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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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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value of $0.001 per share
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LITE
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Nasdaq Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging Growth company
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o
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TABLE OF CONTENTS
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Page
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Years Ended
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||||||||||||||||
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June 29, 2019
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June 30, 2018
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July 1, 2017
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||||||||||||
OpComms:
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|||||||||
Telecom
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$
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786.5
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50.2
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%
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$
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476.3
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38.1
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%
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$
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610.7
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61.0
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%
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Datacom
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166.4
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10.6
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%
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|
150.4
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12.1
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%
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201.3
|
|
20.0
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%
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|||
Consumer and Industrial
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417.3
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26.7
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%
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432.5
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34.7
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%
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45.8
|
|
4.6
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%
|
|||
Total OpComms
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$
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1,370.2
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|
87.5
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%
|
|
$
|
1,059.2
|
|
84.9
|
%
|
|
$
|
857.8
|
|
85.6
|
%
|
Lasers
|
195.1
|
|
12.5
|
%
|
|
188.5
|
|
15.1
|
%
|
|
143.8
|
|
14.4
|
%
|
|||
Total Revenue
|
$
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1,565.3
|
|
|
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$
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1,247.7
|
|
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$
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1,001.6
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|
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•
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changes in general IT spending;
|
•
|
the imposition of government controls, inclusive of critical infrastructure protection;
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•
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changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries, including tariffs, sanctions, or other costs or requirements which may affect our ability to import or export our products from various countries or increase the cost to do so, including government action to restrict our ability to sell to foreign customers where sales of products may require export licenses (such as the U.S. Department of Commerce’s addition of Huawei to the Entity List in May 2019 and the prohibition of export and sale of certain products to ZTE Corporation in early 2018) and increased tariffs on various products that have been proposed by the U.S. government and other non-U.S. governments;
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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; and
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•
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the impact of the following on service provider and government spending patterns as well as our contract and internal manufacturing: political considerations, unfavorable changes in tax treaties or laws, unfavorable events that affect foreign currencies, natural disasters, epidemic disease, labor unrest, earnings expatriation restrictions,
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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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unanticipated changes in the acquired business, including due to regulatory action or changes in the operating results or financial condition of the business;
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•
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the inability 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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loss of customers, suppliers or partners;
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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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loss of customers, suppliers or partners;
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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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we may face unanticipated liabilities or our exposure for known contingencies and liabilities may exceed our estimates;
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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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unexpected losses of key employees of the acquired company, or inability to maintain our company culture;
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•
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conforming the acquired company’s standards, processes, procedures and controls with our operations, including integrating Enterprise Resource Planning (“ERP”) systems and other key business applications;
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•
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coordinating new product and process development;
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•
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increasing complexity from combining operations;
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•
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increasing the scope, geographic diversity and complexity of our operations;
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•
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difficulties in consolidating facilities and transferring processes and know-how; and
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•
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diversion of management’s attention from other business concerns.
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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;
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•
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incurrence of indebtedness on terms that are unfavorable to us, limit our operational flexibility or that we are unable to repay;
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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, and of our customers;
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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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•
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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, competitors, customers, or our contract manufacturers 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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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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•
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the timing and amount of dividends and share repurchases, if any; and
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•
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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 and the Term Loan Facility;
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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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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•
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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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•
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restrict us from exploiting business opportunities;
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•
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place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
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High
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Low
|
||||
Fiscal 2019 Quarter Ended:
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|
||||
June 29, 2019
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$
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63.74
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$
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40.47
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March 30, 2019
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$
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56.54
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$
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39.01
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December 29, 2018
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$
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62.36
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$
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37.50
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September 29, 2018
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$
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68.80
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$
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52.10
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|
Fiscal 2018 Quarter Ended:
|
|
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|
||||
June 30, 2018
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$
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64.50
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$
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50.20
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|
March 31, 2018
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$
|
73.20
|
|
|
$
|
42.60
|
|
December 30, 2017
|
$
|
64.75
|
|
|
$
|
46.40
|
|
September 30, 2017
|
$
|
67.95
|
|
|
$
|
50.80
|
|
|
Years Ended
|
||||||||||||||||||
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June 29, 2019 (1)
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June 30, 2018 (2)
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July 1, 2017 (3)
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July 2, 2016
|
|
June 27, 2015 (4)
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
1,565.3
|
|
|
$
|
1,247.7
|
|
|
$
|
1,001.6
|
|
|
$
|
903.0
|
|
|
$
|
837.1
|
|
Gross profit
|
425.9
|
|
|
432.1
|
|
|
318.1
|
|
|
277.3
|
|
|
257.9
|
|
|||||
Income (loss) from operations
|
(21.6
|
)
|
|
139.9
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|
|
47.6
|
|
|
11.5
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|
|
(23.4
|
)
|
|||||
Net (loss) income
|
(36.4
|
)
|
|
248.1
|
|
|
(102.5
|
)
|
|
9.3
|
|
|
(3.4
|
)
|
|||||
Cumulative dividends on Series A Preferred Stock
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||||
Accretion of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|||||
Earnings allocated to Series A Preferred Stock
|
(1.2
|
)
|
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
$
|
(37.9
|
)
|
|
$
|
241.5
|
|
|
$
|
(103.4
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(3.4
