Lumentum Holdings (LITE) 10-K risk factor changes: FY2022 vs FY2021

[removed: *General economic factors*][added: General Economic Factors]

- the impact of the [added: ongoing] COVID-19 pandemic and responsive measures; [added: and]

[removed: *Operational factors*][added: Operational Factors]

- changes in [added: spending levels,] demand and customer requirements for our products;

- our international [removed: tax] structure;

- actual or perceived security or privacy [removed: breaches,] [added: breaches or incidents,] as well as defects, errors or vulnerabilities in our technology and that of third-party providers;

- factors relating to our intellectual property rights as well as the intellectual property rights of others; [added: and]

[removed: *Regulatory] [added: Regulatory] and Legal [removed: factors*][added: Factors]

- litigation [removed: risks;][added: risks, including intellectual property litigation;]

- changes in laws and the adoption and interpretation of administrative rules and regulations, including U.S. and international customs and export regulations; [added: and]

- our ability to maintain an effective system of disclosure controls and internal control over financial [removed: reporting;][added: reporting]

[removed: *Financing] [added: Financing] and Transactional [removed: Risks*][added: Risks]

- our future capital requirements; [added: and]

- our ability to service our current and future [removed: debt;][added: debt]

[removed: *Governance] [added: Governance] Risks and Risks [removed: related] [added: Related] to Ownership of [removed: our] [added: Our] Capital [removed: Stock*][added: Stock]

- dilution related to our 2024 [added: Notes, 2026] Notes and [removed: 2026 Notes;][added: 2028 Notes (each as defined below);]

- our intention not to pay dividends for the foreseeable [removed: future.][added: future]

Our business, results of operations and financial performance have been negatively impacted by the [added: evolution of the] COVID-19 pandemic and related [added: countermeasures and] public health responses, such as shelter-in-place orders, social distancing protocols, and travel restrictions in many of the countries and regions in which we have operations or manufacturing partners.

[removed: As a result] [added: From the start] of the COVID-19 [removed: outbreak around the world, beginning] [added: pandemic,] in early February [removed: 2020,] [added: 2020] Lumentum [added: proactively] implemented certain [added: measures to limit the spread of the virus, such as] travel restrictions, temporarily closed or limited the number of employees permitted onsite in our offices and manufacturing sites in several heavily impacted locations, [added: implementation of vaccination guidelines in accordance with government mandates,] and implemented work-from-home rules at most of our facilities.

In addition, we have experienced disruption and delays with our manufacturing partners, for example in Malaysia, limitations were imposed at certain times on which businesses could operate and the amount of the workforce permitted to perform manufacturing [removed: operations.][added: operations, and in the third quarter of fiscal 2022, we experienced a temporary factory closure in China as a result of an increase in the number of COVID-19 cases, as required by local government mandates.]

Our supply chain has [removed: also been] [added: been, and continues to be,] affected by measures implemented in response to the pandemic and in certain cases, our suppliers have not had the materials, capacity or capability to supply us with the components necessary for continuing our manufacturing operations or development efforts at our normal levels, such as the impacts we are experiencing from the shortages in semiconductor components.

Similarly, our customers have also experienced, and could continue to experience, disruptions in their operations, which may result in reduced, delayed, or canceled orders, and has increased collection risks, [added: which may adversely affect our results of operations.]

The ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; the availability of federal, state, local or non-U.S. funding programs; general economic uncertainty in key global markets and financial market [removed: volatility;] [added: volatility, including increasing levels of inflation in the United States;] global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides (including the availability [added: and efficacy] of treatments and vaccines and the impact of new variants on recovery).

The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and the accurate prediction of technology and market trends, and is further impacted by the disruptions caused by COVID-19 on our ability to continue with research and development [removed: activities.][added: activities and on our customers’ abilities to introduce new products and offerings.]

If we fail to continue to develop enhanced or new [removed: products,] [added: products that enable us to increase revenues while maintaining consistent margins,] or over time are unable to adjust our cost structure to continue to competitively price more mature products, our financial condition and results of operations could be materially and adversely affected.

We have consistently relied on a small number of customers for a significant portion of our [removed: sales] [added: sales,] and in certain of our markets, such as 3D sensing and commercial lasers, this customer concentration is particularly acute.

We expect that this customer concentration will continue in the future, and we expect that our [added: financial performance in certain business lines and] growth prospects will continue to depend in part on a small number of customers.

[added: In addition, changes in the business requirements, vendor selection, project] prioritization, financial prospects, capital resources, and expenditures, or purchasing behavior (including product mix purchased or timing of purchases) of our key customers, or any real or perceived quality issues related to the products that we sell to such customers, could significantly decrease our sales to such customers or could lead to delays or cancellations of planned purchases of our products or services, which increases the risk of quarterly fluctuations in our revenues and operating results.

There are also continuing trade tensions, including an uncertain regulatory environment, in the U.S. and countries in Asia, which [added: have and] could [added: continue to] materially impact our sales to key customers in these regions.

Our competitors include [removed: II-VI,] [added: Coherent (previously named II-VI),] Acacia Communications [removed: (which was acquired] [added: (acquired] by Cisco in [removed: March] 2021), Accelink, ams AG, Broadcom Inc., [removed: Coherent (which has entered into a merger agreement with II-VI),] Fujitsu Optical Components, Furukawa Electric, IPG Photonics, Mitsubishi Electric, MKS Instruments, Molex, [removed: Neophotonics,] [added: and] O-Net Communications, Sumitomo Electric Industries, and Trumpf Group.

We may not be able to compete successfully against either current or future competitors, particularly, in light of increasing [added: consolidation.]

Additionally, the merger or consolidation of significant competitors, for example, II-VI’s acquisition of Finisar in September of 2019 and its [removed: pending] acquisition of [removed: Coherent,] [added: Coherent on July 1, 2022,] the acquisition of Acacia Communications by Cisco in March 2021, and the acquisition of OSRAM by AMS in December 2019, may result in competitors with greater resources, enable them to offer a different market approach, or a lower cost structure through economies of scale or other efficiencies that we may be unable to match and which may intensify competition in the various markets.

- impacts related to business disruptions and restrictions related to [removed: COVID-19;][added: COVID-19, including supply chain disruptions and labor shortages;]

For example, sanctions on sales to certain parties of [removed: US] [added: U.S.] semiconductors and semiconductor equipment has caused a delay in 5G deployment in China while the affected companies seek alternative solutions, which has reduced the demand for our products from some of our Chinese customers;

- potential global or regional recession as a result of the COVID-19 pandemic and related responses of individuals, [removed: governments,] [added: governments and] private industry;

- political [removed: developments of] [added: developments, geopolitical unrest or other conflicts in] foreign nations, including [removed: Brexit] [added: Brexit, the war in Ukraine] and political developments in Hong Kong and the potential impact such developments or further actions could have on our customers in [removed: Hong Kong;] [added: the markets in which we operate;] and

- 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 on an absolute or relative basis, natural disasters, epidemic disease, labor unrest, earnings expatriation restrictions, misappropriation of intellectual property, military actions, acts of terrorism, political and social unrest and difficulties in staffing and managing international [removed: operations.][added: operations]

We expect such volatility to continue, which could negatively impact our results by making our non-U.S. operations more expensive when reported in [removed: US] [added: U.S.] dollars, primarily due to the costs of payroll.

In many foreign countries, particularly in those with developing economies, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. [removed: regulations applicable to us.]

For additional information regarding the impact of COVID-19 on our business, [removed: see] [added: please refer to] the risk factor above titled “Our business operations, financial performance, results of operations, financial position and the achievement of our strategic objectives may be materially and adversely affected by the ongoing COVID-19 pandemic.”

- challenges relating to supply chain constraints

- our ability to timely procure components needed to manufacture our products;

- our level of success in accessing new markets and obtaining new customers;

- restructure charges;

- merger and acquisition related risks

- our ability to obtain antitrust approvals in connection with certain strategic transactions;

- changes in social and environmental responsibility regulations, policies and provisions, as well as customer and investor demands;

Risk Related to Our Merger with NeoPhotonics

- failure to successfully integrate NeoPhotonics to our business;

- failure to realize the benefits expected from the Merger; and

- litigation in connection with the Merger

The full extent to which the COVID-19 pandemic could impact our financial performance and results of operation will depend on future developments that are highly uncertain and cannot be accurately predicted, including COVID-19 infections intensifying or returning in various geographic areas, the severity and transmission rate of variants of the virus, new medical and other information that may emerge concerning COVID-19, the effectiveness of vaccines, and the actions by governmental entities or others to address it, contain it or treat its impact.

New and potentially more contagious variants of the COVID-19 virus continue to develop in several countries, including regions in which we have significant operations.

If there is any further decline of the situation in countries where we operate or if the current situation persists for an extended period, our employees and operations could be significantly impacted.

Further, we have seen delayed deployments of 5G networks, particularly in China, which has harmed and may continue to harm our OpComms revenue.

Furthermore, the COVID-19 pandemic and related supply chain disruptions and labor market constraints have created heightened risk that sole suppliers or limited number of suppliers may be unable to meet their obligations to us.

If we experience any significant difficulty in obtaining the materials or services used in the conduct of our business, these supply challenges may limit our ability to fully satisfy customer demand.

Challenges relating to current supply chain constraints, including semiconductor components, could adversely impact our business, results of operations and financial condition.

The COVID-19 pandemic has also contributed to and exacerbated this strain and may continue to cause volatility and uncertainty in customer demand.

This constrained supply environment has adversely affected and could further affect availability, lead-times and cost of components.

As a result, we may experience increases in the costs to manufacture our products and may not be able to manufacture and deliver all of the orders placed by our customers in time.

Limits on manufacturing availability or capacity or delays in production or delivery of components or raw materials due to COVID-related restrictions or otherwise could further delay or inhibit our ability to obtain supply of components and produce finished goods inventory.

There can be no assurance that the current supply chain impacts will not continue, or worsen, in the future.

These supply chain constraints and their related challenges could result in shortages, increased material costs or use of cash, engineering design changes, and delays in new product introductions, each of which could adversely impact our business, results of operations and financial condition.

Future demand for our products is uncertain and will depend to a great degree on continued technological development and the introduction of new or enhanced products.

If this does not continue, sales of our products may decline which could adversely impact our business, results of operations and financial condition.

Therefore, these customers may alter their purchasing behavior with little or no notice to us for various reasons, including developing, or, in the case of our distributors, their customers developing, their own product solutions; choosing to purchase or distribute product from our competitors; incorrectly forecasting end market demand for their products; or experiencing a reduction in their market share in the markets for which they purchase our products.

We may also experience pricing pressure with certain of our customers that may adversely affect our revenue and margins, or, if the ongoing relationship no longer benefits us, we may decide to suspend or terminate our relationship with such customers.

We are dependent upon our ability to obtain export licenses, or exceptions to export license requirements, from U.S. and other foreign regulatory agencies.

