
|
%
|
|
$
|
306.2
|
|
|
36.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hong Kong
|
$
|
226.7
|
|
|
22.6
|
%
|
|
$
|
214.0
|
|
|
23.7
|
%
|
|
$
|
120.4
|
|
|
14.4
|
%
|
Japan
|
99.2
|
|
|
9.9
|
|
|
92.9
|
|
|
10.3
|
|
|
106.6
|
|
|
12.7
|
|
|||
Other Asia-Pacific
|
225.4
|
|
|
22.5
|
|
|
177.8
|
|
|
19.6
|
|
|
174.4
|
|
|
20.9
|
|
|||
Total Asia-Pacific
|
$
|
551.3
|
|
|
55.0
|
%
|
|
$
|
484.7
|
|
|
53.6
|
%
|
|
$
|
401.4
|
|
|
48.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
EMEA
|
$
|
108.1
|
|
|
10.8
|
%
|
|
$
|
123.5
|
|
|
13.7
|
%
|
|
$
|
129.5
|
|
|
15.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total net revenue
|
$
|
1,001.6
|
|
|
|
|
$
|
903.0
|
|
|
|
|
$
|
837.1
|
|
|
|
|
Years Ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Property, Plant and Equipment, net
|
|
|
|
||||
United States
|
$
|
88.2
|
|
|
$
|
69.0
|
|
Canada
|
13.8
|
|
|
21.4
|
|
||
China
|
82.5
|
|
|
46.6
|
|
||
Thailand
|
85.3
|
|
|
43.8
|
|
||
Other Asia-Pacific
|
1.9
|
|
|
0.2
|
|
||
EMEA
|
1.8
|
|
|
2.4
|
|
||
Total long-lived assets
|
$
|
273.5
|
|
|
$
|
183.4
|
|
|
July 1, 2017
|
|
April 1, 2017
|
|
December 31, 2016
|
|
October 1, 2016
|
|
July 2, 2016
(2)
|
|
April 2, 2016
(2)
|
|
December 26, 2015
(2)
|
|
September 26, 2015
(2)
|
||||||||||||||||
Net revenue
|
$
|
222.7
|
|
|
$
|
255.8
|
|
|
$
|
265.0
|
|
|
$
|
258.1
|
|
|
$
|
241.7
|
|
|
$
|
230.4
|
|
|
$
|
218.3
|
|
|
$
|
212.6
|
|
Cost of sales
|
154.0
|
|
|
172.0
|
|
|
176.3
|
|
|
174.7
|
|
|
160.5
|
|
|
165.9
|
|
|
148.5
|
|
|
144.0
|
|
||||||||
Amortization of acquired technologies
|
1.4
|
|
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
|
1.7
|
|
||||||||
Gross profit
|
67.3
|
|
|
82.1
|
|
|
87.0
|
|
|
81.7
|
|
|
79.5
|
|
|
62.8
|
|
|
68.1
|
|
|
66.9
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
35.4
|
|
|
37.3
|
|
|
38.7
|
|
|
36.9
|
|
|
36.4
|
|
|
35.3
|
|
|
35.0
|
|
|
34.4
|
|
||||||||
Selling, general and administrative
|
26.0
|
|
|
28.1
|
|
|
31.0
|
|
|
25.1
|
|
|
29.5
|
|
|
28.0
|
|
|
25.8
|
|
|
34.0
|
|
||||||||
Restructuring and related charges
|
2.0
|
|
|
3.1
|
|
|
4.0
|
|
|
2.9
|
|
|
3.5
|
|
|
1.8
|
|
|
1.1
|
|
|
1.0
|
|
||||||||
Total operating expenses
|
63.4
|
|
|
68.5
|
|
|
73.7
|
|
|
64.9
|
|
|
69.4
|
|
|
65.1
|
|
|
61.9
|
|
|
69.4
|
|
||||||||
Income (loss) from operations
|
3.9
|
|
|
13.6
|
|
|
13.3
|
|
|
16.8
|
|
|
10.1
|
|
|
(2.3
|
)
|
|
6.2
|
|
|
(2.5
|
)
|
||||||||
Unrealized (gain) loss on derivative liabilities
|
(29.7
|
)
|
|
(56.6
|
)
|
|
4.8
|
|
|
(22.7
|
)
|
|
4.4
|
|
|
(4.8
|
)
|
|
(2.4
|
)
|
|
2.2
|
|
||||||||
Interest and other income (expense), net
|
(1.8
|
)
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
||||||||
Income (loss) before income taxes
|
(27.6
|
)
|
|
(44.4
|
)
|
|
17.9
|
|
|
(5.7
|
)
|
|
14.4
|
|
|
(7.5
|
)
|
|
3.3
|
|
|
(0.5
|
)
|
||||||||
(Benefit from) provisions for income taxes
|
27.3
|
|
|
11.6
|
|
|
6.1
|
|
|
(2.3
|
)
|
|
0.1
|
|
|
0.1
|
|
|
0.5
|
|
|
(0.3
|
)
|
||||||||
Net income (loss)
|
$
|
(54.9
|
)
|
|
$
|
(56.0
|
)
|
|
$
|
11.8
|
|
|
$
|
(3.4
|
)
|
|
$
|
14.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
2.8
|
|
|
$
|
(0.2
|
)
|
Net income (loss) attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per share attributable to common stockholders
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.90
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.20
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.05
|
|
|
$
|
—
|
|
Diluted
|
$
|
(0.90
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.05
|
|
|
$
|
—
|
|
Shares used in per share calculation attributable to common stockholders:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