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share attributable to common stockholders (5):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.54
|
)
|
|
$
|
3.88
|
|
|
$
|
(1.71
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Diluted
|
$
|
(0.54
|
)
|
|
$
|
3.82
|
|
|
$
|
(1.71
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Shares used to compute net income (loss) per share attributable to common stockholders (5):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
70.7
|
|
|
62.3
|
|
|
60.6
|
|
|
59.1
|
|
|
58.8
|
|
|||||
Diluted
|
70.7
|
|
|
63.3
|
|
|
60.6
|
|
|
59.1
|
|
|
58.8
|
|
|
Balance as of
|
||||||||||||||||||
|
June 29, 2019 (1)
|
|
June 30, 2018 (2)
|
|
July 1, 2017 (3)
|
|
July 2, 2016
|
|
June 27, 2015 (4)
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
432.6
|
|
|
$
|
397.3
|
|
|
$
|
272.9
|
|
|
$
|
157.1
|
|
|
$
|
14.5
|
|
Total assets
|
2,716.6
|
|
|
1,581.5
|
|
|
1,232.9
|
|
|
726.3
|
|
|
512.6
|
|
|||||
Convertible notes
|
351.9
|
|
|
334.2
|
|
|
317.5
|
|
|
—
|
|
|
—
|
|
|||||
Term loan, non-current
|
484.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Derivative liability
|
—
|
|
|
52.4
|
|
|
51.6
|
|
|
10.3
|
|
|
—
|
|
|||||
Other non-current liabilities
|
33.7
|
|
|
19.0
|
|
|
25.0
|
|
|
9.1
|
|
|
9.8
|
|
|||||
Total redeemable convertible preferred stock
|
—
|
|
|
35.8
|
|
|
35.8
|
|
|
35.8
|
|
|
—
|
|
|||||
Total stockholders’ equity
|
1,497.1
|
|
|
926.1
|
|
|
618.8
|
|
|
497.4
|
|
|
380.6
|
|
(1)
|
On December 10, 2018, we completed the acquisition of Oclaro, a provider of optical components and modules for the long-haul, metro and data center markets, for $1.4 billion, which was funded through the issuance of Lumentum common stock, new debt, and cash balances of the combined company. Refer to “Note 5. Business Combination” in the notes to consolidated financial statements for further discussion of the merger. Results of operations and financial position of the business acquired have been included in our consolidated financial statements subsequent to the date of acquisition.
|
(2)
|
During the second quarter of fiscal 2018, we had a credit of $207.0 million primarily related to a release of a U.S. valuation allowance, which was offset by a write-down of deferred tax assets in the amount of $83.0 million due to the lower corporate tax rate enacted under the 2017 “Tax Cuts and Jobs Act” reform.
|
(3)
|
During the third quarter of fiscal 2017, we completed the acquisition of a privately held company. Results of operations and financial position of the business acquired have been included in our consolidated financial statements subsequent to the date of acquisition.
|
(4)
|
In 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.
|
(5)
|
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.
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenues when, or as, the contractual performance obligations are satisfied.
|
|
Less than 1 year
|
1-2 years
|
Greater than 2 years
|
Total
|
Performance Obligations
|
$446.1
|
$7.0
|
$—
|
$453.1
|
Contract balances
|
Balance sheet location
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
Percentage Change
|
Accounts receivable, net
|
Accounts receivable, net
|
$238.0
|
|
$197.1
|
|
$40.9
|
|
20.8%
|
Deferred revenue and customer deposits
|
Other current liabilities
|
$2.9
|
|
$2.8
|
|
$0.1
|
|
3.6%
|
|
Years Ended
|
|||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
|||
Segment net revenue:
|
|
|
|
|
|
|||
OpComms
|
87.5
|
%
|
|
84.9
|
%
|
|
85.6
|
%
|
Lasers
|
12.5
|
|
|
15.1
|
|
|
14.4
|
|
Net revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of sales
|
69.8
|
|
|
65.1
|
|
|
67.6
|
|
Amortization of acquired intangibles
|
3.0
|
|
|
0.3
|
|
|
0.6
|
|
Gross profit
|
27.2
|
|
|
34.6
|
|
|
31.8
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
11.8
|
|
|
12.6
|
|
|
14.8
|
|
Selling, general and administrative
|
12.8
|
|
|
10.3
|
|
|
11.0
|
|
Restructuring and related charges
|
2.0
|
|
|
0.6
|
|
|
1.2
|
|
Impairment charge
|
2.0
|
|
|
—
|
|
|
—
|
|
Total operating expenses
|
28.6
|
|
|
23.4
|
|
|
27.0
|
|
Income/(loss) from operations
|
(1.4
|
)
|
|
11.2
|
|
|
4.8
|
|
Unrealized gain (loss) on derivative liability
|
0.6
|
|
|
(0.1
|
)
|
|
(10.4
|
)
|
Interest and other income (expense), net
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
Income/(loss) before income taxes
|
(2.1
|
)
|
|
10.4
|
|
|
(6.0
|
)
|
Provision for (benefit from) income taxes
|
0.2
|
|
|
(9.5
|
)
|
|
4.3
|
|
Net income/(loss)
|
(2.3
|
)%
|
|
19.9
|
%
|
|
(10.2
|
)%
|
|
2019
|
|
2018
|
|
Change
|
|
Percentage Change
|
|
2018
|
|
2017
|
|
Change
|
|
Percentage Change
|
||||||||||||||
Segment net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
OpComms
|
$
|
1,370.2
|
|
|
$
|
1,059.2
|
|
|
$
|
311.0
|
|
|
29.4
|
%
|
|
$
|
1,059.2
|
|
|
$
|
857.8
|
|
|
$
|
201.4
|
|
|
23.5
|
%
|
Lasers
|
195.1
|
|
|
188.5
|
|
|
6.6
|
|
|
3.5
|
|
|
188.5
|
|
|
143.8
|
|
|
44.7
|
|
|
31.1
|
|
||||||
Net revenue
|
$
|
1,565.3
|
|
|
$
|
1,247.7
|
|
|
$
|
317.6
|
|
|
25.5
|
%
|
|
$
|
1,247.7
|
|
|
$
|
1,001.6
|
|
|
$
|
246.1
|
|
|
24.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
425.9
|
|
|
$
|
432.1
|
|
|
$
|
(6.2
|
)
|
|
(1.4
|
)%
|
|
$
|
432.1
|
|
|
$
|
318.1
|
|
|
$
|
114.0
|
|
|
35.8
|
%
|
Gross margin
|
27.2
|
%
|
|
34.6
|
%
|
|
|
|
|
|
34.6
|
%
|
|
31.8
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
$
|
184.6
|
|
|
$
|
156.8
|
|
|
$
|
27.8
|
|
|
17.7
|
%
|
|
$
|
156.8
|
|
|
$
|
148.3
|
|
|
$
|
8.5
|
|
|
5.7
|
%
|
Percentage of net revenue
|
11.8
|
%
|
|
12.6
|
%
|
|
|
|
|
|
12.6
|
%
|
|
14.8
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative
|
$
|
200.3
|
|
|
$
|
128.2
|
|
|
$
|
72.1
|
|
|
56.2
|
%
|
|
$
|
128.2
|
|
|
$
|
110.2
|
|
|
$
|
18.0
|
|
|
16.3
|
%
|
Percentage of net revenue
|
12.8
|
%
|
|
10.3
|
%
|
|
|
|
|
|
10.3
|
%
|
|
11.0
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restructuring and related charges
|
$
|
31.9
|
|
|
$
|
7.2
|
|
|
$
|
24.7
|
|
|
343.1
|
%
|
|
$
|
7.2
|
|
|
$
|
12.0
|
|
|
$
|
(4.8
|
)
|
|
(40.0
|
)%
|
Percentage of net revenue
|
2.0
|
%
|
|
0.6
|
%
|
|
|
|
|
|
0.6
|
%
|
|
1.2
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Impairment charge
|
$
|
30.7
|
|
|
$
|
—
|
|
|
$
|
30.7
|
|
|
100.0
|
%
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
||
Percentage of net revenue
|
2.0
|
%
|
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
|
Years Ended
|
|||||||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
|||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
100.9
|
|
|
6.4
|
%
|
|
$
|
115.1
|
|
|
9.2
|
%
|
|
$
|
147.9
|
|
|
14.8
|
%
|
Mexico
|
214.9
|
|
|
13.7
|
|
|
145.8
|
|
|
11.7
|
|
|
185.1
|
|
|
18.5
|
|
|||
Other Americas
|
4.3
|
|
|
0.3
|
|
|
7.0
|
|
|
0.6
|
|
|
9.2
|
|
|
0.9
|
|
|||
Total Americas
|
$
|
320.1
|
|
|
20.4
|
%
|
|
$
|
267.9
|
|
|
21.5
|
%
|
|
$
|
342.2
|
|
|
34.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hong Kong
|
$
|
387.9
|
|
|
24.8
|
%
|
|
$
|
183.0
|
|
|
14.7
|
%
|
|
$
|
226.7
|
|
|
22.6
|
%
|
Japan
|
176.0
|
|
|
11.2
|
|
|
194.7
|
|
|
15.6
|
|
|
99.2
|
|
|
9.9
|
|
|||
South Korea
|
162.4
|
|
|
10.4
|
|
|
146.1
|
|
|
11.7
|
|
|
4.9
|
|
|
0.5
|
|
|||
Other Asia-Pacific
|
356.1
|
|
|
22.7
|
|
|
354.2
|
|
|
28.3
|
|
|
220.5
|
|
|
22.0
|
|
|||
Total Asia-Pacific
|
$
|
1,082.4
|
|
|
69.1
|
%
|
|
$
|
878.0
|
|
|
70.3
|
%
|
|
$
|
551.3
|
|
|
55.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
EMEA
|
$
|
162.8
|
|
|
10.5
|
%
|
|
$
|
101.8
|
|
|
8.2
|
%
|
|
$
|
108.1
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total net revenue
|
$
|
1,565.3
|
|
|
|
|
$
|
1,247.7
|
|
|
|
|
$
|
1,001.6
|
|
|
|
|
Gross Profit
|
|
Gross Margin
|
|||||||||||||||||
|
Years Ended
|
|
Years Ended
|
|||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||
OpComms
|
$
|
534.1
|
|
|
$
|
402.3
|
|
|
$
|
287.3
|
|
|
39.0
|
%
|
|
38.0
|
%
|
|
33.5
|
%
|
Lasers
|
84.4
|
|
|
82.8
|
|
|
59.9
|
|
|
43.3
|
%
|
|
43.9
|
%
|
|
41.7
|
%
|
|||
Segment total
|
$
|
618.5
|
|
|
$
|
485.1
|
|
|
$
|
347.2
|
|
|
39.5
|
%
|
|
38.9
|
%
|
|
34.7
|
%
|
Unallocated corporate items:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock-based compensation
|
(15.1
|
)
|
|
(12.6
|
)
|
|
(7.5
|
)
|
|
|
|
|
|
|
||||||
Amortization of intangibles
|
(46.6
|
)
|
|
(3.2
|
)
|
|
(6.5
|
)
|
|
|
|
|
|
|
||||||
Amortization of inventory step up
|
(54.6
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Inventory write down due to product lines exit
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Integration related costs
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
Other charges (1)
|
(48.9
|
)
|
|
(37.2
|
)
|
|
(15.1
|
)
|
|
|
|
|
|
|
||||||
Total
|
$
|
425.9
|
|
|
$
|
432.1
|
|
|
$
|
318.1
|
|
|
27.2
|
%
|
|
34.6
|
%
|
|
31.8
|
%
|
•
|
During the fourth quarter of fiscal 2018, we initiated a new restructuring plan in order to realign the organization and enable further investment in key priority areas. As a result, a restructuring charge of $3.4 million was recorded for severance costs and employee benefits. In total, 52 employees in manufacturing, R&D and SG&A functions were terminated in connection with this new restructuring plan.
|
•
|
We also incurred restructuring and related charges of $3.8 million from restructuring plans approved prior to fiscal 2016 primarily related to the shut down of our manufacturing facility in Bloomfield, Connecticut as a result of the transfer of certain production processes into existing sites in the United States or to contract manufacturers.
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Interest expense
|
$
|
(36.3
|
)
|
|
$
|
(18.2
|
)
|
|
$
|
(5.5
|
)
|
|
|
|
|
|
|
||||||
Foreign exchange gains (losses), net
|
(0.6
|
)
|
|
(0.3
|
)
|
|
0.6
|
|
|||
Interest income
|
13.9
|
|
|
8.5
|
|
|
1.1
|
|
|||
Other income (expense), net
|
2.5
|
|
|
0.3
|
|
|
0.6
|
|
|||
Total other income (expense), net
|
$
|
15.8
|
|
|
$
|
8.5
|
|
|
$
|
2.3
|
|
|
|
Years Ended
|
||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Provision for (benefit from) income taxes
|
|
$
|
3.1
|
|
|
$
|
(118.7
|
)
|
|
$
|
42.7
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition contingencies (1)
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset retirement obligations
|
5.5
|
|
|
1.0
|
|
|
0.8
|
|
|
0.6
|
|
|
3.1
|
|
|||||
Capital lease obligations (2)
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations (2)
|
90.0
|
|
|
13.9
|
|
|
23.3
|
|
|
21.1
|
|
|
31.7
|
|
|||||
Pension plan contributions (3)
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (4)
|
216.4
|
|
|
209.7
|
|
|
6.6
|
|
|
0.1
|
|
|
—
|
|
|||||
Term loan - principal (5)
|
497.5
|
|
|
5.0
|
|
|
10.0
|
|
|
10.0
|
|
|
472.5
|
|
|||||
Term loan - interest (5)
|
151.8
|
|
|
24.2
|
|
|
47.7
|
|
|
46.8
|
|
|
33.1
|
|
|||||
Convertible notes - principal (6)
|
450.0
|
|
|
—
|
|
|
—
|
|
|
450.0
|
|
|
—
|
|
|||||
Convertible notes - interest (7)
|
5.6
|
|
|
1.1
|
|
|
2.2
|
|
|
2.3
|
|
|
—
|
|
|||||
Total
|
$
|
1,420.8
|
|
|
$
|
258.9
|
|
|
$
|
90.6
|
|
|
$
|
530.9
|
|
|
$
|
540.4
|
|
•
|
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
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Net revenue
|
$
|
1,565.3
|
|
|
$
|
1,247.7
|
|
|
$
|
1,001.6
|
|
Cost of sales
|
1,092.9
|
|
|
812.4
|
|
|
677.0
|
|
|||
Amortization of acquired intangibles
|
46.5
|
|
|
3.2
|
|
|
6.5
|
|
|||
Gross profit
|
425.9
|
|
|
432.1
|
|
|
318.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
184.6
|
|
|
156.8
|
|
|
148.3
|
|
|||
Selling, general and administrative
|
200.3
|
|
|
128.2
|
|
|
110.2
|
|
|||
Restructuring and related charges
|
31.9
|
|
|
7.2
|
|
|
12.0
|
|
|||
Impairment charges
|
30.7
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
447.5
|
|
|
292.2
|
|
|
270.5
|
|
|||
Income/(loss) from operations
|
(21.6
|
)
|
|
139.9
|
|
|
47.6
|
|
|||
Unrealized gain (loss) on derivative liability
|
8.8
|
|
|
(0.8
|
)
|
|
(104.2
|
)
|
|||
Interest expense
|
(36.3
|
)
|
|
(18.2
|
)
|
|
(5.5
|
)
|
|||
Other income (expense), net
|
15.8
|
|
|
8.5
|
|
|
2.3
|
|
|||
Income/(loss) before income taxes
|
(33.3
|
)
|
|
129.4
|
|
|
(59.8
|
)
|
|||
Provision for (benefit from) income taxes
|
3.1
|
|
|
(118.7
|
)
|
|
42.7
|
|
|||
Net income/(loss)
|
$
|
(36.4
|
)
|
|
$
|
248.1
|
|
|
$
|
(102.5
|
)
|
|
|
|
|
|
|
||||||
Items reconciling net income/(loss) to net income/(loss) attributable to common stockholders:
|
|
|
|
|
|
||||||
Less: Cumulative dividends on Series A Preferred Stock
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Less: Earnings allocated to Series A Preferred Stock
|
(1.2
|
)
|
|
(5.7
|
)
|
|
—
|
|
|||
Net income/(loss) attributable to common stockholders - Basic
|
$
|
(37.9
|
)
|
|
$
|
241.5
|
|
|
$
|
(103.4
|
)
|
Net income/(loss) attributable to common stockholders - Diluted
|
$
|
(37.9
|
)
|
|
$
|
241.5
|
|
|
$
|
(103.4
|
)
|
|
|
|
|
|
|
||||||