There is no assurance that we will be issued these licenses or be granted exceptions, and failure to obtain such licenses or exceptions could limit our ability to sell our products into certain countries and negatively impact our business, financial condition and operating results.

In April 2021, BIS added other China-based technology companies into the Entity List, including seven supercomputing companies in April 2021 and twenty-three more entities located in China in July 2021, thereby further expanding the scope of companies subject to trade restrictions.

These competitors may be able to devote greater resources than we can to the development, promotion, sale and support of their products.

- overlapping, differing or more burdensome tax structure and laws;

- markets for 5G infrastructure not developing in the manner or in the time periods we anticipate, including as a result of unfavorable developments with evolving laws and regulations worldwide;

- inflationary pressures that may occur as a result of economic recovery following the COVID-19 pandemic;

- the impact of recessions and other economic conditions in economies outside the United States, including, for example, dips in the manufacturing Purchasing Managers Index as well as the Institute for Supply Management data in the Eurozone;

- tax and customs changes that adversely impact our global sourcing strategy, manufacturing practices, transfer-pricing, or competitiveness of our products for global sales;

- volatility in oil prices and increased costs, or limited supply of other natural resources;

regulations applicable to us.

Like most other multinational companies, we are also highly dependent upon the ability to ship products to customers and to receive shipments from our suppliers.

- intellectual property litigation;

which may adversely affect our results of operations.

In addition, changes in the business requirements, vendor selection, project

This trade uncertainty may cause delays or cancellations, which could adversely affect our business, financial conditions and operating results.

consolidation.

to our reputation and customer relations.

We have in the past made several acquisitions, including our acquisition of Oclaro in December 2018, and we expect to continue to expand and diversify our operations with additional acquisitions and strategic transactions.

Some of the risks that may affect our ability to integrate or realize any anticipated benefits from acquired companies, businesses or assets include those associated with:

- loss of customers, suppliers or partners;

- insufficient net revenue to offset increased expenses associated with acquisitions;

For example, the Biden administration has proposed to increase the U.S. corporate income tax rate to 28% from 21%, increase the U.S. taxation of our international business operations and impose a global minimum tax.

The income and non-income tax regimes we are subject to or operate under are unsettled and may be subject to significant change.

Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position and results of operations.

Many countries in Europe, as well as a number of other countries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could increase our tax obligations where we do business or require us to change the manner in which we operate our business.

If we don’t meet the tax holiday requirements, income earned in Thailand will be subject to a higher statutory income tax rate, which may cause our effective tax rate to increase and reduce our liquidity and cash flow.

investigations, regulatory proceedings, litigation, legal obligations or liability, affect our relationships with our customers, require us to bear significant costs in connection with remediating and otherwise responding to any disruption, breach, or incident, and ultimately harm our business.

We have

Legal Proceedings.”

For example, in response to the pandemic, the U.S suspended entry of certain foreign nationals, which could impact our ability to hire and retain highly skilled employees from other countries.

to ITAR.

We believe we

The accounting method for our 2024 Notes and 2026 Notes could adversely affect our financial condition and operating results.

We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements.

The application of the if-converted method may reduce our reported diluted earnings per share.

Please [removed: see] [added: refer to] “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.*

Virtual meetings, video calls, and hybrid in-person and virtual environments for work and other aspects of life will continue to drive strong needs for bandwidth growth and present dynamic new [removed: technology] challenges that our technology addresses.

[removed: Refer] [added: Please refer] to “Note 4.

[removed: We also sell laser chips for use in manufacturing of high-speed Datacom transceivers.In] [added: In] the Consumer and Industrial market, our OpComms products include laser light sources, which are integrated into 3D sensing [added: platforms being used in applications for mobile devices, gaming, computers, and other consumer electronics devices.]

Our OpComms customers include [added: Accelink,] Alphabet, [added: Amazon,] Apple, Ciena, Cisco Systems [removed: (which acquired Acacia Communications on March 1, 2021, another customer of ours), Huawei Technologies] (including [removed: HiSilicon),] [added: Acacia Communications, which was acquired by Cisco), Comcast,] Infinera, [removed: Innolight, NEC,] Nokia Networks (including Alcatel-Lucent International), and ZTE.

Our Lasers customers include Amada, [removed: ASML Holding, Beckman Coulter, DISCO, Electro Scientific Industries (acquired by MKS Instruments in February 2019), Han’s Laser] [added: ASM Pacific] Technology, [added: DISCO,] KLA-Tencor, Lasertec, Life Technologies, [added: LPKF Laser & Electronics, Malvern Panalytical,] and [removed: NR Electric.][added: MKS Instruments.]

[removed: The] [added: Since February 2020, the] COVID-19 pandemic has caused public health officials to recommend, and governments to enact, precautions to mitigate the spread of the virus, including travel restrictions and bans, extensive social distancing guidelines, closure or restrictions on business and quarantine or other types of “shelter-in-place” orders in many regions of the world.

The pandemic and these related responses [removed: have caused, and are expected to] continue to cause a global slowdown of economic activity (including a decrease in demand for a broad variety of goods and services), disruptions in global supply [removed: chains] [added: chains, labor shortages,] and significant volatility and potential disruption of financial markets.

[removed: We have adopted several] [added: Some of these] measures [removed: in response to the COVID-19 outbreak including] [added: have included] complying with local, state or federal orders that require employees to work from home, instructing employees to work from home in certain jurisdictions, limiting the number of employees onsite which slowed our manufacturing operations in certain countries, [removed: enhanced] [added: enhancing] use of personal protective equipment and restricting non-critical business travel by our [removed: employees.][added: employees, enacting vaccine and testing mandates in certain jurisdictions, and implementing health and safety enhancements.]

In the geographies [added: where] we have operations, we have, in [removed: general,] [added: general and where applicable,] been deemed an essential business and been permitted to continue manufacturing and [removed: providing] [added: conducting] new product development operations in a more limited capacity during the pandemic.

Given the continually evolving situation, [added: particularly in light of the recent Delta and Omicron variants,] it is difficult to predict the magnitude and duration of the impact of the COVID-19 pandemic to our [removed: markets] [added: markets, its effects,] or precisely when our ability to supply our products will return to full capacity.

We are continuing to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, communities, business partners, [removed: suppliers,] [added: suppliers] and stockholders, or as required by federal, state, or local authorities.

It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, [removed: employees,] [added: employees] and prospects, or on our financial results for [removed: fiscal year 2022.][added: the future.]

These shortages [removed: are expected to impact] [added: have impacted] our ability to [added: meet demand and] generate revenue from certain products in [removed: early] fiscal 2022 and, if our ability to procure needed semiconductor components does not improve, this will impact our ability to supply our products to our customers and may reduce our revenue and profit margin.

The impact of semiconductor component shortages may [removed: increase] [added: continue] in the near term as supplier and customer buffer inventories and safety stocks are exhausted.

We believe there are long-term opportunities, as the world’s experience with COVID-19 [removed: is driving] [added: could drive] an increasingly digital and virtual [removed: world] [added: world,] touching all aspects of life and [removed: work] [added: work,] that increasingly emphasizes [added: the importance of] communications systems, cloud services, augmented and virtual reality, and enhanced security.

As such, we expect to continue to invest strongly in new products, [removed: technology,] [added: technology] and customer programs.

For more information on risks associated with the COVID-19 outbreak and regulatory actions, [removed: see] [added: please refer to] the section titled “Risk Factors” in Item 1A of Part [removed: I.][added: I of this report.]

[added: The accounting policies that] reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

[removed: *Inventory Valuation*][added: Inventory Valuation]

[removed: *Revenue Recognition*][added: Revenue Recognition]

- recognition of revenues when, or as, the contractual performance obligations are [removed: satisfied.][added: satisfied]

However, in [removed: some instances] [added: certain circumstances] depending upon the product, specific market, product line and geography in which we operate, and what is common in the industry, our warranties can vary and range from six months to five years.

The following table reflects the changes in contract balances as of July [removed: 3, 2021] [added: 2, 2022] (*in millions, except percentages*):

| Contract balances | | | Balance sheet location | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | Change | | | | | | Percentage Change | | |

| Deferred revenue and customer deposits | | | Other current liabilities | | | [removed: $0.6] [added: $] | [added: —] | | | | | [removed: $1.9] [added: $] | [added: 0.6] | | | | | [removed: $(1.3)] [added: $] | [added: (0.6)] | | | | | [removed: (68.4)%] [added: (100.0)%] | | |

[removed: Refer] [added: Please refer] to “Note 20.

[removed: *Income Taxes*][added: Income Taxes]

This approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial [added: statements or tax returns.]

[removed: *Goodwill*][added: Goodwill]

We test [removed: for impairment of] goodwill [added: impairment] on an annual basis in the [added: fiscal] fourth quarter and at any other time when events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable.

For example, if the price of our common stock were to significantly decrease combined with other adverse changes in market conditions, thus indicating that the underlying fair value of our reporting units may have decreased, we [removed: might be required to] [added: may] reassess the value of our goodwill in the period such circumstances were identified.

If we determine [removed: that] [added: that,] as a result of the qualitative [removed: assessment that] [added: assessment,] it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, [removed: then] [added: we perform] the quantitative test [removed: is required.][added: by estimating the fair value of our reporting units.]

If the carrying value of a reporting unit exceeds its fair value, [removed: the goodwill of that reporting unit is potentially impaired and] we record [removed: an] [added: goodwill] impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its fair value, not to exceed the carrying amount of goodwill.

[removed: Refer] [added: Please refer] to “Note [removed: 2.][added: 4.]

Recently Issued Accounting Pronouncements” [removed: in the notes] to [added: the] consolidated financial statements.

| | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | June [removed: 29, 2019] [added: 27, 2020] | | |

| OpComms | | | [removed: 93.0] [added: 88.7] | | % | | | | [removed: 90.3] [added: 93.0] | | % | | | | [removed: 87.5] [added: 90.3] | | % |

| Lasers | | | [removed: 7.0] [added: 11.3] | | | | | | [removed: 9.7] [added: 7.0] | | | | | | [removed: 12.5] [added: 9.7] | | |

| Cost of sales | | | [removed: 51.5] [added: 50.3] | | | | | | [removed: 58.1] [added: 51.5] | | | | | | [removed: 69.8] [added: 58.1] | | |

We also sell laser chips for use in manufacturing of high-speed Datacom transceivers.

Mergers and Acquisitions

*NeoPhotonics*

On August 3, 2022 (the “Closing Date”), we completed our acquisition of NeoPhotonics Corporation (“NeoPhotonics”).

The addition of NeoPhotonics expands our opportunity in some of the fastest growing markets for optical components used in cloud and telecom network infrastructure.

We expect the integrated company to be better positioned to serve the needs of a global customer base who are increasingly utilizing photonics to accelerate the shift to digital and virtual approaches to work and life, the proliferation of IoT, 5G, and next-generation mobile networks, and the transition to advanced cloud computing architectures.