61.3
|
|
|
61.0
|
|
|
60.3
|
|
|
59.9
|
|
|
59.4
|
|
|
59.2
|
|
|
59.0
|
|
|
58.8
|
|
||||||||
Diluted
|
61.3
|
|
|
61.0
|
|
|
62.7
|
|
|
59.9
|
|
|
61.8
|
|
|
59.2
|
|
|
59.2
|
|
|
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 income (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” in the Notes to Consolidated Financial Statements.
|
(2)
|
During the three months ended July 2, 2016 we corrected an error relating to the understatement of the restructuring expense of $
0.2 million
, $
0.2 million
and $
0.4 million
for the three months ended September 26, 2015, December 26, 2015 and April 2, 2016, respectively, resulting in the overstatement of restructuring expense of
$0.8 million
for the three months ended July 2, 2016. During the three months ended April 2, 2016, we corrected an error relating to stock-based compensation expense for the three months ended December 26, 2015 in which stock-based compensation expense of $
1.0 million
was excluded for a specific restricted stock grant, resulting in the overstatement of stock-based compensation expense of
$1.0 million
for the three months ended April 2, 2016. Additionally during the three months ended April 2, 2016, we corrected an error relating to the overstatement of sales and use tax expense of $
0.2 million
and $
0.3 million
for the three months ended September 26, 2015 and December 26, 2015, respectively, resulting in the understatement of sales and use tax expense of
$0.5 million
for the three months ended April 2, 2016. During the three months ended December 26, 2015, we corrected an error relating to the determination of the accretion amount of Series A preferred stock for the three months ended September 26, 2015 in which the accretion of the discount related to issuance cost of $
2.0 million
was excluded, resulting in the overstatement of the accretion of Series A preferred stock of
$2.0 million
for the three months ended December 26, 2015.
|
|
Page
|
|
(in millions)
|
||||||||||||||
|
Balance at
Beginning of Period |
|
Increase (decrease) to
Costs and Expenses |
|
Write
Offs |
|
Balance
at End of Period |
||||||||
Accounts receivable allowance:
|
|
|
|
|
|
|
|
||||||||
Fiscal year ended July 1, 2017
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.8
|
|
Fiscal year ended July 2, 2016
|
$
|
1.2
|
|
|
$
|
0.6
|
|
|
$
|
(0.9
|
)
|
|
$
|
0.9
|
|
|
|
(in millions)
|
||||||||||||||
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
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
321.4
|
|
|
$
|
16.7
|
|
|
$
|
(41.7
|
)
|
|
$
|
296.4
|
|
2016
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
160.0
|
|
|
$
|
214.3
|
|
|
$
|
(52.9
|
)
|
|
$
|
321.4
|
|
2015
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
184.6
|
|
|
$
|
3.4
|
|
|
$
|
(28.0
|
)
|
|
$
|
160.0
|
|
|
|
|
|
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
|
|
Separation and Distribution Agreement
|
|
8-K
|
|
2.2
|
|
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
|
|
|
4.2
|
|
Indenture, dated March 8, 2017, between Lumentum Holdings Inc. and U.S. Bank National Association
|
|
8-K
|
|
4.1
|
|
3/2/2017
|
|
|
4.3
|
|
Form of 0.250% Convertible Senior Note due 2024 (included in Exhibit 4.2)
|
|
8-K
|
|
4.2
|
|
3/2/2017
|
|
|
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
|
|
10-K
|
|
10.8
|
|
9/25/2015
|
|
|
10.9*
|
|
Separation Agreement between Lumentum Operations LLC and Craig Cocchi dated February 4, 2016
|
|
8-K
|
|
10.1
|
|
2/4/2016
|
|
|
10.10
|
|
Purchase Agreement, dated as of March 2, 2017, between Lumentum Holdings Inc. and Goldman Sachs & Co., as representative of the Initial Purchasers listed in Schedule I thereto.