Net income/(loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.54
|
)
|
|
$
|
3.88
|
|
|
$
|
(1.71
|
)
|
Diluted
|
$
|
(0.54
|
)
|
|
$
|
3.82
|
|
|
$
|
(1.71
|
)
|
|
|
|
|
|
|
||||||
Shares used to compute net income/(loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
70.7
|
|
|
62.3
|
|
|
60.6
|
|
|||
Diluted
|
70.7
|
|
|
63.3
|
|
|
60.6
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Net income/(loss)
|
$
|
(36.4
|
)
|
|
$
|
248.1
|
|
|
$
|
(102.5
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net change in cumulative translation adjustment
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|||
Net change in unrealized gain (loss) on available-for-sale securities
|
2.5
|
|
|
(1.6
|
)
|
|
—
|
|
|||
Net change in defined benefit obligations
|
(1.2
|
)
|
|
0.8
|
|
|
(0.8
|
)
|
|||
Other comprehensive income (loss), net of tax
|
0.7
|
|
|
(1.0
|
)
|
|
(2.0
|
)
|
|||
Comprehensive income (loss), net of tax
|
$
|
(35.7
|
)
|
|
$
|
247.1
|
|
|
$
|
(104.5
|
)
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
432.6
|
|
|
$
|
397.3
|
|
Short-term investments
|
335.9
|
|
|
314.2
|
|
||
Accounts receivable, net
|
238.0
|
|
|
197.1
|
|
||
Inventories
|
228.8
|
|
|
174.1
|
|
||
Prepayments and other current assets
|
97.5
|
|
|
44.5
|
|
||
Total current assets
|
1,332.8
|
|
|
1,127.2
|
|
||
Property, plant and equipment, net
|
433.3
|
|
|
306.9
|
|
||
Goodwill
|
368.9
|
|
|
11.3
|
|
||
Other intangible assets, net
|
395.4
|
|
|
7.0
|
|
||
Deferred income taxes
|
169.6
|
|
|
125.6
|
|
||
Other non-current assets
|
16.6
|
|
|
3.5
|
|
||
Total assets
|
$
|
2,716.6
|
|
|
$
|
1,581.5
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
160.8
|
|
|
$
|
126.5
|
|
Accrued payroll and related expenses
|
42.3
|
|
|
31.5
|
|
||
Accrued expenses
|
46.7
|
|
|
33.9
|
|
||
Term loan, current
|
5.0
|
|
|
—
|
|
||
Other current liabilities
|
39.2
|
|
|
22.1
|
|
||
Total current liabilities
|
294.0
|
|
|
214.0
|
|
||
Convertible notes
|
351.9
|
|
|
334.2
|
|
||
Term loan, non-current
|
484.0
|
|
|
—
|
|
||
Derivative liability
|
—
|
|
|
52.4
|
|
||
Deferred tax liability
|
55.9
|
|
|
0.3
|
|
||
Other non-current liabilities
|
33.7
|
|
|
18.7
|
|
||
Total liabilities
|
1,219.5
|
|
|
619.6
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
||||
Redeemable convertible preferred stock:
|
|
|
|
||||
Non-controlling interest redeemable convertible Series A Preferred Stock, $0.001 par value, 10,000,000 authorized shares; zero and 35,805 shares issued and outstanding as of June 29, 2019 and June 30, 2018, respectively
|
—
|
|
|
35.8
|
|
||
Total redeemable convertible preferred stock
|
—
|
|
|
35.8
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value, 990,000,000 authorized shares, 76,653,478 and 62,790,087 shares issued and outstanding as of June 29, 2019 and June 30, 2018, respectively
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
1,360.8
|
|
|
753.2
|
|
||
Retained earnings
|
129.1
|
|
|
166.4
|
|
||
Accumulated other comprehensive income
|
7.1
|
|
|
6.4
|
|
||
Total stockholders’ equity
|
1,497.1
|
|
|
926.1
|
|
||
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity
|
$
|
2,716.6
|
|
|
$
|
1,581.5
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income/(loss)
|
$
|
(36.4
|
)
|
|
$
|
248.1
|
|
|
$
|
(102.5
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
102.9
|
|
|
74.0
|
|
|
54.2
|
|
|||
Stock-based compensation
|
60.7
|
|
|
46.8
|
|
|
32.7
|
|
|||
Unrealized (gain) loss on derivative liability
|
(8.8
|
)
|
|
0.8
|
|
|
104.2
|
|
|||
Amortization of acquired intangibles
|
54.6
|
|
|
3.2
|
|
|
6.8
|
|
|||
Loss on disposal of property, plant and equipment
|
2.2
|
|
|
0.6
|
|
|
0.2
|
|
|||
Excess tax benefit associated with stock-based compensation
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||
Impairment charges
|
30.7
|
|
|
—
|
|
|
—
|
|
|||
Amortization of discount on 0.25% Convertible Notes due 2024
|
17.7
|
|
|
16.7
|
|
|
5.1
|
|
|||
Amortization of debt issuance costs on term loan
|
0.8
|
|
|
—
|
|
|
—
|
|
|||
Amortization of inventory fair value adjustment in connection with Oclaro acquisition
|
54.6
|
|
|
—
|
|
|
—
|
|
|||
Amortization of favorable/unfavorable leases
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Release of valuation allowance, net
|
—
|
|
|
(124.0
|
)
|
|
—
|
|
|||
Other non-cash (income) expenses
|
(1.5
|
)
|
|
0.4
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
27.7
|
|
|
(30.8
|
)
|
|
4.2
|
|
|||
Inventories
|
40.6
|
|
|
(7.7
|
)
|
|
(41.7
|
)
|
|||
Prepayments and other current and non-currents assets
|
(10.8
|
)
|
|
6.1
|
|
|
(7.4
|
)
|
|||
Income taxes, net
|
(5.6
|
)
|
|
(7.3
|
)
|
|
42.7
|
|
|||
Accounts payable
|
(10.6
|
)
|
|
4.8
|
|
|
(16.9
|
)
|
|||
Accrued payroll and related expenses
|
(0.1
|
)
|
|
3.9
|
|
|
1.0
|
|
|||
Accrued expenses and other current and non-current liabilities
|
10.9
|
|
|
11.9
|
|
|
6.2
|
|
|||
Net cash provided by operating activities
|
330.1
|
|
|
247.5
|
|
|
85.0
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Payments for acquisition of property, plant and equipment
|
(166.0
|
)
|
|
(93.2
|
)
|
|
(138.1
|
)
|
|||
Proceeds from sale of product lines
|
25.5
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of business, net of cash acquired
|
(619.8
|
)
|
|
—
|
|
|
(5.1
|
)
|
|||
Payment for asset acquisition
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of short-term investments
|
(269.7
|
)
|
|
(634.3
|
)
|
|
(290.7
|
)
|
|||
Proceeds from maturities and sales of short-term investments
|
251.6
|
|
|
600.5
|
|
|
8.2
|
|
|||
Net cash used in investing activities
|
(779.7
|
)
|
|
(127.0
|
)
|
|
(425.7
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
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
|
|
|||
Tax payments related to restricted stock
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends - Series A Preferred Stock
|
(0.7
|
)
|
|
(0.7
|
)
|
|
(0.9
|
)
|
|||
Payment of acquisition related holdback
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from employee stock plans
|
9.3
|
|
|
9.2
|
|
|
8.1
|
|
|||
Proceeds from term loan, net of debt issuance costs
|
490.8
|
|
|
—
|
|
|
—
|
|
|||
Repayment of term loan
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of capital lease obligations
|
(8.8
|
)
|
|
(6.4
|
)
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
0.4
|
|
|
1.7
|
|
|
3.4
|
|
Net cash provided by financing activities
|
485.1
|
|
|
3.8
|
|
|
456.7
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
(0.2
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
|||
Increase in cash and cash equivalents
|
35.3
|
|
|
124.4
|
|
|
115.8
|
|
|||
Cash and cash equivalents at beginning of period
|
397.3
|
|
|
272.9
|
|
|
157.1
|
|
|||
Cash and cash equivalents at end of period
|
$
|
432.6
|
|
|
$
|
397.3
|
|
|
$
|
272.9
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for taxes
|
$
|
8.7
|
|
|
$
|
12.7
|
|
|
9.5
|
|
|
Cash paid for interest
|
15.1
|
|
|
1.3
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
||||||
Unpaid property, plant and equipment in accounts payable and accrued expenses
|
$
|
14.3
|
|
|
$
|
17.2
|
|
|
18.4
|
|
|
Equipment acquired under capital lease
|
—
|
|
|
15.6
|
|
|
—
|
|
|||
Issuance of common stock upon conversion of Series A Preferred Stock
|
79.4
|
|
|
—
|
|
|
—
|
|
|||
Net transfer of assets from property plant and equipment to assets held-for-sale
|
4.9
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock and replacement awards in connection with Oclaro acquisition
|
460.1
|
|
|
—
|
|
|
—
|
|
|
Non-Controlling Interest Redeemable Convertible
Series A Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Accumulated
Other Comprehensive
Income/(Loss)
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance as of July 2, 2016
|
—
|
|
|
$
|
35.8
|
|
|
59.6
|
|
|
$
|
0.1
|
|
|
$
|
467.7
|
|
|
$
|
20.2
|
|
|
$
|
9.4
|
|
|
$
|
497.4
|
|
Net income (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
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
248.1
|
|
|
—
|
|
|
248.1
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(1.0
|
)
|
||||||
Declared dividend for preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
ESPP shares issued
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
||||||
Cumulative effect of stock compensation accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
2.4
|
|
|
—
|
|
|
2.6
|
|
||||||
Balance as of June 30, 2018
|
—
|
|
|
$
|
35.8
|
|
|
62.8
|
|
|
$
|
0.1
|
|
|
$
|
753.2
|
|
|
$
|
166.4
|
|
|
$
|
6.4
|
|
|
$
|
926.1
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.4
|
)
|
|
—
|
|
|
(36.4
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
0.7
|
|
|
0.7
|
|
|||||||
Declared dividend for preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Issuance of shares pursuant to merger agreement, net of tax withholdings
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
460.1
|
|
|
—
|
|
|
—
|
|
|
460.1
|
|
||||||
ESPP shares issued
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.2
|
|
|
—
|
|
|
—
|
|
|
59.2
|
|
||||||
Cumulative-effect adjustment for adoption of Topic 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Conversion of preferred stock to common stock
|
—
|
|
|
(35.8
|
)
|
|
1.5
|
|
|
—
|
|
|
79.4
|
|
|
—
|
|
|
—
|
|
|
79.4
|
|
||||||
Balance as of June 29, 2019
|
—
|
|
|
$
|
—
|
|
|
76.7
|
|
|
$
|
0.1
|
|
|
$
|
1,360.8
|
|
|
$
|
129.1
|
|
|
$
|
7.1
|
|
|
$
|
1,497.1
|
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenues when, or as, the contractual performance obligations are satisfied.
|
|
Less than 1 year
|
1-2 years
|
Greater than 2 years
|
Total
|
Performance Obligations
|
$446.1
|
$7.0
|
$—
|
$453.1
|
Contract balances
|
Balance sheet location
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
Percentage Change
|
Accounts receivable, net
|
Accounts receivable, net
|
$238.0
|
|
$197.1
|
|
$40.9
|
|
20.8%
|
Deferred revenue and customer deposits
|
Other current liabilities
|
$2.9
|
|
$2.8
|
|
$0.1
|
|
3.6%
|
|
June 30, 2018
|
|
Adjustments
|
|
July 1, 2018
|
||||||
Assets:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
197.1
|
|
|
$
|
0.6
|
|
|
$
|
197.7
|
|
Inventories
|
174.1
|
|
|
(1.2
|
)
|
|
172.9
|
|
|||
Stockholders’ equity:
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
166.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
165.8
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Basic Earnings per Common Share
|
|
|
|
|
|
|
|
||||
Net income/(loss)
|
$
|
(36.4
|
)
|
|
$
|
248.1
|
|
|
$
|
(102.5
|
)
|
Less: Cumulative dividends on Series A Preferred Stock
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Less: Earnings allocated to Series A Preferred Stock
|
(1.2
|
)
|
|
(5.7
|
)
|
|
—
|
|
|||
Net income/(loss) attributable to common stockholders - Basic
|
$
|
(37.9
|
)
|
|
$
|
241.5
|
|
|
$
|
(103.4
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding including Series A Preferred Stock
|
70.7
|
|
|
63.8
|
|
|
62.1
|
|
|||
Less: Weighted average Series A Preferred Stock
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||
Basic weighted average common shares outstanding
|
70.7
|
|
|
62.3
|
|
|
60.6
|
|
|||
Net income/(loss) per share attributable to common stockholders - Basic
|
$
|
(0.54
|
)
|
|
$
|
3.88
|
|
|
$
|
(1.71
|
)
|
|
|
|
|
|
|
||||||
Diluted Earnings per Common Share
|
|
|
|
|
|
||||||
Net income/(loss) attributable to common stockholders - Basic
|
$
|
(37.9
|
)
|
|
$
|
241.5
|
|
|
$
|
(103.4
|
)
|
Net income/(loss) attributable to common stockholders - Diluted
|
$
|
(37.9
|
)
|
|
$
|
241.5
|
|
|
$
|
(103.4
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic earnings per common share
|
70.7
|
|
|
62.3
|
|
|
60.6
|
|
|||
Effect of dilutive securities from 2015 Equity Incentive Plan
|
—
|
|
|
1.0
|
|
|
—
|
|
|||
Effect of dilutive securities from Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
70.7
|
|
|
63.3
|
|
|
60.6
|
|
|||
Net income/(loss) per share attributable to common stockholders - Diluted
|
$
|
(0.54
|
)
|
|
$
|
3.82
|
|
|
$
|
(1.71
|
)
|
|
Foreign currency translation adjustments, net of tax
|
|
Defined benefit obligations, net of tax (1)
|
|
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
Total
|
||||||||
Beginning balance as of July 2, 2016
|
$
|
11.7
|
|
|
$
|
(2.3
|
)
|
|
$
|
—
|
|
|
$
|
9.4
|
|
Other comprehensive income (loss)
|
(1.2
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(2.0
|
)
|
||||
Beginning balance as of July 1, 2017
|
10.5
|
|
|
(3.1
|
)
|
|
—
|
|
|
7.4
|
|
||||
Other comprehensive income (loss)
|
(0.2
|
)
|
|
0.8
|
|
|
(1.6
|
)
|
|
(1.0
|
)
|
||||
Ending balance as of June 30, 2018
|
10.3
|
|
|
(2.3
|
)
|
|
(1.6
|
)
|
|
6.4
|
|
||||
Other comprehensive income (loss)
|
(0.6
|
)
|
|
(1.2
|
)
|
|
2.5
|
|
|
0.7
|
|
||||
Ending balance as of June 29, 2019
|
$
|
9.7
|
|
|
$
|
(3.5
|
)
|
|
$
|
0.9
|
|
|
$
|
7.1
|
|
•
|
0.0636 of a share of Lumentum common stock, par value $0.001 per share (the “Exchange Ratio”).