Under the terms of the merger agreement, on Closing Date, NeoPhotonics stockholders received $16.00 per share in cash for each of their NeoPhotonics shares for a total cash consideration of $867.3 million.

Prior to the Closing Date, as contemplated by the merger agreement, on January 14, 2022, entered into a credit agreement with NeoPhotonics, pursuant to which we agreed to make term loans (“loans”) to NeoPhotonics in an aggregate principal amount not to exceed $50.0 million to help fund capital expenditures and increased working capital associated with NeoPhotonics’ growth plans.

During fiscal 2022, we funded a $30.0 million loan request to NeoPhotonics.

On August 1, 2022, we funded an additional $20.0 million loan request to NeoPhotonics.

The interest is payable monthly in arrears on the first day of each month.

The loans will mature on January 14, 2024 unless earlier repaid or accelerated.

The $50.0 million loans in aggregate were not settled as of the Closing Date and therefore were considered part of the total purchase price in connection with the merger.

During the fiscal year ended July 2, 2022, we incurred $8.4 million of transaction costs related to our acquisition of NeoPhotonics, which are recorded under selling, general and administrative expenses in our consolidated statement of operations.

Business Combination” to the consolidated financial statements.

*Other Acquisition*

On August 15, 2022, we completed a transaction to acquire a business that develops and markets products for use in telecommunications and datacenter infrastructure, including Digital Signal Processors (DSP’s), ASICs and optical transceivers.

This acquisition will help us to expand our business in our OpComms segment.

Subsequent Events” to the consolidated financial statements.

We evaluate strategic opportunities regularly and, where appropriate, may acquire additional businesses, products, or technologies that are complementary to, or broaden the markets for our products.

We believe we have strengthened our business model by expanding our addressable markets, customer base and expertise, diversifying our product portfolio and fortifying our core businesses from acquisitions as well as through organic initiatives.

The ultimate extent to which COVID-19 will impact our business depends on future developments, which are highly uncertain and very difficult to predict, including the effectiveness and utilization of vaccines for COVID-19 and its variants, the severity of COVID-19 and its variants, and the effectiveness of the actions to contain or limit their spread.

From the start of the COVID-19 pandemic, we proactively implemented preventative measures and protocols, which we continuously assess and update for changes in conditions and emerging trends.

These measures are intended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and to ensure business continuity.

Currently, our major production facilities in Europe, Asia, and the United States remain open.

At most of our locations, we have transitioned from business continuity plans to return-to-office plans while continuing to maintain high standards of employee safety and sanitization protocols.

However, the pandemic continues to affect our suppliers and manufacturers who are experiencing component materials and labor shortages.

Supply Chain Constraints

Due to the global supply chain constraint, we have had to incur incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.

These costs have increased our inventory balances as of July 2, 2022 and may decrease our gross margin in the near term.

We expect component supply to be a challenge at least through the second quarter of fiscal 2023.

For more information on risks associated with supply chain constraints, please refer to the section titled “Risk Factors” in Item 1A of Part I of this report.

- Business Combinations

As a result of our Merger Agreement with NeoPhotonics, we added Business Combinations and Goodwill to our critical accounting policies and estimates in fiscal 2022.

Business Combination” to the consolidated financial statements.

| Accounts receivable, net | | | Accounts receivable, net | | | $ | 262.0 | | | | | $ | 212.8 | | | | | $ | 49.2 | | | | | 23.1% | | |

Revenue Recognition” to the consolidated financial statements for a presentation of disaggregated revenue.

Business Combinations

In accordance with the guidance for business combinations, we determine whether a transaction or event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business.

Each business combination is then accounted for by applying the acquisition method.

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.

Business Combinations” in the notes to consolidated financial statements for further discussion of the merger.

To maintain and grow our market and technology leadership positions, we are continually investing in new and differentiated products and technologies and customer programs that address both nearer-term and longer-term growth opportunities, as well as continually improving and optimizing our operations.

Over many years, we have developed close relationships with market leading customers.

We seek to use our core optical and photonic technology and our volume manufacturing capability to expand into attractive emerging markets that benefit from advantages that optical or photonics-based solutions provide.

platforms being used in applications for mobile devices, gaming, computers, and other consumer electronics devices.

Following the acquisition of Oclaro, during our fiscal 2019, we made several strategic changes to our OpComms business to better position it for growth and profitability.

These changes included attaining acquisition cost synergies related to redundant capabilities and divestiture of Telecom lithium niobate modulators and Datacom transceiver modules because of their muted growth and profitability trends.

These changes were substantially completed in fiscal 2020.

Our strategy of focusing on the development and sale of Datacom chips has enabled us to participate in the growth of the Datacom and 5G wireless markets.

Related to the strategic changes in our OpComms business, we entered into two strategic transactions to sell some of the discontinued product lines.

In the second quarter of fiscal year 2020, we entered into an agreement with Advanced Fiber Resources (Zhuhai) Ltd. (“AFR”), a leading provider of passive optical components, to sell the assets associated with certain Lithium Niobate product lines manufactured by our San Donato site for $17.0 million.

The transaction was closed in the third quarter of fiscal year 2020.

On April 18, 2019, we closed a transaction selling many of our Datacom transceiver module product lines to Cambridge Industries Group (“CIG”).

For further information regarding this transaction, refer to “Note 5.

Assets and Liabilities Held For Sale” in the notes to consolidated financial statements.

Termination of Coherent Merger Agreement

On January 18, 2021, we entered into a merger agreement with Coherent, under which we would acquire all outstanding shares of Coherent common stock.

In March 2021, Coherent terminated the merger agreement and paid us a termination fee of $217.6 million in accordance with the merger agreement.

This gain was offset by $10.1 million of acquisition related expenses and the net amount is presented as “merger termination fee and related costs, net” in our Consolidated Statement of Operations for the year ended July 3, 2021.

We are actively monitoring the evolving impact of the coronavirus outbreak.

The extent to which our operations will continue to be impacted by the outbreak will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and additional variants, the speed, efficacy, and acceptance of vaccine distributions, variant strains of the virus, actions by government authorities and private businesses to contain the severity of the outbreak and emerging variants in various geographies and the speed and trajectory of any recovery from the impact of the pandemic, among other things.

The accounting policies that

- Long-lived Asset Valuation

There have been no significant changes to our significant accounting policies as of and for the year ended July 3, 2021.

| Accounts receivable, net | | | Accounts receivable, net | | | $212.8 | | | | | | $233.5 | | | | | | $(20.7) | | | | | | (8.9)% | | |

Operating Segments and Geographic Information” for a presentation of disaggregated revenue.

statements or tax returns.

*Long-lived Asset Valuation*

We test long-lived assets for recoverability, at the asset group level, when events or changes in circumstances indicate that their carrying amount may not be recoverable.

Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset, significant adverse changes in the business climate or legal factors, accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset, or current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the difference between the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Otherwise, no further testing is required.

The quantitative goodwill impairment test requires us to estimate the fair value of our reporting units.

Based on the impairment analysis performed in the fourth quarter of each year presented, the fair value of our reporting units substantially exceeded the carrying value; as such, our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application.

There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.

Our senior management has reviewed our critical accounting policies and related disclosures with the Audit Committee of our board of directors.

| Unrealized gain on derivative liability | | | — | | | | | | — | | | | | | 0.6 | | |

We continue to actively evaluate these risks, and have taken reserves and financial positions as of July [removed: 3, 2021] [added: 2, 2022] that we believe are reasonable based on the information currently available.

Due to the impact of changes in foreign currency exchange rates between the U.S. Dollar and foreign currencies, for the fiscal years ended July [added: 2, 2022, July] 3, 2021, [added: and] June 27, 2020, [removed: and June 29, 2019,] we recorded foreign exchange [removed: losses, net] [added: gains] of [removed: $4.4] [added: $6.1] million, [removed: $1.4] [added: foreign exchange losses of $4.4] million, and [removed: $0.6] [added: foreign exchange losses of $1.4] million, respectively, in the other income (expense), net in the [removed: Consolidated Statements] [added: consolidated statements] of [removed: Operations.][added: operations.]

In the event our foreign currency denominated [removed: assets,] [added: monetary assets and] liabilities, sales or expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do [removed: business.][added: business as compared with the U.S. dollar.]

We are exposed to equity price risk related to the conversion options embedded in our [added: 2028 Notes,] 2026 Notes and 2024 Notes.

We issued the [added: 2028 Notes in March 2022, the] 2026 Notes in December 2019 and the 2024 Notes in March 2017 with an aggregate principal amount of [removed: $1,050] [added: $861.0 million, $1,050.0] million and [removed: $450] [added: $450.0] million, respectively.

[removed: Both the] [added: The 2028 Notes,] 2026 Notes and the 2024 Notes are carried at face value less amortized discount on the [removed: Consolidated Balance Sheet.][added: condensed consolidated balance sheet.]

The [added: 2028 Notes,] 2026 Notes and the 2024 Notes bear interest at a rate of [added: 0.50%,] 0.50% and 0.25% per year, respectively.

The [added: 2028 Notes, the] 2026 Notes [added: and the 2024 Notes] will mature on [added: June 15, 2028,] December 15, [removed: 2026,] [added: 2026 and March 15, 2024, respectively,] unless earlier repurchased by us or converted pursuant to their terms, at a conversion price of approximately [added: $131.03 per share for the 2028 Notes, approximately] $99.29 per [removed: share.][added: share for the 2026 Notes, and approximately $60.62 per share for the 2024 Notes.]

As of July [removed: 3, 2021,] [added: 2, 2022,] we had cash, cash equivalents, and short-term investments of [removed: $1,946.0] [added: $2,549.0] million.

As of July [removed: 3, 2021,] [added: 2, 2022,] the weighted-average life of our investment portfolio was approximately [removed: eight] [added: four] months.

Based on our investment portfolio balance as of July [removed: 3, 2021,] [added: 2, 2022,] a hypothetical increase or decrease in interest rates of 1% (100 basis points) would have resulted in a decrease or an increase in the fair value of our portfolio of approximately [removed: $9.6] [added: $6.3] million, and a hypothetical increase or decrease of 0.50% (50 basis points) would have resulted in a decrease or an increase in the fair value of our portfolio of approximately [removed: $4.8] [added: $3.1] million.

As of July [removed: 3, 2021,] [added: 2, 2022,] we had approximately [removed: $128.3] [added: $235.9] million of unrestricted cash (excluding cash equivalents) in operating accounts that are held with domestic and international financial institutions.

The 2024 Notes will mature on March 15, 2024, unless earlier repurchased by us or converted pursuant to their terms, at a conversion price of approximately $60.62 per share.

Since the closing price of our stock exceeded $78.80 per share for 20 of the last 30 trading days of the fourth quarter of fiscal 2021, the 2024 Notes have become convertible at the option of the holders.

If the closing price of our stock exceeds $129.08 per share for 20 of the last 30 trading days of any future quarter, our 2026 Notes would also become convertible at the option of the holders.