|
|
8-K
|
|
10.1
|
|
3/2/2017
|
|
|
21.1
|
|
Subsidiaries of Lumentum Holdings Inc.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
|
|
|
|
|
|
|
|
X
|
23.2
|
|
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.
|
|
|
|
|
|
|
|
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**
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XBRL Taxonomy Extension Schema
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101.CAL**
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XBRL Taxonomy Extension Calculation
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase
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101.PRE**
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XBRL Taxonomy Extension Presentation
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Date:
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August 29, 2017
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LUMENTUM HOLDINGS INC.
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/s/ Aaron Tachibana
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By:
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Aaron Tachibana
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Chief Financial Officer
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Signature
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Title
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Date
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/s/ ALAN LOWE
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President, Chief Executive Officer and Director (principal executive officer)
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August 29, 2017
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Alan Lowe
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/s/ AARON TACHIBANA
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Chief Financial Officer (principal financial and accounting officer)
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August 29, 2017
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Aaron Tachibana
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/s/ HAROLD COVERT
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Director
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August 29, 2017
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Harold Covert
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/s/ PENELOPE HERSCHER
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Director
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August 29, 2017
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Penelope Herscher
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/s/ MARTIN KAPLAN
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Chairman
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August 29, 2017
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Martin Kaplan
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/s/ BRIAN LILLIE
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Director
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August 29, 2017
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Brian Lillie
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/s/ SAMUEL THOMAS
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Director
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August 29, 2017
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Samuel Thomas
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Name of Entity
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State or Other
Jurisdiction of Incorporation or Organization |
DOMESTIC
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CCOP International Holdings Inc.
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Delaware
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E20 Communications Inc.
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Delaware
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Lightwave Electronics Corporation
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California
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Lumentum Inc.
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Delaware
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Lumentum Operations LLC
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Delaware
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Lumentum Optical Corporation
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Massachusetts
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SDL PIRI, Inc.
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Delaware
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INTERNATIONAL
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Lumentum Asia Limited
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Hong Kong
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Lumentum (BVI) Ltd
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British Virgin Islands
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Lumentum Canada Ltd
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Canada
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Lumentum Communication Technology (Shenzhen) Co., Ltd.
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China
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Lumentum International Tech Co.
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Cayman Islands
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Lumentum International (Thailand) Co., Ltd.
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Thailand
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Lumentum Israel Ltd
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Israel
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Lumentum K.K.
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Japan
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Lumentum Netherlands B.V.
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Netherlands
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Lumentum Ottawa Inc.
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Canada
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Lumentum Switzerland AG
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Switzerland
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Lumentum Taiwan Co., Ltd.
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Taiwan
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Lumentum Tech LLC
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Cayman Islands
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Lumentum Technologies Limited
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Canada
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OPTACORE d.o.o.
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Slovenia
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/s/ ALAN LOWE
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Alan Lowe
President and Chief Executive Officer
(Principal Executive Officer)
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/s/ AARON TACHIBANA
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Aaron Tachibana
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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/s/ ALAN LOWE
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Alan Lowe
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President and Chief Executive Officer
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(Principal Executive Officer)
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/s/ AARON TACHIBANA
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Aaron Tachibana
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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