|
|
Shares
|
Per Share
|
Total Consideration
(in millions)
|
|||||
Cash paid for outstanding Oclaro common stock
|
|
|
$
|
964.8
|
|
|||
Lumentum common shares issued to Oclaro stockholders
|
10,941,436
|
|
$
|
41.80
|
|
457.4
|
|
|
Replacement equity awards for Oclaro equity awards
|
|
|
2.7
|
|
||||
Total consideration
|
|
|
$
|
1,424.9
|
|
|
Purchase Price Allocation
|
||||||||
|
Previously Reported
December 10, 2018
(Provisional)
|
Measurement Period Adjustments
|
As Adjusted
June 29, 2019
|
||||||
Cash and cash equivalents
|
$
|
345.0
|
|
$
|
—
|
|
$
|
345.0
|
|
Accounts receivable, net
|
68.0
|
|
—
|
|
68.0
|
|
|||
Inventories
|
153.2
|
|
1.8
|
|
155.0
|
|
|||
Prepayments and other current assets
|
33.7
|
|
—
|
|
33.7
|
|
|||
Property, plant and equipment, net
|
128.6
|
|
6.1
|
|
134.7
|
|
|||
Intangibles
|
444.0
|
|
—
|
|
444.0
|
|
|||
Deferred income tax asset
|
54.1
|
|
(11.5
|
)
|
42.6
|
|
|||
Other non-current assets
|
16.6
|
|
—
|
|
16.6
|
|
|||
Accounts payable
|
(57.8
|
)
|
—
|
|
(57.8
|
)
|
|||
Accrued payroll and related expenses
|
(11.4
|
)
|
—
|
|
(11.4
|
)
|
|||
Accrued expenses
|
(8.3
|
)
|
—
|
|
(8.3
|
)
|
|||
Other current liabilities
|
(8.1
|
)
|
2.0
|
|
(6.1
|
)
|
|||
Deferred tax liability
|
(55.8
|
)
|
(20.0
|
)
|
(75.8
|
)
|
|||
Other non-current liabilities
|
(10.3
|
)
|
(2.6
|
)
|
(12.9
|
)
|
|||
Goodwill
|
333.4
|
|
24.2
|
|
357.6
|
|
|||
Total purchase price
|
$
|
1,424.9
|
|
$
|
—
|
|
$
|
1,424.9
|
|
Assets:
|
|
||
Cash
|
$
|
1.0
|
|
Inventories
|
4.8
|
|
|
Other Intangible assets
|
1.0
|
|
|
Property, plant and equipment, net
|
26.7
|
|
|
Total
|
$
|
33.5
|
|
|
|
||
Liabilities:
|
|
||
Retirement obligation
|
$
|
4.9
|
|
Capital lease obligation
|
0.8
|
||
Other liabilities
|
1.3
|
||
Total
|
$
|
7.0
|
|
|
|
||
Net
|
$
|
26.5
|
|
|
|
Optical Communications
|
|
Commercial Lasers
|
|
Total
|
||||||
Balance as of July 1, 2017
|
$
|
5.9
|
|
|
$
|
5.5
|
|
|
$
|
11.4
|
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Balance as of June 30, 2018
|
$
|
5.9
|
|
|
$
|
5.4
|
|
|
$
|
11.3
|
|
|
|
Acquisition of Oclaro
|
333.4
|
|
|
—
|
|
|
333.4
|
|
|||
|
Measurement period adjustments (1)
|
24.2
|
|
|
—
|
|
|
24.2
|
|
|||
Balance as of June 29, 2019
|
$
|
363.5
|
|
|
$
|
5.4
|
|
|
$
|
368.9
|
|
Intangible assets
|
|
Fair value
(in millions)
|
|
Weighted average amortization period
(in years)
|
||
Acquired developed technologies
|
|
$
|
182.0
|
|
|
4.4 years
|
Customer relationships
|
|
145.0
|
|
|
8 years
|
|
In-process research and development (1)
|
|
94.0
|
|
|
n/a
|
|
Order backlog
|
|
22.0
|
|
|
1 year
|
|
Total intangible assets (1)
|
|
$
|
443.0
|
|
|
|
June 29, 2019
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Acquired developed technologies
|
$
|
287.5
|
|
|
$
|
(125.2
|
)
|
|
$
|
162.3
|
|
Customer relationships and order backlog
|
171.3
|
|
|
(32.2
|
)
|
|
139.1
|
|
|||
In-process research and development
|
94.0
|
|
|
—
|
|
|
94.0
|
|
|||
Other intangibles
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
|||
Total intangible assets
|
$
|
555.5
|
|
|
$
|
(160.1
|
)
|
|
$
|
395.4
|
|
June 30, 2018
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Acquired developed technologies
|
$
|
105.5
|
|
|
$
|
(98.5
|
)
|
|
$
|
7.0
|
|
Customer relationships
|
4.3
|
|
|
(4.3
|
)
|
|
—
|
|
|||
Other intangibles
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
|||
Total intangible assets
|
$
|
112.5
|
|
|
$
|
(105.5
|
)
|
|
$
|
7.0
|
|
|
Years ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Cost of sales
|
$
|
46.6
|
|
|
$
|
3.2
|
|
|
$
|
6.5
|
|
Selling, general and administrative
|
8.0
|
|
|
—
|
|
|
0.3
|
|
|||
Total
|
$
|
54.6
|
|
|
$
|
3.2
|
|
|
$
|
6.8
|
|
Fiscal Years
|
|
||
2020
|
$
|
71.9
|
|
2021
|
66.3
|
|
|
2022
|
63.6
|
|
|
2023
|
40.6
|
|
|
2024
|
21.8
|
|
|
Thereafter
|
37.2
|
|
|
Total
|
$
|
301.4
|
|
|
June 29, 2019
|
||
Principal
|
$
|
500.0
|
|
Repayment of principal
|
(2.5
|
)
|
|
Unamortized value of the debt issuance costs
|
(8.5
|
)
|
|
Net carrying value
|
$
|
489.0
|
|
|
|
||
Term loan, current
|
$
|
5.0
|
|
Term loan, non-current
|
484.0
|
|
|
Years Ended
|
||
|
June 29, 2019
|
||
Contractual interest expense
|
$
|
13.8
|
|
Ticking fee
|
2.7
|
|
|
Amortization of the debt issuance costs
|
0.8
|
|
|
Total interest expense
|
$
|
17.3
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Raw materials and purchased parts
|
$
|
78.3
|
|
|
$
|
20.9
|
|
Work in process (1)
|
72.5
|
|
|
55.0
|
|
||
Finished goods
|
78.0
|
|
|
98.2
|
|
||
Inventories (2)
|
$
|
228.8
|
|
|
$
|
174.1
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Prepayments
|
$
|
32.4
|
|
|
$
|
19.5
|
|
Advances to contract manufacturers
|
8.7
|
|
|
14.0
|
|
||
Value added tax receivable
|
11.9
|
|
|
4.0
|
|
||
Vendor receivable
|
36.3
|
|
|
4.3
|
|
||
Assets held-for-sale
|
4.9
|
|
|
—
|
|
||
Other current assets
|
3.3
|
|
|
2.7
|
|
||
Prepayments and other current assets
|
$
|
97.5
|
|
|
$
|
44.5
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Land
|
$
|
44.2
|
|
|
$
|
10.6
|
|
Buildings and improvement
|
103.7
|
|
|
55.1
|
|
||
Machinery and equipment (1)
|
516.5
|
|
|
463.6
|
|
||
Computer equipment and software
|
25.4
|
|
|
26.3
|
|
||
Furniture and fixtures
|
4.9
|
|
|
2.2
|
|
||
Leasehold improvements
|
31.2
|
|
|
25.8
|
|
||
Construction in progress
|
46.8
|
|
|
52.6
|
|
||
|
772.7
|
|
|
636.2
|
|
||
Less: Accumulated depreciation (1)
|
(339.4
|
)
|
|
(329.3
|
)
|
||
Property, plant and equipment, net
|
$
|
433.3
|
|
|
$
|
306.9
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Warranty accrual (1)
|
$
|
7.5
|
|
|
$
|
6.6
|
|
Restructuring accrual and related charges (2)
|
14.6
|
|
|
1.9
|
|
||
Deferred revenue and customer deposits
|
2.9
|
|
|
2.8
|
|
||
Capital lease obligation (3)
|
0.4
|
|
|
7.3
|
|
||
Income tax payable (4)
|
8.7
|
|
|
0.7
|
|
||
Other current liabilities
|
5.1
|
|
|
2.8
|
|
||
Other current liabilities
|
$
|
39.2
|
|
|
$
|
22.1
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Asset retirement obligation
|
$
|
4.5
|
|
|
$
|
2.7
|
|
Pension and related accruals (1)
|
7.9
|
|
|
3.5
|
|
||
Deferred rent
|
2.2
|
|
|
2.6
|
|
||
Unrecognized tax benefit
|
18.7
|
|
|
6.1
|
|
||
Capital lease obligation
|
—
|
|
|
0.4
|
|
||
Other non-current liabilities
|
0.4
|
|
|
3.4
|
|
||
Other non-current liabilities
|
$
|
33.7
|
|
|
$
|
18.7
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
June 29, 2019:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
213.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213.8
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
37.4
|
|
|
—
|
|
|
—
|
|
|
37.4
|
|
||||
Money market funds
|
168.1
|
|
|
—
|
|
|
—
|
|
|
168.1
|
|
||||
U.S. Treasury securities
|
13.3
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
||||
Total cash and cash equivalents
|
$
|
432.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
432.6
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Commercial paper
|
22.3
|
|
|
—
|
|
|
—
|
|
|
22.3
|
|
||||
Asset-backed securities
|
54.9
|
|
|
0.2
|
|
|
—
|
|
|
55.1
|
|
||||
Corporate debt securities
|
207.6
|
|
|
0.9
|
|
|
(0.1
|
)
|
|
208.4
|
|
||||
Municipal bonds
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||
Mortgage-backed securities
|
6.6
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
||||
Foreign government bonds
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||
U.S. Agency securities
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||
U.S. Treasury securities
|
29.4
|
|
|
0.1
|
|
|
—
|
|
|
29.5
|
|
||||
Total short-term investments
|
$
|
334.8
|
|
|
$
|
1.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
335.9
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2018:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
103.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103.6
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||
Commercial paper
|
112.1
|
|
|
—
|
|
|
—
|
|
|
112.1
|
|
||||
Money market funds
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
U.S. Treasury securities
|
143.6
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
||||
U.S. Agency securities
|
34.2
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
||||
Total cash and cash equivalents
|
$
|
397.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.3
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
7.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.5
|
|
Commercial paper
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||
Asset-backed securities
|
68.0
|
|
|
—
|
|
|
(0.2
|
)
|
|
67.8
|
|
||||
Corporate debt securities
|
220.6
|
|
|
0.1
|
|
|
(1.5
|
)
|
|
219.2
|
|
||||
Municipal bonds
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||
Mortgage-backed securities
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||
Foreign government bonds
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Total short-term investments
|
$
|
315.8
|
|
|
$
|
0.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
314.2
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Foreign exchange gains (losses), net
|
(0.6
|
)
|
|
(0.3
|
)
|
|
0.6
|
|
|||
Interest income
|
13.9
|
|
|
8.5
|
|
|
1.1
|
|
|||
Other income (expense), net
|
2.5
|
|
|
0.3
|
|
|
0.6
|
|
|||
Total other income (expense), net
|
$
|
15.8
|
|
|
$
|
8.5
|
|
|
$
|
2.3
|
|
|