Lumentum Holdings Inc. (“we,” “us,” “our”, “Lumentum” or the “Company”) is an industry-leading provider of optical and photonic products defined by revenue and market share addressing a range of [removed: end market] [added: end-market] applications including Optical Communications (“OpComms”) and Commercial Lasers (“Lasers”) for manufacturing, inspection and life-science applications.

We seek to use our core optical and photonic technology, and our volume manufacturing capability, to expand into attractive emerging markets that benefit from advantages that optical or photonics-based solutions provide, including 3D sensing for consumer electronics and diode light sources for a variety of [added: automotive,] consumer and industrial applications.

For example, we sell fiber optic components that network equipment manufacturers (“NEMs”) assemble into communications networking systems, which they sell to [removed: network] [added: communication] service providers, [added: hyperscale cloud] operators [removed: or] [added: and] enterprises with their own networks.

For 3D sensing, we sell diode lasers to manufacturers of consumer electronics products for mobile, personal computing, gaming, and [added: other applications, including] to [removed: manufacturers of emerging] [added: the] automotive [removed: and industrial applications] [added: industry,] who then integrate our devices within their [removed: products.][added: products, for eventual resale to consumers and also into other industrial applications.]

Virtual meetings, video calls, and hybrid in-person and virtual environments for work and other aspects of life will continue to drive strong needs for bandwidth growth and present dynamic new [removed: technology] challenges that our technology addresses.

We have manufacturing capabilities and facilities in North America, [added: South America,] Asia-Pacific, and Europe, with employees engaged in research and development (“R&D”), administration, manufacturing, support and sales and marketing activities.

Our headquarters are located in San Jose, California, and we employed approximately [removed: 5,618] [added: 6,815] full\-time employees around the world as of July [removed: 3, 2021.][added: 2, 2022.]

In August 2015, we were spun-off from JDSU [removed: (the “Separation”)] and became an independent publicly-traded company through the distribution of our common stock by JDSU to its stockholders (the “Separation”).

Our business traces its origins to Uniphase Corporation, which was formed in [removed: 1979,] [added: 1979] and became publicly traded in 1992.

Notable amongst these acquisitions in the OpComms business were Agility Communications, Inc. in 2005 and Picolight, Inc. in [removed: 2007] [added: 2007,] which respectively brought widely tunable, long wavelength laser technology for metro and long haul networking applications and short wavelength vertical-cavity surface-emitting lasers (“VCSELs”) for enterprise, datacenter networking, and 3D sensing applications.

The fundamental laser component [removed: technologies] [added: technologies,] which we acquired through these acquisitions, form the basis of optical networks today, and we believe will continue to do so for the foreseeable future.

Both of these Lasers acquisitions brought high power pulsed solid-state laser products and technology to our business, which address the micro [removed: laser] machining [added: laser] market and expanded our addressable market.

In December 2018, we completed the acquisition of [added: Oclaro, Inc.] (“Oclaro”), a provider of optical components and modules for the long-haul, metro and data center markets.

This acquisition strengthened our product portfolio, by adding Oclaro’s indium phosphide laser and photonic integrated circuit and coherent component and module capabilities which broadened our revenue [removed: mix;] [added: mix] and positions us strongly to meet the future needs of our customers.

Our technology, which was originally developed for communications [removed: applications] [added: applications,] is also finding use in other emerging market opportunities including 3D sensing applications that employ our laser technology in mobile devices, computers, augmented and virtual reality and other consumer electronics devices.

Additionally, our products [added: have been and] are [removed: being] [added: continuing to be] designed into emerging automotive, industrial, security, safety and surveillance applications.

These risks and uncertainties may limit our visibility, and consequently, our ability to predict future revenue, profitability and general financial [removed: performance,] [added: performance] and could create quarter over quarter variability in our financial measures.

For example, the demand environment coupled with changing export regulations with China have fluctuated significantly in recent [removed: years,] [added: years] and has created volatility and uncertainty in our future demand.

[removed: The] [added: Since February 2020, the] COVID-19 pandemic has caused public health officials to recommend, and governments to enact, precautions to mitigate the spread of the virus, including travel restrictions and bans, extensive social distancing guidelines, closure or restrictions on business and quarantine or other types of “shelter-in-place” orders in many regions of the world.

The pandemic and these related responses [removed: have caused, and may] continue to cause a global slowdown of economic activity (including a decrease in demand for a broad variety of goods and services), disruptions in global supply [removed: chains] [added: chains, labor shortages,] and significant volatility and potential disruption of financial markets.

[removed: We have adopted several] [added: Some of these] measures [removed: in response to the COVID-19 outbreak including] [added: have included] complying with local, state or federal orders that require employees to work from home, instructing employees to work from home in certain jurisdictions, limiting the number of employees onsite which slowed our manufacturing operations in certain countries, [removed: enhanced] [added: enhancing] use of personal protective equipment and restricting non-critical business travel by our [removed: employees.][added: employees, enacting vaccine and testing mandates in certain jurisdictions, and implementing health and safety enhancements.]

In the geographies [added: where] we have operations, we have, in [removed: general,] [added: general and where applicable,] been deemed an essential business and been permitted to continue manufacturing and [added: conducting] new product development operations in a more limited capacity during the pandemic.

Given the continually evolving situation, [added: particularly in light of the recent Delta and Omicron variants,] it is difficult to predict the magnitude and duration of the impact of the COVID-19 pandemic to our [removed: markets] [added: markets, its effects,] or precisely when our ability to supply our products will return to full capacity.

We are continuing to actively monitor the situation and may take further actions altering our business operations that we determine are in the best interests of our employees, customers, communities, business partners, [removed: suppliers,] [added: suppliers] and stockholders, or as required by federal, state, or local authorities.

It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, [removed: employees,] [added: employees] and prospects, or on our financial results [removed: going forward.][added: for the future.]

[removed: These shortages are expected to impact our ability to generate revenue from certain products in early fiscal 2022 and, if] [added: If] our ability to procure needed semiconductor components does not improve, this will impact our ability to supply our products to our customers and may reduce our revenue and profit margin.

The impact of semiconductor component shortages may [removed: increase] [added: continue] in the near term as supplier and customer buffer inventories and safety stocks are exhausted.

We believe there are [removed: be] long-term opportunities, as the world’s experience with COVID-19 [removed: is driving] [added: could drive] an increasingly digital and virtual [removed: world] [added: world,] touching all aspects of life and [removed: work] [added: work,] that increasingly emphasizes [added: the importance of] communications systems, cloud services, augmented and virtual reality, and enhanced security.

Additionally, [removed: ever-advancing] [added: ever advancing] electronic devices are needed to consume, produce, and communicate digital and virtual content.

As such, we expect to continue to invest strongly in new products, [removed: technology,] [added: technology] and customer programs.

For the geographic identification of these assets and for further information regarding our operating segments, [added: please] refer to “Note [removed: 20.][added: 19.]

Operating Segments and Geographic [removed: Information”.][added: Information” to the consolidated financial statements.]

Our OpComms customers include [added: Accelink,] Alphabet, [added: Amazon,] Apple, Ciena, Cisco Systems [removed: (which acquired Acacia Communications on March 1, 2021, another customer of ours), Huawei Technologies] (including [removed: HiSilicon),] [added: Acacia Communications, which was acquired by Cisco), Comcast,] Infinera, [removed: Innolight, NEC,] Nokia Networks (including Alcatel-Lucent International), and ZTE.

During fiscal [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] net revenue generated from a single customer which represented 10% or more of our total net revenue of the applicable fiscal year is summarized in the table below:

| | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | June [removed: 29, 2019] [added: 27, 2020] | | |

| Apple | | | [removed: 30.2] [added: 28.7] | | % | | | | [removed: 26.0] [added: 30.2] | | % | | | | [removed: 21.0] [added: 26.0] | | % |

| Huawei | | | [removed: 10.8] [added: *] | | [removed: %] | | | | [removed: 13.2] [added: 10.8] | | % | | | | [removed: 15.2] [added: 13.2] | | % |

| Ciena | | | [removed: 10.1] [added: 12.6] | | % | | | | [removed: *] [added: 10.1] | | [added: %] | | | | [removed: 13.7] [added: *] | | [removed: %] |

Demand in the Telecom market is driven by new [added: and existing] bandwidth-intensive applications that can result in sudden and severe changes in demand almost anywhere on the network.

[removed: Products] must provide higher levels of functionality and performance in compact designs that must also meet requirements for quality, reliability, and cost.

On August 3, 2022, we completed our merger (“the Merger”) with NeoPhotonics Corporation (“NeoPhotonics”), which we expect to expand our opportunities in the market for optical components used in cloud and telecom network infrastructure.

Internet, cloud, mobile, and broadband access network capacity requirements continue to grow at an unrelenting pace driven by the digital transformation of work and life, high-bandwidth video, gaming, and other applications.

After the Merger, Lumentum has a broader portfolio of next generation products and technologies positioned to address the market opportunity created by this strong growth in network capacity requirements, including NeoPhotonics ultra-pure light tunable lasers and photonics technologies for speed over distance applications.

On August 15, 2022, we completed a transaction to acquire a business that develops and markets products for use in telecommunications and datacenter infrastructure, including Digital Signal Processors (DSP’s), ASICs and optical transceivers.

This acquisition will enable us to expand our business in our OpComms segment.

The ultimate extent to which COVID-19 will impact our business depends on future developments, which are highly uncertain and very difficult to predict, including the effectiveness and utilization of vaccines for COVID-19 and its variants, the severity of COVID-19 and its variants, and the effectiveness of the actions to contain or limit their spread.

From the start of the COVID-19 pandemic, we proactively implemented preventative measures and protocols, which we continuously assess and update for changes in conditions and emerging trends.

These measures are intended to safeguard our team members, contractors, suppliers, customers, distributors, and communities, and to ensure business continuity.

Currently, our major production facilities in Europe, Asia, and the United States remain open.

At most of our locations, we have transitioned from business continuity plans to return-to-office plans while continuing to maintain high standards of employee safety and sanitization protocols.

However, the pandemic continues to affect our suppliers and manufacturers who are experiencing component materials and labor shortages.

For more information on risks associated with the COVID-19 outbreak and regulatory actions, please refer to the section titled “Risk Factors” in Item 1A of Part I of this report.

*Supply Chain Constraints*

Our business and our customers’ businesses have been negatively impacted by worldwide logistics and supply chain issues, including constraints on available cargo capabilities and limited availability of once broadly available supplies of both raw materials and finished components.

These shortages have impacted our ability to meet demand and generate revenue from certain products in fiscal 2022 and, they continue to impact our ability to meet demand today.

Due to the global supply chain constraint, we have had to incur incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.

These costs have increased our inventory balances as of July 2, 2022 and may decrease our gross margin in the near term.

We expect component supply to be a challenge at least into the second half of fiscal 2023.

For more information on risks associated with supply chain constraints, please refer to the section titled “Risk Factors” in Item 1A of Part I of this report.

Products

We are a leading supplier of the critical laser

Some of these competitors are also our customers.

Mergers and Acquisitions

*NeoPhotonics*

On November 4, 2021, we announced a merger agreement with NeoPhotonics.

On August 3, 2022, we completed the merger with NeoPhotonics, pursuant to which Lumentum acquired all of the outstanding shares of NeoPhotonics stock.

The addition of NeoPhotonics expands Lumentum’s opportunity in some of the fastest growing markets for optical components used in cloud and telecom network infrastructure.

We expect the integrated company to be better positioned to serve the needs of a global customer base who is increasingly utilizing photonics to accelerate the shift to digital and virtual approaches to work and life, the proliferation of IoT, 5G, and next-generation mobile networks, and the transition to advanced cloud computing

architectures.

Business Combination” to the consolidated financial statements.

*Other Acquisition*

On August 15, 2022, we completed a transaction to acquire a business that develops and markets products for use in telecommunications and datacenter infrastructure, including Digital Signal Processor (DSP’s), ASICs and optical transceivers.

This acquisition will help us to expand our business in our OpComms segment.

Please refer to “Note 21.

Subsequent Events” to the consolidated financial statements.

In fiscal 2022, we retained the same manufacturing footprint as we had in 2021, with the focus on Business Continuity Planning (BCP) for our own manufacturing facilities and contract manufacturing sites to ensure we have alternate sources and flexibility for some of our higher demand products.

In addition, we purchased land and buildings in Thailand and Slovenia with a fair value of $15.1 million in order to expand our manufacturing capacity.

Balance Sheet Details” to the consolidated financial statements.

Products that are shipped through VMI are not included our reported backlog amounts above.

As of July 2, 2022, we employed approximately 6,815 full-time employees, including approximately 5,169 employees in manufacturing, 897 employees in R&D and 749 employees in SG&A.

Oclaro’s products provide differentiated solutions for optical networks and high-speed interconnects driving the next wave of streaming video, cloud computing, application virtualization and other bandwidth-intensive and high-speed applications.

We cannot predict when or to what extent these uncertainties will be resolved.

Our revenues, profitability and general financial performance may also be affected by: (i) pricing pressures, particularly within our OpComms markets, due to, among other things, a highly concentrated customer base, increasing competition, particularly from Asia-Pacific-based competitors, and a general commoditization trend for certain products; (ii) high product mix variability which affects revenue and gross margin; (iii) fluctuations in customer buying patterns, which cause volatility in demand, revenue and profitability; (iv) the current trend of communication industry consolidation and vertical integration, which is expected to continue, that directly affects our customer base and adds additional risk and uncertainty to our financial and business projections; (v) China’s on-going transition to a more localized supply chain; and (vi) ongoing risks related to the economic impact of the COVID-19 pandemic, including component shortages that may impact our ability to supply products.

We are actively monitoring the evolving impact of the pandemic.

The extent to which our operations will continue to be impacted by the outbreak will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and additional variants, the speed, efficacy, and acceptance of vaccine distributions, variant strains of the virus, actions by government authorities and private businesses to contain the severity of the outbreak and emerging variants in various geographies and the speed and trajectory of any recovery from the impact of the pandemic, among other things.

*Termination of Coherent Merger Agreement*

On January 18, 2021, Lumentum and Coherent, Inc. (“Coherent”) entered into a merger agreement (the “merger agreement”), under which Lumentum would acquire all outstanding shares of Coherent common stock.

As of the date of the merger agreement, the total transaction consideration was approximately $5.7 billion.

In March 2021, Coherent terminated the merger agreement and paid Lumentum a termination fee of $217.6 million in accordance with the merger agreement.

This gain was offset by $10.1 million of acquisition related expenses and the net amount is presented as “merger termination fee and related costs, net” in our Consolidated Statement of Operations for the year ended July 3, 2021.

Following the acquisition of Oclaro, during our fiscal 2019, we made several strategic changes to our OpComms business to better position it for growth and profitability.

These changes included attaining acquisition cost synergies related to redundant capabilities and divestiture of Telecom lithium niobate modulators and Datacom transceiver modules because of their muted growth and profitability trends.

These changes were substantially completed in fiscal 2020.

Our strategy of focusing on the development and sale of Datacom chips has enabled us to participate in the growth of the Datacom and 5G wireless markets.

As these trends continue, we

Acquisitions

On December 10, 2018, we completed our merger with Oclaro, a provider of optical components and modules for the long-haul, metro and data center markets.

This acquisition strengthened our product portfolio, including gaining Oclaro’s indium phosphide laser and photonic integrated circuit and coherent component and module capabilities; broadens our revenue mix; and positions us strongly to meet the future needs of our customers.

Business Combinations” for further discussion of the merger.

In fiscal 2021, development and manufacturing were discontinued in our San Jose, California manufacturing locations.

While we expect strong growth in Datacom volumes in the future, the market at the transceiver level is gross margin challenged due to extreme competition.

In our fiscal fourth quarter of 2019, we moved into our Slovenia factory, which is now fully operational.

from the location of their end customers.

As such, we regularly evaluate developments in legal matters that could affect the amount of the previously accrued liability and record adjustments as appropriate.

Please refer to “Note 18.

Commitments and Contingencies” to the consolidated financial statements.

*Merger Litigation*

In connection with our acquisition of Oclaro, seven lawsuits were filed by purported stockholders of Oclaro challenging the proposed merger (the “Merger”).

Two of the seven suits were putative class actions filed against Oclaro, its directors, Lumentum, Prota Merger Sub, Inc. and Prota Merger, LLC: Nicholas Neinast v.

Oclaro, Inc., et al., No. 3:18-cv-03112-VC, in the United States District Court for the Northern District of California (filed May 24, 2018) (the “Neinast Lawsuit”); and Adam Franchi v.

Oclaro, Inc., et al., No. 1:18-cv-00817-GMS, in the United States District Court for the District of Delaware (filed June 9, 2018) (the “Franchi Lawsuit”).

Both the Neinstat Lawsuit and the Franchi Lawsuit were voluntarily dismissed with prejudice.

The other five suits, styled as Gerald F.

Wordehoff v.

Oclaro, Inc., et al., No. 5:18-cv-03148-NC (the “Wordehoff Lawsuit”), Walter Ryan v.

Oclaro, Inc., et al., No. 3:18-cv-03174-VC (the “Ryan Lawsuit”), Jayme Walker v.

Oclaro, Inc., et al., No. 5:18-cv-03203-EJD (the “Walker Lawsuit”), Kevin Garcia v.

Oclaro, Inc., et al., No. 5:18-cv-03262-VKD (the “Garcia Lawsuit”), and SaiSravan B.

Karri v.

Oclaro, Inc., et al., No. 3:18-cv-03435-JD (the “Karri Lawsuit” and, together with the other six lawsuits, the “Lawsuits”), were filed in the United States District Court for the Northern District of California on May 25, 2018, May 29, 2018, May 30, 2018, May 31, 2018, and June 9, 2018, respectively.

These five Lawsuits named Oclaro and its directors as defendants only and did not name Lumentum.

The Wordehoff, Ryan, Walker, and Garcia Lawsuits have been voluntarily dismissed, and the Wordehoff, Ryan, and Walker dismissals were with prejudice.

The Karri Lawsuit has not yet been dismissed.

The Ryan Lawsuit was, and the Karri Lawsuit is, a putative class action.

The Lawsuits generally alleged, among other things, that Oclaro and its directors violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder by disseminating an incomplete and misleading Form S-4, including proxy statement/prospectus.

The Lawsuits further alleged that Oclaro’s directors violated Section 20(a) of the Exchange Act by failing to exercise proper control over the person(s) who violated Section 14(a) of the Exchange Act.

The remaining Lawsuit (the Karri Lawsuit) currently purports to seek, among other things, damages to be awarded to the plaintiff and any class, if a class is certified, and litigation costs, including attorneys’ fees.

A lead plaintiff and counsel has been selected, and an amended complaint was filed on April 15, 2019, which also names Lumentum as a defendant.

A motion to dismiss the amended complaint was granted in part and denied in part by the court on October 8, 2020.

On December 1, 2020, defendants answered the amended complaint.

On December 23, 2020, defendants filed a motion for leave to file a motion for reconsideration of the Court’s October 8 order on the motion to dismiss, which was denied on January 29, 2021.

The Karri Lawsuit remains pending with the parties currently in discovery.

Defendants intend to defend the Karri Lawsuit vigorously.

For the fiscal year ended July [removed: 3, 2021][added: 2, 2022]

As of [removed: December 26, 2020,] [added: January 1, 2022,] the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $5,246] [added: $4,648] million based on the closing sales price of the registrant’s common stock as reported on the NASDAQ Stock Market on December [removed: 24, 2020] [added: 31, 2021] of [removed: $98.30] [added: $105.77] per share.

As of August [removed: 23, 2021,] [added: 17, 2022,] the Registrant had [removed: 72.7] [added: 68.1] million shares of common stock outstanding.

Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement for the Registrant’s annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended July [removed: 3, 2021.][added: 2, 2022.]

| | | | [ITEM [removed: 1.](#i7d608ae81db74f1a978cd0b52288213c_16)] [added: 1.](#iea3219ff6aac4df3add24b5ea3f3a178_16)] | | | [removed: [BUSINESS](#i7d608ae81db74f1a978cd0b52288213c_16)] [added: [BUSINESS](#iea3219ff6aac4df3add24b5ea3f3a178_16)] | | | [removed: [2](#i7d608ae81db74f1a978cd0b52288213c_16)] [added: [2](#iea3219ff6aac4df3add24b5ea3f3a178_16)] | | |

| | | | [ITEM [removed: 1A.](#i7d608ae81db74f1a978cd0b52288213c_52)] [added: 1A.](#iea3219ff6aac4df3add24b5ea3f3a178_2447)] | | | [RISK [removed: FACTORS](#i7d608ae81db74f1a978cd0b52288213c_52)] [added: FACTORS](#iea3219ff6aac4df3add24b5ea3f3a178_2447)] | | | [removed: [13](#i7d608ae81db74f1a978cd0b52288213c_52)] [added: [14](#iea3219ff6aac4df3add24b5ea3f3a178_2447)] | | |

| | | | [ITEM [removed: 1B.](#i7d608ae81db74f1a978cd0b52288213c_55)] [added: 1B.](#iea3219ff6aac4df3add24b5ea3f3a178_55)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#i7d608ae81db74f1a978cd0b52288213c_55)] [added: COMMENTS](#iea3219ff6aac4df3add24b5ea3f3a178_55)] | | | [removed: [32](#i7d608ae81db74f1a978cd0b52288213c_55)] [added: [40](#iea3219ff6aac4df3add24b5ea3f3a178_55)] | | |