Less than 12 months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
June 29, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset-backed securities
|
4.2
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
||||||
Corporate debt securities
|
9.6
|
|
|
—
|
|
|
35.9
|
|
|
(0.1
|
)
|
|
45.5
|
|
|
(0.1
|
)
|
||||||
Foreign government bonds
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||||
U.S. government bonds
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
||||||
Total
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
43.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
64.6
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Certificates of deposit
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
Commercial paper
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
||||||
Asset-backed securities
|
66.6
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
—
|
|
|
66.9
|
|
|
(0.2
|
)
|
||||||
Corporate debt securities
|
188.6
|
|
|
(1.5
|
)
|
|
2.0
|
|
|
—
|
|
|
190.6
|
|
|
(1.5
|
)
|
||||||
Municipal bonds
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||
U.S. Agency securities
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
||||||
Foreign government bonds
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||||
Total
|
$
|
277.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
279.4
|
|
|
$
|
(1.7
|
)
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due in 1 year
|
$
|
178.9
|
|
|
$
|
179.1
|
|
|
$
|
150.1
|
|
|
$
|
149.6
|
|
Due in 1 year through 5 years
|
148.1
|
|
|
149.0
|
|
|
157.2
|
|
|
156.1
|
|
||||
Due in 5 years through 10 years
|
6.0
|
|
|
6.0
|
|
|
6.1
|
|
|
6.1
|
|
||||
Due after 10 years
|
1.8
|
|
|
1.8
|
|
|
2.4
|
|
|
2.4
|
|
||||
|
$
|
334.8
|
|
|
$
|
335.9
|
|
|
$
|
315.8
|
|
|
$
|
314.2
|
|
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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
June 29, 2019 (1)
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
37.4
|
|
|
$
|
—
|
|
|
$
|
37.4
|
|
Money market funds
|
168.1
|
|
|
—
|
|
|
—
|
|
|
168.1
|
|
||||
U.S. Treasury securities
|
13.3
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Commercial paper
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
||||
Asset-backed securities
|
—
|
|
|
55.1
|
|
|
—
|
|
|
55.1
|
|
||||
Corporate debt securities
|
—
|
|
|
208.4
|
|
|
—
|
|
|
208.4
|
|
||||
Municipal bonds
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Mortgage-backed securities
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||
Foreign government bonds
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
||||
U.S. Agency securities
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
||||
U.S. Treasury securities
|
29.5
|
|
|
—
|
|
|
—
|
|
|
29.5
|
|
||||
Total assets
|
$
|
210.9
|
|
|
$
|
343.8
|
|
|
$
|
—
|
|
|
$
|
554.7
|
|
Other accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition contingencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Total other accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
June 30, 2018: (1)
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Commercial paper
|
—
|
|
|
112.1
|
|
|
—
|
|
|
112.1
|
|
||||
Money market funds
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
U.S. Treasury securities
|
143.6
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
||||
U.S. Agency securities
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
||||
Commercial paper
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
||||
Asset-backed securities
|
—
|
|
|
67.8
|
|
|
—
|
|
|
67.8
|
|
||||
Corporate debt securities
|
—
|
|
|
219.2
|
|
|
—
|
|
|
219.2
|
|
||||
Municipal bonds
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Mortgage-backed securities
|
—
|
|
|
4.2
|
|
|
—
|
|
|
4.2
|
|
||||
Foreign government bonds
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||
Total assets
|
$
|
144.4
|
|
|
$
|
463.5
|
|
|
$
|
—
|
|
|
$
|
607.9
|
|
Other accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52.4
|
|
|
$
|
52.4
|
|
Acquisition contingencies
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||
Total other accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.1
|
|
|
$
|
55.1
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Balance as of beginning of period
|
$
|
52.4
|
|
|
$
|
51.6
|
|
|
$
|
10.3
|
|
Unrealized (gain) loss on the Series A Preferred Stock derivative liability up through the conversion date
|
(8.8
|
)
|
|
0.8
|
|
|
41.3
|
|
|||
Settlement of the derivative liability upon conversion of Series A Preferred Stock
|
(43.6
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of end of period
|
$
|
—
|
|
|
$
|
52.4
|
|
|
$
|
51.6
|
|
Liability component:
|
June 29, 2019
|
|
June 30, 2018
|
||||
Principal
|
$
|
450.0
|
|
|
$
|
450.0
|
|
Unamortized debt discount
|
(98.1
|
)
|
|
(115.8
|
)
|
||
Net carrying amount of the liability component
|
$
|
351.9
|
|
|
$
|
334.2
|
|
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Contractual interest expense
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
$
|
0.4
|
|
Amortization of the debt discount
|
17.7
|
|
|
16.7
|
|
|
5.1
|
|
|||
Total interest expense
|
$
|
18.8
|
|
|
$
|
17.9
|
|
|
$
|
5.5
|
|
Effective interest rate on the liability component
|
5.4
|
%
|
|
5.4
|
%
|
|
5.4
|
%
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Balance as of beginning of period
|
$
|
1.9
|
|
|
$
|
3.8
|
|
|
$
|
5.7
|
|
Charges
|
31.9
|
|
|
7.2
|
|
|
12.0
|
|
|||
Payments
|
(19.2
|
)
|
|
(9.1
|
)
|
|
(13.9
|
)
|
|||
Balance as of end of period
|
$
|
14.6
|
|
|
$
|
1.9
|
|
|
$
|
3.8
|
|
•
|
During the fourth quarter of fiscal 2018, we initiated a new restructuring plan in order to realign the organization and enable further investment in key priority areas. As a result, a restructuring charge of $3.4 million was recorded for severance costs and employee benefits. In total, 52 employees in manufacturing, R&D and SG&A functions were terminated in connection with this new restructuring plan.
|
•
|
We also incurred restructuring and related charges of $3.8 million from restructuring plans approved prior to fiscal 2016 primarily related to the shut down of our manufacturing facility in Bloomfield, Connecticut as a result of the transfer of certain production processes into existing sites in the United States or to contract manufacturers.
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Impairment charges
|
$
|
30.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Domestic
|
$
|
(21.9
|
)
|
|
$
|
37.8
|
|
|
$
|
(78.4
|
)
|
Foreign
|
(11.4
|
)
|
|
91.6
|
|
|
18.6
|
|
|||
Income (loss) before income taxes
|
$
|
(33.3
|
)
|
|
$
|
129.4
|
|
|
$
|
(59.8
|
)
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
13.8
|
|
|
$
|
1.2
|
|
|
$
|
13.7
|
|
Deferred
|
(0.1
|
)
|
|
(120.4
|
)
|
|
—
|
|
|||
|
13.7
|
|
|
(119.2
|
)
|
|
13.7
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
0.1
|
|
|
1.0
|
|
|
0.1
|
|
|||
Deferred
|
0.4
|
|
|
(1.3
|
)
|
|
—
|
|
|||
|
0.5
|
|
|
(0.3
|
)
|
|
0.1
|
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
10.3
|
|
|
1.2
|
|
|
2.1
|
|
|||
Deferred
|
(21.4
|
)
|
|
(0.4
|
)
|
|
26.8
|
|
|||
|
(11.1
|
)
|
|
0.8
|
|
|
28.9
|
|
|||
Total income tax (benefit) expense
|
$
|
3.1
|
|
|
$
|
(118.7
|
)
|
|
$
|
42.7
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Income tax (benefit) expense computed at federal statutory rate
|
$
|
(7.0
|
)
|
|
$
|
36.3
|
|
|
$
|
(20.9
|
)
|
State taxes, net of federal benefit
|
0.7
|
|
|
(0.5
|
)
|
|
0.1
|
|
|||
Foreign rate differential
|
(17.8
|
)
|
|
(24.3
|
)
|
|
(4.7
|
)
|
|||
Change in valuation allowance
|
7.4
|
|
|
(206.0
|
)
|
|
21.5
|
|
|||
Tax Act - tax rate change
|
—
|
|
|
80.5
|
|
|
—
|
|
|||
Tax credits
|
(7.1
|
)
|
|
(11.0
|
)
|
|
(2.9
|
)
|
|||
Permanent items
|
(0.6
|
)
|
|
(0.8
|
)
|
|
0.3
|
|
|||
Stock-based compensation
|
5.9
|
|
|
(1.0
|
)
|
|
4.9
|
|
|||
Fair value adjustment
|
0.5
|
|
|
0.2
|
|
|
36.5
|
|
|||
Subpart F and GILTI
|
13.4
|
|
|
2.0
|
|
|
—
|
|
|||
Unrecognized tax benefits
|
4.8
|
|
|
7.9
|
|
|
8.4
|
|
|||
Prior year true-up
|
(0.3
|
)
|
|
(1.8
|
)
|
|
(0.1
|
)
|
|||
Other
|
0.2
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|||
Audit settlement
|
3.0
|
|
|
—
|
|
|
—
|
|
|||
Total income tax (benefit) expense
|
$
|
3.1
|
|
|
$
|
(118.7
|
)
|
|
$
|
42.7
|
|
|
Years Ended
|
||||||
|
June 29, 2019
|
|
June 30, 2018
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Intangibles
|
$
|
111.7
|
|
|
$
|
123.3
|
|
Tax credit carryforwards
|
66.5
|
|
|
47.1
|
|
||
Net operating loss carryforwards
|
134.6
|
|
|
7.1
|
|
||
Inventories
|
11.3
|
|
|
12.4
|
|
||
Accruals and reserves
|
19.6
|
|
|
7.2
|
|
||
Fixed assets
|
32.3
|
|
|
10.1
|
|
||
Capital loss carryforwards
|
12.1
|
|
|
12.3
|
|
||
Unclaimed research and experimental development expenditure
|
25.6
|
|
|
25.6
|
|
||
Stock-based compensation
|
3.4
|
|
|
3.5
|
|
||
Other
|
—
|
|
|
0.5
|
|
||
Gross deferred tax assets
|
417.1
|
|
|
249.1
|
|
||
Valuation allowance
|
(190.3
|
)
|
|
(99.4
|
)
|
||
Deferred tax assets
|
226.8
|
|
|
149.7
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Intangible amortization
|
(90.8
|
)
|
|
(0.8
|
)
|
||
Convertible notes
|
(20.1
|
)
|
|
(23.6
|
)
|
||
Other
|
(2.2
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
(113.1
|
)
|
|
(24.4
|
)
|
||