| | | | [ITEM [removed: 2.](#i7d608ae81db74f1a978cd0b52288213c_58)] [added: 2.](#iea3219ff6aac4df3add24b5ea3f3a178_58)] | | | [removed: [PROPERTIES](#i7d608ae81db74f1a978cd0b52288213c_58)] [added: [PROPERTIES](#iea3219ff6aac4df3add24b5ea3f3a178_58)] | | | [removed: [33](#i7d608ae81db74f1a978cd0b52288213c_58)] [added: [41](#iea3219ff6aac4df3add24b5ea3f3a178_58)] | | |

| | | | [ITEM [removed: 3.](#i7d608ae81db74f1a978cd0b52288213c_61)] [added: 3.](#iea3219ff6aac4df3add24b5ea3f3a178_61)] | | | [LEGAL [removed: PROCEEDINGS](#i7d608ae81db74f1a978cd0b52288213c_61)] [added: PROCEEDINGS](#iea3219ff6aac4df3add24b5ea3f3a178_61)] | | | [removed: [34](#i7d608ae81db74f1a978cd0b52288213c_61)] [added: [41](#iea3219ff6aac4df3add24b5ea3f3a178_61)] | | |

| | | | [ITEM [removed: 4.](#i7d608ae81db74f1a978cd0b52288213c_64)] [added: 4.](#iea3219ff6aac4df3add24b5ea3f3a178_64)] | | | [MINE SAFETY [removed: DISCLOSURES](#i7d608ae81db74f1a978cd0b52288213c_64)] [added: DISCLOSURES](#iea3219ff6aac4df3add24b5ea3f3a178_64)] | | | [removed: [34](#i7d608ae81db74f1a978cd0b52288213c_64)] [added: [41](#iea3219ff6aac4df3add24b5ea3f3a178_64)] | | |

| | | | [ITEM [removed: 5.](#i7d608ae81db74f1a978cd0b52288213c_70)] [added: 5.](#iea3219ff6aac4df3add24b5ea3f3a178_70)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i7d608ae81db74f1a978cd0b52288213c_70)] [added: SECURITIES](#iea3219ff6aac4df3add24b5ea3f3a178_70)] | | | [removed: [35](#i7d608ae81db74f1a978cd0b52288213c_70)] [added: [42](#iea3219ff6aac4df3add24b5ea3f3a178_70)] | | |

| | | | [removed: [ITEM 7.](#i7d608ae81db74f1a978cd0b52288213c_76)] [added: [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_76) [7](#iea3219ff6aac4df3add24b5ea3f3a178_76)[.](#iea3219ff6aac4df3add24b5ea3f3a178_76)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i7d608ae81db74f1a978cd0b52288213c_76)] [added: OPERATIONS](#iea3219ff6aac4df3add24b5ea3f3a178_76)] | | | [removed: [39](#i7d608ae81db74f1a978cd0b52288213c_76)] [added: [44](#iea3219ff6aac4df3add24b5ea3f3a178_76)] | | |

| | | | [removed: [ITEM 7A.](#i7d608ae81db74f1a978cd0b52288213c_145)] [added: [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_145) [7](#iea3219ff6aac4df3add24b5ea3f3a178_145)[A.](#iea3219ff6aac4df3add24b5ea3f3a178_145)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i7d608ae81db74f1a978cd0b52288213c_145)] [added: RISK](#iea3219ff6aac4df3add24b5ea3f3a178_145)] | | | [removed: [56](#i7d608ae81db74f1a978cd0b52288213c_145)] [added: [64](#iea3219ff6aac4df3add24b5ea3f3a178_145)] | | |

| | | | [removed: [ITEM 8.](#i7d608ae81db74f1a978cd0b52288213c_148)] [added: [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_148) [8](#iea3219ff6aac4df3add24b5ea3f3a178_148)[.](#iea3219ff6aac4df3add24b5ea3f3a178_148)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i7d608ae81db74f1a978cd0b52288213c_148)] [added: DATA](#iea3219ff6aac4df3add24b5ea3f3a178_148)] | | | [removed: [58](#i7d608ae81db74f1a978cd0b52288213c_148)] [added: [66](#iea3219ff6aac4df3add24b5ea3f3a178_148)] | | |

| | | | [removed: [ITEM 9.](#i7d608ae81db74f1a978cd0b52288213c_280)] [added: [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_253) [9](#iea3219ff6aac4df3add24b5ea3f3a178_253)[.](#iea3219ff6aac4df3add24b5ea3f3a178_253)] | | | [CHANGES IN AND DISAGREEMENTS WITH [removed: A](#i7d608ae81db74f1a978cd0b52288213c_280)[C](#i7d608ae81db74f1a978cd0b52288213c_280)[COUNTANTS] [added: ACCOUNTANTS] ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i7d608ae81db74f1a978cd0b52288213c_280)] [added: DISCLOSURE](#iea3219ff6aac4df3add24b5ea3f3a178_253)] | | | [removed: [113](#i7d608ae81db74f1a978cd0b52288213c_280)] [added: [122](#iea3219ff6aac4df3add24b5ea3f3a178_253)] | | |

| | | | [removed: [ITEM 9](#i7d608ae81db74f1a978cd0b52288213c_2688)[C](#i7d608ae81db74f1a978cd0b52288213c_2688)[.](#i7d608ae81db74f1a978cd0b52288213c_2688)] [added: [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_262) [9](#iea3219ff6aac4df3add24b5ea3f3a178_262)[C.](#iea3219ff6aac4df3add24b5ea3f3a178_262)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i7d608ae81db74f1a978cd0b52288213c_2688)] [added: INSPECTIONS](#iea3219ff6aac4df3add24b5ea3f3a178_262)] | | | [removed: [115](#i7d608ae81db74f1a978cd0b52288213c_2688)] [added: [124](#iea3219ff6aac4df3add24b5ea3f3a178_262)] | | |

| | | | [removed: [ITEM 10.](#i7d608ae81db74f1a978cd0b52288213c_292)] [added: [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_268) [10](#iea3219ff6aac4df3add24b5ea3f3a178_268)[.](#iea3219ff6aac4df3add24b5ea3f3a178_268)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i7d608ae81db74f1a978cd0b52288213c_292)] [added: GOVERNANCE](#iea3219ff6aac4df3add24b5ea3f3a178_268)] | | | [removed: [116](#i7d608ae81db74f1a978cd0b52288213c_292)] [added: [125](#iea3219ff6aac4df3add24b5ea3f3a178_268)] | | |

| | | | [ITEM [removed: 12.](#i7d608ae81db74f1a978cd0b52288213c_298)] [added: 1](#iea3219ff6aac4df3add24b5ea3f3a178_274)[2](#iea3219ff6aac4df3add24b5ea3f3a178_274)[.](#iea3219ff6aac4df3add24b5ea3f3a178_274)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i7d608ae81db74f1a978cd0b52288213c_298)] [added: MATTERS](#iea3219ff6aac4df3add24b5ea3f3a178_274)] | | | [removed: [116](#i7d608ae81db74f1a978cd0b52288213c_298)] [added: [125](#iea3219ff6aac4df3add24b5ea3f3a178_274)] | | |

| | | | [ITEM [removed: 13.](#i7d608ae81db74f1a978cd0b52288213c_301)] [added: 1](#iea3219ff6aac4df3add24b5ea3f3a178_277)[3](#iea3219ff6aac4df3add24b5ea3f3a178_277)[.](#iea3219ff6aac4df3add24b5ea3f3a178_277)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR [removed: INDEPENDENCE](#i7d608ae81db74f1a978cd0b52288213c_301)] [added: INDEPENDENCE](#iea3219ff6aac4df3add24b5ea3f3a178_277)] | | | [removed: [116](#i7d608ae81db74f1a978cd0b52288213c_301)] [added: [125](#iea3219ff6aac4df3add24b5ea3f3a178_277)] | | |

| | | | [ITEM [removed: 14.](#i7d608ae81db74f1a978cd0b52288213c_304)] [added: 1](#iea3219ff6aac4df3add24b5ea3f3a178_280)[4](#iea3219ff6aac4df3add24b5ea3f3a178_280)[.](#iea3219ff6aac4df3add24b5ea3f3a178_280)] | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i7d608ae81db74f1a978cd0b52288213c_304)] [added: SERVICES](#iea3219ff6aac4df3add24b5ea3f3a178_280)] | | | [removed: [116](#i7d608ae81db74f1a978cd0b52288213c_304)] [added: [125](#iea3219ff6aac4df3add24b5ea3f3a178_280)] | | |

| | | | [ITEM [removed: 15.](#i7d608ae81db74f1a978cd0b52288213c_310)] [added: 1](#iea3219ff6aac4df3add24b5ea3f3a178_286)[5](#iea3219ff6aac4df3add24b5ea3f3a178_286)[.](#iea3219ff6aac4df3add24b5ea3f3a178_286)] | | | [EXHIBITS, FINANCIAL STATEMENTS [removed: SCHEDULES](#i7d608ae81db74f1a978cd0b52288213c_310)] [added: SCHEDULES](#iea3219ff6aac4df3add24b5ea3f3a178_286)] | | | [removed: [117](#i7d608ae81db74f1a978cd0b52288213c_310)] [added: [126](#iea3219ff6aac4df3add24b5ea3f3a178_286)] | | |

These statements relate to, among other things, our markets and industry, products and strategy, the impact of export regulation changes, the impact of the COVID-19 pandemic and related responses of business and governments to the pandemic on our business and results of operations, sales, gross margins, operating expenses, capital expenditures and requirements, liquidity, product development and R&D efforts, manufacturing plans, litigation, effective tax rates and tax reserves, our corporate and financial reporting structure, our plans for growth and innovation, [removed: ,] our expectations regarding [removed: US-China] [added: U.S.-China] relations, market and regulatory conditions, [removed: and] trends and uncertainties in our business and financial results, [removed: markets] and [removed: industry] [added: our merger with NeoPhotonics and the successful integration of NeoPhotonics’s business (including personnel), and] are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” “contemplate,” “believe,” “predict,” “potential” and similar expressions or variations intended to identify forward-looking statements.