Total net deferred tax assets
|
$
|
113.7
|
|
|
$
|
125.3
|
|
Balance at July 1, 2017
|
$
|
13.3
|
|
Additions based on the tax positions related to the prior year
|
1.2
|
|
|
Additions based on tax positions related to current year
|
11.3
|
|
|
Balance at June 30, 2018
|
$
|
25.8
|
|
Additions based on the tax positions related to the prior year
|
3.7
|
|
|
Decreases related to settlement with Tax Authorities
|
(0.7
|
)
|
|
Additions based on tax positions related to current year
|
29.2
|
|
|
Balance at June 29, 2019
|
$
|
58.0
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Cost of sales
|
$
|
15.1
|
|
|
$
|
12.6
|
|
|
$
|
7.5
|
|
Research and development
|
13.8
|
|
|
14.2
|
|
|
11.6
|
|
|||
Selling, general and administrative
|
41.8
|
|
|
20.0
|
|
|
13.6
|
|
|||
|
$
|
70.7
|
|
|
$
|
46.8
|
|
|
$
|
32.7
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Income tax benefit associated with stock-based compensation
|
$
|
(8.9
|
)
|
|
$
|
(16.6
|
)
|
|
$
|
(13.1
|
)
|
|
Stock Options
|
|
Restricted Stock Units
|
|
Restricted Stock Awards
|
|
Performance Stock Units
|
||||||||||||||||||||
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|
Number of Shares (1)
|
|
Weighted-Average Grant Date Fair Value per Share
|
||||||||||||
Balance as of July 2, 2016
|
0.3
|
|
|
$
|
17.8
|
|
|
2.5
|
|
|
$
|
21.3
|
|
|
—
|
|
|
$
|
—
|
|
|
0.1
|
|
|
$
|
14.4
|
|
Granted
|
—
|
|
|
—
|
|
|
1.0
|
|
|
35.6
|
|
|
0.3
|
|
|
32.5
|
|
|
—
|
|
|
—
|
|
||||
Vested/Exercised
|
(0.3
|
)
|
|
14.3
|
|
|
(1.4
|
)
|
|
22.3
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
14.4
|
|
||||
Canceled
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
23.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as of July 1, 2017
|
—
|
|
|
$
|
—
|
|
|
1.9
|
|
|
$
|
27.9
|
|
|
0.3
|
|
|
$
|
32.5
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
1.1
|
|
|
54.5
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
52.0
|
|
||||
Vested/Exercised
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
26.6
|
|
|
(0.2
|
)
|
|
32.5
|
|
|
—
|
|
|
—
|
|
||||
Canceled
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
38.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as of June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
1.7
|
|
|
$
|
43.1
|
|
|
0.1
|
|
|
$
|
32.5
|
|
|
0.1
|
|
|
$
|
52.0
|
|
Assumed in Oclaro merger
|
*
|
|
|
34.3
|
|
|
1.0
|
|
|
41.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Granted
|
—
|
|
|
—
|
|
|
1.0
|
|
|
60.3
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
55.9
|
|
||||
Vested/Exercised
|
*
|
|
|
26.2
|
|
|
(1.0
|
)
|
|
41.5
|
|
|
(0.1
|
)
|
|
32.5
|
|
|
(0.1
|
)
|
|
49.0
|
|
||||
Canceled
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
50.2
|
|
|
*
|
|
|
32.8
|
|
|
*
|
|
|
53.8
|
|
||||
Balance as of June 29, 2019
|
*
|
|
|
$
|
38.8
|
|
|
2.2
|
|
|
$
|
52.4
|
|
|
*
|
|
|
$
|
32.5
|
|
|
0.2
|
|
|
$
|
56.0
|
|
|
Awards Available for Grant
|
|
Balance as of July 2, 2016
|
4.7
|
|
Authorized
|
3.0
|
|
Granted
|
(1.3
|
)
|
Canceled
|
0.2
|
|
Balance as of July 1, 2017
|
6.6
|
|
Authorized
|
—
|
|
Granted
|
(1.2
|
)
|
Canceled
|
0.2
|
|
Balance as of June 30, 2018
|
5.6
|
|
Replacement awards in connection with Oclaro acquisition
|
(1.0
|
)
|
Granted
|
(1.2
|
)
|
Canceled
|
0.5
|
|
Balance as of June 29, 2019
|
3.9
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||
Expected term (years)
|
0.5
|
|
|
0.5
|
|
Expected volatility
|
60.1
|
%
|
|
58.8
|
%
|
Risk-free interest rate
|
2.47
|
%
|
|
2.02
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
2019
|
|
2018
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
12.1
|
|
|
$
|
11.0
|
|
Service cost
|
0.9
|
|
|
0.9
|
|
||
Interest cost
|
0.1
|
|
|
0.1
|
|
||
Plan participants’ contribution
|
0.5
|
|
|
0.5
|
|
||
Actuarial (gains)/losses
|
1.1
|
|
|
(0.3
|
)
|
||
Benefits paid
|
(1.0
|
)
|
|
0.4
|
|
||
Plan amendments
|
(0.6
|
)
|
|
—
|
|
||
Foreign exchange impact
|
0.2
|
|
|
(0.5
|
)
|
||
Benefit obligation at end of year
|
$
|
13.3
|
|
|
$
|
12.1
|
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
8.6
|
|
|
$
|
7.1
|
|
Actual return on plan assets
|
(0.3
|
)
|
|
0.3
|
|
||
Employer contribution
|
0.4
|
|
|
0.5
|
|
||
Plan participants’ contribution
|
0.4
|
|
|
0.5
|
|
||
Benefits paid
|
(1.0
|
)
|
|
0.4
|
|
||
Foreign exchange impact
|
0.2
|
|
|
(0.2
|
)
|
||
Fair value of plan assets at end of year
|
$
|
8.3
|
|
|
$
|
8.6
|
|
|
|
|
|
||||
Funded status (1)
|
$
|
(5.0
|
)
|
|
$
|
(3.5
|
)
|
|
|
|
|
||||
Changes in benefit obligations and plan assets recognized in other comprehensive income (loss):
|
|
|
|
||||
Prior service cost
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
Amortization of accumulated net actuarial gain (loss)
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Net actuarial (gain) loss
|
1.9
|
|
|
(0.4
|
)
|
||
|
$
|
1.2
|
|
|
$
|
(0.6
|
)
|
|
|
|
|
||||
Accumulated benefit obligation
|
$
|
11.6
|
|
|
$
|
11.0
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
Interest cost
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Expected return on plan assets
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Amortization of net (gain) loss
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|||
Net periodic pension cost
|
$
|
0.8
|
|
|
$
|
1.0
|
|
|
$
|
0.7
|
|
|
Pension Benefit Plans
|
||||
|
2019
|
|
2018
|
||
Assumptions used to determine net periodic cost:
|
|
|
|
||
Discount rate
|
0.5
|
%
|
|
0.7
|
%
|
Expected long-term return on plan assets
|
3.2
|
%
|
|
2.8
|
%
|
Salary increase rate
|
2.3
|
%
|
|
2.3
|
%
|
Assumptions used to determine benefit obligation at end of year:
|
|
|
|
||
Discount rate
|
0.5
|
%
|
|
1.0
|
%
|
Salary increase rate
|
2.3
|
%
|
|
2.3
|
%
|
|
|
|
|
|
|
Fair value measurement as of
June 29, 2019
|
|||||||||||
|
Target Allocation
|
Total
|
|
Percentage of Plan Asset
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Global equity
|
28
|
%
|
|
$
|
2.3
|
|
|
28
|
%
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Fixed income
|
30
|
%
|
|
2.6
|
|
|
31
|
%
|
|
—
|
|
|
2.6
|
|
|||
Alternative investment
|
21
|
%
|
|
1.3
|
|
|
16
|
%
|
|
—
|
|
|
1.3
|
|
|||
Cash
|
1
|
%
|
|
0.3
|
|
|
3
|
%
|
|
0.3
|
|
|
—
|
|
|||
Other
|
20
|
%
|
|
1.8
|
|
|
22
|
%
|
|
—
|
|
|
1.8
|
|
|||
Total Assets
|
100
|
%
|
|
$
|
8.3
|
|
|
100
|
%
|
|
$
|
0.3
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
Fair value measurement as of
June 30, 2018
|
|||||||||||
|
Target Allocation
|
Total
|
|
Percentage of Plan Asset
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Other Observable Inputs (Level 2)
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Global equity
|
28
|
%
|
|
$
|
2.4
|
|
|
28
|
%
|
|
$
|
—
|
|
|
$
|
2.4
|
|
Fixed income
|
30
|
%
|
|
2.8
|
|
|
33
|
%
|
|
—
|
|
|
2.8
|
|
|||
Alternative investment
|
18
|
%
|
|
1.5
|
|
|
17
|
%
|
|
—
|
|
|
1.5
|
|
|||
Cash
|
1
|
%
|
|
0.2
|
|
|
1
|
%
|
|
0.2
|
|
|
—
|
|
|||
Other
|
23
|
%
|
|
1.7
|
|
|
21
|
%
|
|
—
|
|
|
1.7
|
|
|||
Total Assets
|
|
|
$
|
8.6
|
|
|
100
|
%
|
|
$
|
0.2
|
|
|
$
|
8.4
|
|
|
2019
|
||
Change in projected benefit obligation:
|
|
||
Benefit obligation at beginning of year
|
$
|
—
|
|
Assumed pension liability in connection with Oclaro acquisition
|
7.2
|
|
|
Service cost
|
0.3
|
|
|
Actuarial losses
|
0.1
|
|
|
Benefits paid
|
(0.1
|
)
|
|
Transfer of benefit obligation in connection with sale of net assets
|
(4.9
|
)
|
|
Foreign exchange impact
|
0.2
|
|
|
Benefit obligation at end of year
|
$
|
2.8
|
|
|
|
||
Changes in benefit obligations recognized in other comprehensive income (loss):
|
|
||
Net actuarial loss
|
$
|
0.2
|
|
|
|
||
Accumulated benefit obligation at end of year
|
$
|
2.8
|
|
|
2019
|
||
Service cost
|
$
|
0.3
|
|
Interest cost
|
*
|
|
|
Net periodic pension cost
|
$
|
0.3
|
|
|
2019
|
|
Assumptions used to determine net periodic cost:
|
|
|
Discount rate
|
0.3
|
%
|
Salary increase rate
|
2.1
|
%
|
Assumptions used to determine benefit obligation at end of year:
|
|
|
Discount rate
|
0.1
|
%
|
Salary increase rate
|
2.0
|
%
|
Fiscal Years
|
|
||
2020
|
$
|
13.9
|
|
2021
|
12.1
|
|
|
2022
|
11.2
|
|
|
2023
|
11.3
|
|
|
2024
|
9.8
|
|
|
Thereafter
|
31.7
|
|
|
Total minimum operating lease payments (1)
|
$
|
90.0
|
|
Fiscal Years
|
|
||
2020
|
$
|
29.2
|
|
2021
|
29.0
|
|
|
2022
|
28.7
|
|
|
2023
|
28.6
|
|
|
2024
|
28.2
|
|
|
Thereafter
|
505.6
|
|
|
Total term loan payments
|
$
|
649.3
|
|
Fiscal Years
|
|
||
2020
|
$
|
1.1
|
|
2021
|
1.1
|
|
|
2022
|
1.1
|
|
|
2023
|
1.1
|
|
|
2024
|
451.2
|
|
|
Thereafter
|
—
|
|
|
Total 2024 Notes payments
|
$
|
455.6
|
|
|
Years Ended
|
||||||
|
June 29, 2019
|
|
June 30, 2018
|
||||
Balance as of beginning of period
|
$
|
6.6
|
|
|
$
|
9.7
|
|
Warranties assumed in Oclaro acquisition (1)
|
1.8
|
|
|
—
|
|
||
Provision for warranty (2)
|
5.9
|
|
|
5.0
|
|
||
Utilization of reserve
|
(6.8
|
)
|
|
(8.1
|
)
|
||
Balance as of end of period
|
$
|
7.5
|
|
|
$
|
6.6
|
|
|
Years Ended
|
||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Net revenue:
|
|
|
|
|
|
||||||
OpComms
|
$
|
1,370.2
|
|
|
$
|
1,059.2
|
|
|
$
|
857.8
|
|
Lasers
|
195.1
|
|
|
188.5
|
|
|
143.8
|
|
|||
Net revenue
|
$
|
1,565.3
|
|
|
$
|
1,247.7
|
|
|
$
|
1,001.6
|
|
Gross profit:
|
|
|
|
|
|
||||||
OpComms
|
$
|
534.1
|
|
|
$
|
402.3
|
|
|
$
|
287.3
|
|
Lasers
|
84.4
|
|
|
82.8
|
|
|
59.9
|
|
|||
Total segment gross profit
|
618.5
|
|
|
485.1
|
|
|
347.2
|
|
|||
Unallocated corporate items:
|
|
|
|
|
|
||||||
Stock-based compensation
|
(15.1
|
)
|
|
(12.6
|
)
|
|
(7.5
|
)
|
|||
Amortization of intangibles
|
(46.6
|
)
|
|
(3.2
|
)
|
|
(6.5
|
)
|
|||
Amortization of inventory step up
|
(54.6
|
)
|
|
—
|
|
|
—
|
|
|||
Inventory write down due to product lines exit
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|||
Integration related costs
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|||
Other charges (1)
|
(48.9
|
)
|
|
(37.2
|
)
|
|
(15.1
|
)
|
|||
Gross profit
|
$
|
425.9
|
|
|
$
|
432.1
|
|
|
$
|
318.1
|
|
|
Years Ended
|
||||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||||||||
OpComms:
|
|
|
|
|
|
|
|
|
|||||||||
Telecom
|
$
|
786.5
|
|
50.2
|
%
|
|
$
|
476.3
|
|
38.1
|
%
|
|
$
|
610.7
|
|
61.0
|
%
|
Datacom
|
166.4
|
|
10.6
|
%
|
|
150.4
|
|
12.1
|
%
|
|
201.3
|
|
20.0
|
%
|
|||
Consumer and Industrial
|
417.3
|
|
26.7
|
%
|
|
432.5
|
|
34.7
|
%
|
|
45.8
|
|
4.6
|
%
|
|||
Total OpComms
|
$
|
1,370.2
|
|
87.5
|
%
|
|
$
|
1,059.2
|
|
84.9
|
%
|
|
$
|
857.8
|
|
85.6
|
%
|
Lasers
|
195.1
|
|
12.5
|
%
|
|
188.5
|
|
15.1
|
%
|
|
143.8
|
|
14.4
|
%
|
|||
Total Revenue
|
$
|
1,565.3
|
|
|
|
$
|
1,247.7
|
|
|
|
$
|
1,001.6
|
|
|
|
Years Ended
|
|||||||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
July 1, 2017
|
|||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
100.9
|
|
|
6.4
|
%
|
|
$
|
115.1
|
|
|
9.2
|
%
|
|
$
|
147.9
|
|
|
14.8
|
%
|
Mexico
|
214.9
|
|
|
13.7
|
|
|
145.8
|
|
|
11.7
|
|
|
185.1
|
|
|
18.5
|
|
|||
Other Americas
|
4.3
|
|
|
0.3
|
|
|
7.0
|
|
|
0.6
|
|
|
9.2
|
|
|
0.9
|
|
|||
Total Americas
|
$
|
320.1
|
|
|
20.4
|
%
|
|
$
|
267.9
|
|
|
21.5
|
%
|
|
$
|
342.2
|
|
|
34.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Hong Kong
|
$
|
387.9
|
|
|
24.8
|
%
|
|
$
|
183.0
|
|
|
14.7
|
%
|
|
$
|
226.7
|
|
|
22.6
|
%
|
Japan
|
176.0
|
|
|
11.2
|
|
|
194.7
|
|
|
15.6
|
|
|
99.2
|
|
|
9.9
|
|
|||
South Korea
|
162.4
|
|
|
10.4
|
|
|
146.1
|
|
|
11.7
|
|
|
4.9
|
|
|
0.5
|
|
|||
Other Asia-Pacific
|
356.1
|
|
|
22.7
|
|
|
354.2
|
|
|
28.3
|
|
|
220.5
|
|
|
22.0
|
|
|||
Total Asia-Pacific
|
$
|
1,082.4
|
|
|
69.1
|
%
|
|
$
|
878.0
|
|
|
70.3
|
%
|
|
$
|
551.3
|
|
|
55.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
EMEA
|
$
|
162.8
|
|
|
10.5
|
%
|
|
$
|
101.8
|
|
|
8.2
|
%
|
|
$
|
108.1
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total net revenue
|
$
|
1,565.3
|
|
|
|
|
$
|
1,247.7
|
|
|
|
|
$
|
1,001.6
|
|
|
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
Property, Plant and Equipment, net
|
|
|
|
||||
Thailand
|
$
|
157.1
|
|
|
$
|
107.4
|
|
United States
|
156.2
|
|
|
97.6
|
|
||
China
|
33.5
|
|
|
70.0
|
|
||
Japan
|
28.3
|
|
|
0.5
|
|
||
Other countries
|
58.2
|
|
|
31.4
|
|
||
Total long-lived assets
|
$
|
433.3
|
|
|
$
|
306.9
|
|
|
June 29, 2019
|
|
March 30, 2019
|
|
December 29, 2018
|
|
September 29, 2018
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 30, 2017
|
|
September 30, 2017
|
||||||||||||||||
Net revenue
|
$
|
404.6
|
|
|
$
|
432.9
|
|
|
$
|
373.7
|
|
|
$
|
354.1
|
|
|
$
|
301.1
|
|
|
$
|
298.8
|
|
|
$
|
404.6
|
|
|
$
|
243.2
|
|
Cost of sales
|
304.6
|
|
|
316.5
|
|
|
244.5
|
|
|
227.3
|
|
|
204.8
|
|
|
201.0
|
|
|
232.7
|
|
|
173.9
|
|
||||||||
Amortization of acquired intangibles
|
13.2
|
|
|
28.1
|
|
|
4.4
|
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
||||||||
Gross profit
|
86.8
|
|
|
88.3
|
|
|
124.8
|
|
|
126.0
|
|
|
95.5
|
|
|
97.0
|
|
|
171.1
|
|
|
68.5
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
49.5
|
|
|
57.7
|
|
|
42.8
|
|
|
34.6
|
|
|
38.5
|
|
|
38.2
|
|
|
43.8
|
|
|
36.3
|
|
||||||||
Selling, general and administrative
|
49.4
|
|
|
55.2
|
|
|
62.7
|
|
|
33.0
|
|
|
32.7
|
|
|
33.2
|
|
|
35.7
|
|
|
26.6
|
|
||||||||
Restructuring and related charges
|
1.7
|
|
|
21.1
|
|
|
7.8
|
|
|
1.3
|
|
|
3.4
|
|
|
0.1
|
|
|
0.8
|
|
|
2.9
|
|
||||||||
Impairment charges
|
—
|
|
|
30.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating expenses
|
100.6
|
|
|
164.7
|
|
|
113.3
|
|
|
68.9
|
|
|
74.6
|
|
|
71.5
|
|
|
80.3
|
|
|
65.8
|
|
Income/(loss) from operations
|
(13.8
|
)
|
|
(76.4
|
)
|
|
11.5
|
|
|
57.1
|
|
|
20.9
|
|
|
25.5
|
|
|
90.8
|
|
|
2.7
|
|
||||||||
Unrealized gain (loss) on derivative liability
|
—
|
|
|
—
|
|
|
10.9
|
|
|
(2.1
|
)
|
|
7.8
|
|
|
(20.7
|
)
|
|
7.9
|
|
|
4.2
|
|
||||||||
Interest and other income (expense), net
|
(7.3
|
)
|
|
(6.1
|
)
|
|
(4.7
|
)
|
|
(2.4
|
)
|
|
(1.0
|
)
|
|
(2.1
|
)
|
|
(3.2
|
)
|
|
(3.4
|
)
|
||||||||
Income/(loss) before income taxes
|
(21.1
|
)
|
|
(82.5
|
)
|
|
17.7
|
|
|
52.6
|
|
|
27.7
|
|
|
2.7
|
|
|
95.5
|
|
|
3.5
|
|
||||||||
Provision for (benefit from) income taxes
|
4.7
|
|
|
(8.2
|
)
|
|
1.4
|
|
|
5.2
|
|
|
(5.8
|
)
|
|
—
|
|
|
(109.3
|
)
|
|
(3.6
|
)
|
||||||||
Net income/(loss)
|
$
|
(25.8
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
16.3
|
|
|
$
|
47.4
|
|
|
$
|
33.5
|
|
|
$
|
2.7
|
|
|
$
|
204.8
|
|
|
$
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income/(loss) attributable to common stockholders - Basic
|
$
|
(25.8
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
16.1
|
|
|
$
|
46.1
|
|
|
32.5
|
|
|
2.4
|
|
|
199.8
|
|
|
6.7
|
|
||||
Net income/(loss) attributable to common stockholders - Diluted
|
$
|
(25.8
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
5.4
|
|
|
$
|
46.1
|
|
|
25.7
|
|
|
2.4
|
|
|
196.9
|
|
|
2.9
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income/(loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.34
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
0.24
|
|
|
$
|
0.73
|
|
|
$
|
0.52
|
|
|
$
|
0.04
|
|
|
$
|
3.21
|
|
|
$
|
0.11
|
|
Diluted
|
$
|
(0.34
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
0.08
|
|
|
$
|
0.72
|
|
|
$
|
0.40
|
|
|
$
|
0.04
|
|
|
$
|
3.05
|
|
|
$
|
0.04
|
|
Shares used to compute net income/(loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
76.5
|
|
|
76.2
|
|
|
66.8
|
|
|
63.1
|
|
|
62.7
|
|
|
62.4
|
|
|
62.2
|
|
|
61.7
|
|
||||||||
Diluted
|
76.5
|
|
|
76.2
|
|
|
67.8
|
|
|
63.9
|
|
|
65.0
|
|
|
63.3
|
|
|
64.6
|
|
|
64.5
|
|
|
Page
|
|
(in millions)
|
||||||||||||||||||
|
Balance at
Beginning of Period |
|
Assumed in Oclaro Acquisition
|
|
Increase (decrease) to
Income Statement |
|
Write
Offs and Other Adjustments |
|
Balance
at End of Period |
||||||||||
Accounts receivable allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal year ended June 29, 2019
|
$
|
2.6
|
|
|
$
|
3.3
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
4.5
|
|
Fiscal year ended June 30, 2018
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.6
|
|
Fiscal year ended July 1, 2017
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.8
|
|
|
|
(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
|
||||||||
Deferred tax valuation allowance:
|
|
|
|
|
|
|
|
|
||||||||
Fiscal year ended June 29, 2019
|
|
$
|
99.4
|
|
|
$
|
153.9
|
|
|
$
|
(63.0
|
)
|
|
$
|
190.3
|
|
Fiscal year ended June 30, 2018
|
|
$
|
296.4
|
|
|
$
|
234.1
|
|
|
$
|
(431.1
|
)
|
|
$
|
99.4
|
|
Fiscal year ended July 1, 2017
|
|
$
|
321.4
|
|
|
$
|
16.7
|
|
|
$
|
(41.7
|
)
|
|
$
|
296.4
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
Filed
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
2.1
|
|
|
8-K
|
|
2.1
|
|
8/6/2015
|
|
|
|
2.1
|
|
|
8-K
|
|
2.1
|
|
3/12/2018
|
|
|
|
2.2
|
|
|
8-K
|
|
2.2
|
|
8/6/2015
|
|
|
|
3.1
|
|
|
8-K
|
|
3.1
|
|
8/6/2015
|
|
|
|
3.2
|
|
|
8-K
|
|
3.2
|
|
8/6/2015
|
|
|
|
4.1
|
|
|
8-K
|
|
4.1
|
|
8/6/2015
|
|
|
|
4.2
|
|
|
8-K
|
|
4.1
|
|
3/9/2017
|
|
|
|
4.3
|
|
|
8-K
|
|
4.2
|
|
3/9/2017
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
X
|
10.1
|
|
|
8-K
|
|
10.1
|
|
8/6/2015
|
|
|
|
10.2*
|
|
|
8-K
|
|
10.2
|
|
8/6/2015
|
|
|
|
10.3
|
|
|
8-K
|
|
10.3
|
|
8/6/2015
|
|
|
|
10.4
|
|
|
8-K
|
|
10.2
|
|
11/9/2016
|
|
|
|
10.5
|
|
|
S-8
|
|
99.2
|
|
7/29/2015
|
|
|
|
10.6*
|
|
|
8-K
|
|
10.3
|
|
11/9/2016
|
|
|
|
10.7
|
|
|
10-K
|
|
10.6
|
|
8/28/2018
|
|
|
|
10.8*
|
|
|
8-K
|
|
10.4
|
|
8/6/2015
|
|
|
|
10.9*
|
|
|
10-K
|
|
10.8
|
|
9/25/2015
|
|
|
|
10.10
|
|
|
8-K
|
|
10.1
|
|
3/9/2017
|
|
|
|
10.11
|
|
|
8-K
|
|
10.1
|
|
3/12/2018
|
|
|
|
10.12*
|
|
|
10-K
|
|
10.11
|
|
8/28/2018
|
|
|
|
10.13
|
|
|
8-K
|
|
10.1
|
|
12/10/2018
|
|
|
|
10.14*
|
|
|
10-Q
|
|
10.1
|
|
5/7/2019
|
|
|
|
10.15
|
|
|
|
|
|
|
|
|
X
|
|
21.1
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
X
|
|
32.1†
|
|
|
|
|
|
|
|
|
X
|
|
32.2†
|
|
|
|
|
|
|
|
|
X
|
101
|
|
The following financial information from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June 29, 2019, June 30, 2018 and July 1, 2017; (ii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended June 29, 2019, June 30, 2018 and July 1, 2017; (iii) Consolidated Balance Sheets as of June 29, 2019 and June 30, 2018; (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 29, 2019, June 30, 2018 and July 1, 2017; (v) Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the fiscal years ended June 29, 2019, June 30, 2018 and July 1, 2017; and (vi) Notes to the Consolidated Financial
|
|
|
|
|
|
|
|
X
|
104
|
|
The cover page from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended June 29, 2019, formatted in Inline XBRL (included as Exhibit 101).