| [PART I](#iea3219ff6aac4df3add24b5ea3f3a178_13) | | | | | | | | | | | |

| [PART II](#iea3219ff6aac4df3add24b5ea3f3a178_67) | | | | | | | | | | | |

| | | | [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_2608) [6](#iea3219ff6aac4df3add24b5ea3f3a178_2608)[.](#iea3219ff6aac4df3add24b5ea3f3a178_2608) | | | [RESERVED](#iea3219ff6aac4df3add24b5ea3f3a178_2608) | | | [43](#iea3219ff6aac4df3add24b5ea3f3a178_2608) | | |

| | | | [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_256) [9](#iea3219ff6aac4df3add24b5ea3f3a178_256)[A.](#iea3219ff6aac4df3add24b5ea3f3a178_256) | | | [CONTROLS AND PROCEDURES](#iea3219ff6aac4df3add24b5ea3f3a178_256) | | | [122](#iea3219ff6aac4df3add24b5ea3f3a178_256) | | |

| | | | [ITEM](#iea3219ff6aac4df3add24b5ea3f3a178_259) [9](#iea3219ff6aac4df3add24b5ea3f3a178_259)[B.](#iea3219ff6aac4df3add24b5ea3f3a178_259) | | | [OTHER INFORMATION](#iea3219ff6aac4df3add24b5ea3f3a178_259) | | | [124](#iea3219ff6aac4df3add24b5ea3f3a178_259) | | |

| [PART III](#iea3219ff6aac4df3add24b5ea3f3a178_265) | | | | | | | | | | | |

| | | | [ITEM 1](#iea3219ff6aac4df3add24b5ea3f3a178_271)[1](#iea3219ff6aac4df3add24b5ea3f3a178_271)[.](#iea3219ff6aac4df3add24b5ea3f3a178_271) | | | [EXECUTIVE COMPENSATION](#iea3219ff6aac4df3add24b5ea3f3a178_271) | | | [125](#iea3219ff6aac4df3add24b5ea3f3a178_271) | | |

| [PART IV](#iea3219ff6aac4df3add24b5ea3f3a178_283) | | | | | | | | | | | |

| | | | [ITEM 1](#iea3219ff6aac4df3add24b5ea3f3a178_289)[6](#iea3219ff6aac4df3add24b5ea3f3a178_289)[.](#iea3219ff6aac4df3add24b5ea3f3a178_289) | | | [FORM 10-K SUMMARY](#iea3219ff6aac4df3add24b5ea3f3a178_289) | | | [130](#iea3219ff6aac4df3add24b5ea3f3a178_289) | | |

| | | | | | | | | | | | |

| [SIGNATURES](#iea3219ff6aac4df3add24b5ea3f3a178_292) | | | | | | | | | [131](#iea3219ff6aac4df3add24b5ea3f3a178_292) | | |

| [PART I](#i7d608ae81db74f1a978cd0b52288213c_13) | | | | | | | | | | | |

| [PART II](#i7d608ae81db74f1a978cd0b52288213c_67) | | | | | | | | | | | |

| | | | [ITEM 6.](#i7d608ae81db74f1a978cd0b52288213c_73) | | | [SELECTED FINANCIAL DATA](#i7d608ae81db74f1a978cd0b52288213c_73) | | | [37](#i7d608ae81db74f1a978cd0b52288213c_73) | | |

| | | | [ITEM 9A.](#i7d608ae81db74f1a978cd0b52288213c_283) | | | [CONTROLS AND PROCEDURES](#i7d608ae81db74f1a978cd0b52288213c_283) | | | [113](#i7d608ae81db74f1a978cd0b52288213c_283) | | |

| | | | [ITEM 9B.](#i7d608ae81db74f1a978cd0b52288213c_286) | | | [OTHER INFORMATION](#i7d608ae81db74f1a978cd0b52288213c_286) | | | [115](#i7d608ae81db74f1a978cd0b52288213c_286) | | |

| [PART III](#i7d608ae81db74f1a978cd0b52288213c_289) | | | | | | | | | | | |

| | | | [ITEM 11.](#i7d608ae81db74f1a978cd0b52288213c_295) | | | [EXECUTIVE COMPENSATION](#i7d608ae81db74f1a978cd0b52288213c_295) | | | [116](#i7d608ae81db74f1a978cd0b52288213c_295) | | |

| [PART IV](#i7d608ae81db74f1a978cd0b52288213c_307) | | | | | | | | | | | |

| | | | [ITEM 16.](#i7d608ae81db74f1a978cd0b52288213c_313) | | | [FORM 10-K SUMMARY](#i7d608ae81db74f1a978cd0b52288213c_313) | | | [121](#i7d608ae81db74f1a978cd0b52288213c_313) | | |

| [SIGNATURES](#i7d608ae81db74f1a978cd0b52288213c_316) | | | | | | | | | [122](#i7d608ae81db74f1a978cd0b52288213c_316) | | |

As of July [removed: 3, 2021,] [added: 2, 2022,] our leased and owned properties in total are approximately [removed: 1,800,000] [added: 2.5 million] square feet, of which we own approximately [removed: 825,000] [added: 1,447,000] square feet, including the [removed: 560,000] [added: 1,173,000] square feet manufacturing site in Thailand, the 238,000 square feet on the San Jose campus, and the [removed: 25,000] [added: 36,000] square feet manufacturing in Slovenia.

Larger leased sites include properties located in Canada, China, [removed: Japan,] Italy, [added: Japan, Switzerland, Taiwan,] the United Kingdom and the United States.

According to records of our transfer agent, we had [removed: 2,519] [added: 2,389] stockholders of record as of August [removed: 23, 2021] [added: 17, 2022] and we believe there is a substantially greater number of beneficial holders.

The following graph compares the cumulative total return of our common stock with the total return for the NASDAQ Composite Index (the “IXIC”) and the NASDAQ 100 Technology Sector Index (the “NDXT”) from [removed: August 4, 2015 through] July 3, [removed: 2021.][added: 2016 through July 2, 2022.]

[removed: ][added: ]

[added: (1)] On May 7, 2021, our board of directors approved the 2021 share buyback program, which authorizes us to use up to $700.0 million to purchase our own shares of common [removed: stock in open market or in privately negotiated transactions.][added: stock.]

The [added: share] buyback program [removed: is authorized for 2 years but] may be suspended or terminated by the board of directors at any time.

The following table sets forth [removed: the repurchase activity] [added: issuer purchases of equity securities] for the [removed: 2021 share buyback program] [added: fourth quarter of fiscal 2022] (*in millions, except share and per share amounts*):

| Period | | | [added: | | |] Total number of shares purchased [added: (1)] | | | [added: | | |] Average price paid per share [added: (2)] | | | [added: | | |] Total number of shares purchased as part of publicly announced plans or programs | | | [added: | | |] Maximum number (or [removed: approximate] [added: approximation] dollar value) of shares that may yet be purchased under the plans or programs | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| April 3, 2022 to April 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 513.5 | |

| May 1, 2022 to May 28, 2022 | | | | | | 304,000 | | | | | | $ | 86.34 | | | | | 304,000 | | | | | | $ | 487.2 | |

| May 29, 2022 to July 2, 2022 | | | | | | 961,200 | | | | | | $ | 80.13 | | | | | 961,200 | | | | | | $ | 410.2 | |

| Total | | | | | | 1,265,200 | | | | | | $ | 81.62 | | | | | 1,265,200 | | | | | | $ | 410.2 | |

The buyback program was authorized for 2 years.

On March 3, 2022, our board of directors approved an increase in our share buyback program, which authorizes us to use up to an aggregate amount of $1.0 billion (an increase from $700.0 million) to purchase our own shares of common stock through May 2024.

(2) Average price paid per share includes costs associated with the repurchases.

Separate from the 2021 share buyback program and concurrent with the issuance of the 2028 Notes, we repurchased 2.0 million shares of our common stock in privately negotiated transactions in the third quarter of fiscal 2022.

The average price paid was $99.00 per share for an aggregate purchase price of $200.0 million.

These shares were retired immediately.

In December 2019, we purchased approximately $200.0 million or 2.9 million shares of our common stock concurrently with the pricing of the 2026 Notes in privately negotiated transactions effected through the initial purchaser of the 2026 Notes or its affiliates as its agent.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| May 7, 2021 to May 29, 2021 | | | 2,104,427 | | | $76.01 | | | 2,104,427 | | | $540.0 | | |

| May 30, 2021 to July 3, 2021 | | | 992,000 | | | $81.72 | | | 992,000 | | | $459.0 | | |

This table sets forth selected financial data of Lumentum (*in millions*, except share and per share amounts) for the periods indicated.

This data should be read in conjunction with the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this Annual Report and our audited consolidated financial statements included in Item 8 of this Annual Report.

The selected data in this section are not intended to replace the Consolidated Financial Statements included in this Annual Report.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Years Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | July 3, 2021 (1) | | | | | | June 27, 2020 (2) | | | | | | June 29, 2019 (3) | | | | | | June 30, 2018 (4) | | | | | | July 1, 2017 (5) | | | | | |

| Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenue | | | $ | 1,742.8 | | | | | $ | 1,678.6 | | | | | $ | 1,565.3 | | | | | $ | 1,247.7 | | | | | $ | 1,001.6 | | | | |

| Gross profit | | | 783.1 | | | | | | 650.2 | | | | | | 425.9 | | | | | | 432.1 | | | | | | 318.1 | | | | | |

| Income (loss) from operations | | | 527.0 | | | | | | 204.1 | | | | | | (21.6) | | | | | | 139.9 | | | | | | 47.6 | | | | | |

| Net income (loss) | | | 397.3 | | | | | | 135.5 | | | | | | (36.4) | | | | | | 248.1 | | | | | | (102.5) | | | | | |

| Cumulative dividends on Series A Preferred Stock | | | — | | | | | | — | | | | | | (0.3) | | | | | | (0.9) | | | | | | (0.9) | | | | | |

| Earnings allocated to Series A Preferred Stock | | | — | | | | | | — | | | | | | (1.2) | | | | | | (5.7) | | | | | | — | | | | | |

| Net income (loss) attributable to common stockholders | | | $ | 397.3 | | | | | $ | 135.5 | | | | | $ | (37.9) | | | | | $ | 241.5 | | | | | $ | (103.4) | | | | |

| Net income (loss) per share attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 5.27 | | | | | $ | 1.79 | | | | | $ | (0.54) | | | | | $ | 3.88 | | | | | $ | (1.71) | | | | |

| Diluted | | | $ | 5.07 | | | | | $ | 1.75 | | | | | $ | (0.54) | | | | | $ | 3.82 | | | | | $ | (1.71) | | | | |

| Shares used to compute net income (loss) per share attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 75.4 | | | | | | 75.9 | | | | | | 70.7 | | | | | | 62.3 | | | | | | 60.6 | | | | | |

| Diluted | | | 78.4 | | | | | | 77.6 | | | | | | 70.7 | | | | | | 63.3 | | | | | | 60.6 | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Balance as of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | July 3, 2021 (1) | | | | | | June 27, 2020 (2) | | | | | | June 29, 2019 (3) | | | | | | June 30, 2018 (4) | | | | | | July 1, 2017 (5) | | | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 774.3 | | | | | $ | 298.0 | | | | | $ | 432.6 | | | | | $ | 397.3 | | | | | $ | 272.9 | | | | | | | | | | | | | | | | | | | |

| Short-term investments | | | 1,171.7 | | | | | | 1,255.8 | | | | | | 335.9 | | | | | | 314.2 | | | | | | 282.4 | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 3,551.6 | | | | | | 3,292.6 | | | | | | 2,716.6 | | | | | | 1,581.5 | | | | | | 1,232.9 | | | | | | | | | | | | | | | | | | | | |

| Convertible notes | | | 1,180.5 | | | | | | 1,120.3 | | | | | | 351.9 | | | | | | 334.2 | | | | | | 317.5 | | | | | | | | | | | | | | | | | | | | |

| Term loan, non-current | | | — | | | | | | — | | | | | | 484.0 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |

| Derivative liability | | | — | | | | | | — | | | | | | — | | | | | | 52.4 | | | | | | 51.6 | | | | | | | | | | | | | | | | | | | | |

| Other non-current liabilities | | | 40.9 | | | | | | 36.0 | | | | | | 33.7 | | | | | | 19.0 | | | | | | 25.0 | | | | | | | | | | | | | | | | | | | | |

| Total redeemable convertible preferred stock | | | — | | | | | | — | | | | | | — | | | | | | 35.8 | | | | | | 35.8 | | | | | | | | | | | | | | | | | | | | |

| Total stockholders’ equity | | | 1,972.8 | | | | | | 1,749.2 | | | | | | 1,497.1 | | | | | | 926.1 | | | | | | 618.8 | | | | | | | | | | | | | | | | | | | | |

(1)On January 18, 2021, we entered into a merger agreement with Coherent, under which we would acquire all outstanding shares of Coherent common stock.