|
|
|
|
|
|
|
|
X
|
Date:
|
August 27, 2019
|
LUMENTUM HOLDINGS INC.
|
|
|
|
|
|
|
By: /s/ Wajid Ali
|
|
|
|
By: Wajid Ali
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ ALAN LOWE
|
|
President, Chief Executive Officer and Director (principal executive officer)
|
|
August 27, 2019
|
Alan Lowe
|
|
|
|
|
|
|
|
|
|
/s/ WAJID ALI
|
|
Executive Vice President, Chief Financial Officer (principal financial officer)
|
|
August 27, 2019
|
Wajid Ali
|
|
|
|
|
|
|
|
|
|
/s/ MATTHEW SEPE
|
|
Chief Accounting Officer (principal accounting officer)
|
|
August 27, 2019
|
Matthew Sepe
|
|
|
|
|
|
|
|
|
|
/s/ HAROLD COVERT
|
|
Director
|
|
August 27, 2019
|
Harold Covert
|
|
|
|
|
|
|
|
|
|
/s/ JULIE JOHNSON
|
|
Director
|
|
August 27, 2019
|
Julie Johnson
|
|
|
|
|
|
|
|
|
|
/s/ PENELOPE HERSCHER
|
|
Director
|
|
August 27, 2019
|
Penelope Herscher
|
|
|
|
|
|
|
|
|
|
/s/ BRIAN LILLIE
|
|
Director
|
|
August 27, 2019
|
Brian Lillie
|
|
|
|
|
|
|
|
|
|
/s/ SAMUEL THOMAS
|
|
Director
|
|
August 27, 2019
|
Samuel Thomas
|
|
|
|
|
|
|
|
|
|
/s/ IAN SMALL
|
|
Director
|
|
August 27, 2019
|
Ian Small
|
|
|
|
|
|
|
|
before the stockholder became interested, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
|
|
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or
|
|
|
|
at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
./
-/5-2-19//
|
|
|
./
-/5-2-19//
|
2
|
|
./
-/5-2-19//
|
3
|
|
/s/ RB
|
|
/s/ JH
|
SELLER'S INITIALS
|
|
BUYER'S INITIALS
|
./
-/5-2-19//
|
4
|
|
./
-/5-2-19//
|
5
|
|
./
-/5-2-19//
|
6
|
|
./
-/5-2-19//
|
7
|
|
./
-/5-2-19//
|
8
|
|
./
-/5-2-19//
|
9
|
|
./
-/5-2-19//
|
10
|
|
./
-/5-2-19//
|
11
|
|
/s/ RB
|
|
/s/ JH
|
SELLER'S INITIALS
|
|
BUYER'S INITIALS
|
./
-/5-2-19//
|
12
|
|
./
-/5-2-19//
|
13
|
|
./
-/5-2-19//
|
14
|
|
./
-/5-2-19//
|
15
|
|
./
-/5-2-19//
|
16
|
|
./
-/5-2-19//
|
17
|
|
./
-/5-2-19//
|
18
|
|
./
-/5-2-19//
|
19
|
|
./
-/5-2-19//
|
20
|
|
./
-/5-2-19//
|
21
|
|
./
-/5-2-19//
|
22
|
|
./
-/5-2-19//
|
23
|
|
SELLER:
|
MNCVAD-GRAYMARK RIDDER PARK LLC,
a Delaware limited liability company |
|
By: /s/ Ross T. Berry
Name: Ross T. Berry Title: Vice President |
BUYER:
|
LUMENTUM OPERATIONS LLC,
a Delaware limited liability company |
|
By: /s/ Judy Hamel
Name: Judy Hamel Title: SVP, General Counsel |
|
|
|
|
|
|
|
|
./
-/5-2-19//
|
24
|
|
|
CHICAGO TITLE INSURANCE COMPANY
By: /s/ Terina J. Kung
Name: Terina J. Kung
Title: AVP, Senior Commercial Escrow Officer
|
|
25
|
|
./
-/5-2-19//
|
EXHIBIT B
-1-
|
|
¨
|
This transfer is exempt from the documentary transfer tax.
|
þ
|
The documentary transfer tax is $__________ and City Tax is $__________ and is computed on:
|
þ
|
the full value of the interest or property conveyed.
|
./
-/5-2-19//
|
EXHIBIT B
-1-
|
|
./
-/5-2-19//
|
EXHIBIT B
-1-
|
|
Grantor:
|
MNCVAD-GRAYMARK RIDDER PARK LLC,
a Delaware limited liability company |
./
-/5-2-19//
|
EXHIBIT B
-1-
|
|
ASSIGNOR:
|
MNCVAD-GRAYMARK RIDDER PARK LLC,
a Delaware limited liability company |
ASSIGNEE:
|
[_________________________],
a ____________________ |
ASSIGNOR:
|
MNCVAD-GRAYMARK RIDDER PARK LLC,
a Delaware limited liability company |
ASSIGNEE:
|
[_________________________],
a ____________________ |
1.
|
|
1.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To:
|
Chicago Title Insurance Company
|
Attn:
|
Terina J. Kung, Escrow Officer
|
Re:
|
Title No. __________
|
DECLARANT:
|
MNCVAD-GRAYMARK RIDDER PARK LLC,
a Delaware limited liability company |
./
-/5-2-19//
|
EXHIBIT B
-1-
|
|
Name of Entity
|
|
State or Other
Jurisdiction of Incorporation or Organization |
DOMESTIC
|
|
|
CCOP International Holdings Inc.
|
|
Delaware
|
E20 Communications Inc.
|
|
Delaware
|
Lightwave Electronics Corporation
|
|
California
|
Lumentum Inc.
|
|
Delaware
|
Lumentum Operations LLC
|
|
Delaware
|
Lumentum Optical Corporation
|
|
Massachusetts
|
Lumentum Research LLC
|
|
Delaware
|
Oclaro (North America), Inc.
|
|
Delaware
|
Lumentum Fiber Optics, Inc.
|
|
Delaware
|
Lumentum Optics Inc.
|
|
Delaware
|
Oclaro, LLC
|
|
Delaware
|
SDL PIRI, Inc.
|
|
Delaware
|
INTERNATIONAL
|
|
|
Bookham International Ltd.
|
|
Cayman Islands
|
Bookham Nominees Ltd.
|
|
United Kingdom
|
Lumentum Asia Limited
|
|
Hong Kong
|
Lumentum (BVI) Ltd
|
|
British Virgin Islands
|
Lumentum BC Research ULC
|
|
Canada
|
Lumentum Canada Ltd.
|
|
Canada
|
Lumentum Communication Technology (Shenzhen) Co., Ltd.
|
|
China
|
Lumentum d.o.o. Optièna vlakna
|
|
Slovenia
|
Lumentum HoldCo Limited
|
|
Hong Kong
|
Lumentum HoldCo Limited - Taiwan Branch
|
|
Taiwan
|
Lumentum International (Thailand) Co., Ltd.
|
|
Thailand
|
Lumentum International (Thailand) Co., Ltd. - Branch
|
|
Thailand
|
Lumentum International Tech Co.
|
|
Cayman Islands
|
Lumentum Israel Ltd
|
|
Israel
|
Lumentum Japan Inc.
|
|
Japan
|
Lumentum K.K.
|
|
Japan
|
Lumentum Netherlands B.V.
|
|
Netherlands
|
Lumentum Netherlands B.V. - France Branch
|
|
France
|
Lumentum Netherlands B.V. - Germany Branch
|
|
Germany
|
Lumentum Netherlands B.V. - Italy Branch
|
|
Italy
|
Lumentum Netherlands B.V. - UK Branch
|
|
United Kingdom
|
Lumentum Ottawa Inc.
|
|
Canada
|
Lumentum SK Limited
|
|
South Korea
|
Lumentum Switzerland AG
|
|
Switzerland
|
Lumentum Taiwan Co., Ltd.
|
|
Taiwan
|
Lumentum Tech LLC
|
|
Cayman Islands
|
Lumentum Technologies Limited
|
|
Canada
|
Oclaro (Canada) Inc.
|
|
Canada
|
Oclaro (North America), Inc. (branch office -- San Donato, Italy)
|
|
Italy
|
Oclaro Germany GmbH
|
|
Germany
|
Oclaro Innovations LLP
|
|
United Kingdom
|
Oclaro Malaysia Sdn Bhd
|
|
Malaysia
|
Oclaro Technology (Shenzhen) Co. Ltd.
|
|
China
|
Lumentum Technology UK Limited
|
|
United Kingdom
|
Oclaro Technology Limited (rep office-Hong Kong)
|
|
Hong Kong
|
Oclaro Thailand Ltd.
|
|
Thailand
|
/s/ ALAN LOWE
|
|
Alan Lowe
President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ WAJID ALI
|
|
Wajid Ali
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
/s/ ALAN LOWE
|
|
Alan Lowe
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ WAJID ALI
|
|
|
Wajid Ali
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|