In March 2021, Coherent terminated the merger agreement and paid us a termination fee of $217.6 million in accordance with the merger agreement.

This gain was offset by $10.1 million of acquisition related expenses and the net amount is presented as “Merger termination fee and related costs, net” in our Consolidated Statement of Operations for the year ended July 3, 2021.

On May 7, 2021, our board of directors approved the 2021 share buyback program, which authorizes us to use up to $700.0 million to purchase our own shares of common stock.

The buyback program is authorized for 2 years but may be suspended or terminated by the board of directors at any time.

We have audited the accompanying consolidated balance sheets of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of July [removed: 3, 2021] [added: 2, 2022] and [removed: June 27, 2020,] [added: July 3, 2021,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] cash flows, and [removed: redeemable convertible preferred stock and] stockholders’ equity for each of the three years in the period ended July [removed: 3, 2021,] [added: 2, 2022,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July [removed: 3, 2021] [added: 2, 2022] and [removed: June 27, 2020,] [added: July 3, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended July [removed: 3, 2021,] [added: 2, 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of July [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 30, 2021,] [added: 24, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of [added: inputs used in] management’s [added: valuation of inventory excess and obsolete write downs including] estimates of [removed: forecasted demand.][added: expected product lifecycles, product development plans and historical usage by product.]

- We tested the effectiveness of controls over the review and approval of the valuation of inventory for excess and obsolete write downs, including controls designed to review [removed: and approve forecasted demand and] the [removed: underlying] assumptions regarding expected product lifecycles, product development plans and historical usage by product.

- [removed: To understand the assumptions behind the] [added: We selected a sample of] inventory [removed: excess] [added: products] and [removed: obsolete write downs, including] [added: tested] the [removed: related] forecasted [removed: demand, we made] [added: demand by comparing internal and external information (e.g. historical usage, contracts, communications with customers, expected product lifecycles, product development plans, macroeconomic conditions, and] inquiries [removed: of] [added: with] business unit [removed: managers as well as] [added: managers,] executives, sales, and operations [removed: personnel about] [added: personnel) with] the [removed: expected product lifecycles and product development plans and historical usage by product.][added: Company’s forecasted demand.]

- We selected a sample of inventory products and evaluated management's ability to accurately estimate forecasted demand by comparing [added: current] usage by product [removed: in the current year] to estimates made in prior [removed: years.][added: year.]

- We considered the existence of contradictory evidence based on reading of internal communications to management and the board of directors, Company press releases, and [removed: analysts'] [added: analyst] reports, as well as our observations and [removed: inquires] [added: inquiries] as to changes within the business.

| | | | | | | | | | | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | June [removed: 29, 2019] [added: 27, 2020] | | |

| Net revenue | | | | | | | | | | | | | | | $ | [removed: 1,742.8] [added: 1,712.6] | | | | | $ | [removed: 1,678.6] [added: 1,742.8] | | | | | $ | [removed: 1,565.3] [added: 1,678.6] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 898.0] [added: 861.1] | | | | | | [removed: 974.6] [added: 898.0] | | | | | | [removed: 1,092.9] [added: 974.6] | | |

| Amortization of acquired developed intangibles | | | | | | | | | | | | | | | [removed: 61.7] [added: 62.9] | | | | | | [removed: 53.8] [added: 61.7] | | | | | | [removed: 46.5] [added: 53.8] | | |

| Gross profit | | | | | | | | | | | | | | | [removed: 783.1] [added: 788.6] | | | | | | [removed: 650.2] [added: 783.1] | | | | | | [removed: 425.9] [added: 650.2] | | |

| Research and development | | | | | | | | | | | | | | | [removed: 214.5] [added: 220.7] | | | | | | [removed: 198.6] [added: 214.5] | | | | | | [removed: 184.6] [added: 198.6] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 241.4] [added: 265.7] | | | | | | [removed: 235.2] [added: 241.4] | | | | | | [removed: 200.3] [added: 235.2] | | |

| Restructuring and related charges | | | | | | | | | | | | | | | [removed: 7.7] [added: (1.1)] | | | | | | [removed: 8.0] [added: 7.7] | | | | | | [removed: 31.9] [added: 8.0] | | |

| Merger termination fee and related costs, net | | | | | | | | | | | | | | | [removed: (207.5)] [added: —] | | | | | | [removed: —] [added: (207.5)] | | | | | | — | | |

| Impairment charges | | | | | | | | | | | | | | | — | | | | | | [removed: 4.3] [added: —] | | | | | | [removed: 30.7] [added: 4.3] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 256.1] [added: 485.3] | | | | | | [removed: 446.1] [added: 256.1] | | | | | | [removed: 447.5] [added: 446.1] | | |

| Income [removed: (loss)] from operations | | | | | | | | | | | | | | | [removed: 527.0] [added: 303.3] | | | | | | [removed: 204.1] [added: 527.0] | | | | | | [removed: (21.6)] [added: 204.1] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (66.7)] [added: (80.2)] | | | | | | [removed: (61.2)] [added: (66.7)] | | | | | | [removed: (36.3)] [added: (61.2)] | | |

| Other income (expense), net | | | | | | | | | | | | | | | [removed: 2.8] [added: 12.0] | | | | | | [removed: 31.4] [added: 2.8] | | | | | | [removed: 15.8] [added: 31.4] | | |

| Income [removed: (loss)] before income taxes | | | | | | | | | | | | | | | [removed: 463.1] [added: 235.1] | | | | | | [removed: 174.3] [added: 463.1] | | | | | | [removed: (33.3)] [added: 174.3] | | |

| Provision for income taxes | | | | | | | | | | | | | | | [removed: 65.8] [added: 36.2] | | | | | | [removed: 38.8] [added: 65.8] | | | | | | [removed: 3.1] [added: 38.8] | | |

| Net income [removed: (loss)] | | | | | | | | | | | | | | | $ | [removed: 397.3] [added: 198.9] | | | | | $ | [removed: 135.5] [added: 397.3] | | | | | $ | [removed: (36.4)] [added: 135.5] | |

| Net income [removed: (loss) attributable to common stockholders] - [removed: Basic] [added: basic] and [removed: Diluted | | | | | |] [added: diluted] | | | [added: $] | [added: 198.9] | | | | | $ | 397.3 | | | | | [removed: $] | [removed: 135.5] | | | | | $ | [removed: (37.9)] [added: 135.5] | |

| Net income [removed: (loss)] per [removed: share attributable to common stockholders:] [added: share:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | | | | | | | | | | $ | [removed: 5.27] [added: 2.79] | | | | | $ | [removed: 1.79] [added: 5.27] | | | | | $ | [removed: (0.54)] [added: 1.79] | |

| Diluted | | | | | | | | | | | | | | | $ | [removed: 5.07] [added: 2.68] | | | | | $ | [removed: 1.75] [added: 5.07] | | | | | $ | [removed: (0.54)] [added: 1.75] | |

| Shares used to compute net income [removed: (loss)] per [removed: share attributable to common stockholders:] [added: share:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | | | | | | | | | | [removed: 75.4] [added: 71.2] | | | | | | [removed: 75.9] [added: 75.4] | | | | | | [removed: 70.7] [added: 75.9] | | |

| Diluted | | | | | | | | | | | | | | | [removed: 78.4] [added: 74.2] | | | | | | [removed: 77.6] [added: 78.4] | | | | | | [removed: 70.7] [added: 77.6] | | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME (LOSS)][added: INCOME]

| | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | | | | | | | June [removed: 29, 2019] [added: 27, 2020] | | |

| Net income [removed: (loss)] | | | $ | [removed: 397.3] [added: 198.9] | | | | | $ | [removed: 135.5] [added: 397.3] | | | | | | | | | | | $ | [removed: (36.4)] [added: 135.5] | |

| Other comprehensive [removed: income,] [added: income (loss),] net of tax: | | | | | | | | | | | | | | | | | | | | | | | |

| Net change in unrealized gain (loss) on available-for-sale securities | | | [removed: (2.5)] [added: (10.2)] | | | | | | [removed: 1.5] [added: (2.5)] | | | | | | | | | | | | [removed: 2.5] [added: 1.5] | | |

| Net change in defined benefit obligations | | | [removed: 2.8] [added: 2.4] | | | | | | [removed: (0.7)] [added: 2.8] | | | | | | | | | | | | [removed: (1.2)] [added: (0.7)] | | |

| Other comprehensive [removed: income,] [added: income (loss),] net of tax | | | [removed: 0.3] [added: (7.8)] | | | | | | [removed: 0.8] [added: 0.3] | | | | | | | | | | | | [removed: 0.7] [added: 0.8] | | |

| Comprehensive [removed: income (loss),] [added: income,] net of tax | | | $ | [removed: 397.6] [added: 191.1] | | | | | $ | [removed: 136.3] [added: 397.6] | | | | | | | | | | | $ | [removed: (35.7)] [added: 136.3] | |

August 24, 2022

| | | | July 2, 2022 | | | | | | July 3, 2021 | | |

| Term loan funding provided to NeoPhotonics | | | (30.0) | | | | | | — | | | | | | — | | |

| Payment for conversions of 2024 Notes | | | (1.8) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Issuance of shares in connection with vesting of restricted stock units and performance stock units | | | | | | | | | | | | | | | 1.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |

| Withholding taxes related to net share settlement of restricted stock units | | | | | | | | | | | | | | | (0.2) | | | | | | — | | | | | | (14.0) | | | | | | — | | | | | | — | | | | | | | | | | | | (14.0) | | |

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| Issuance of shares in connection with vesting of restricted stock units and performance stock units | | | | | | | | | | | | | | | 1.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |

| Withholding taxes related to net share settlement of restricted stock units | | | | | | | | | | | | | | | (0.5) | | | | | | | | | | | | (39.7) | | | | | | | | | | | | | | | | | | | | | | | | (39.7) | | |

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| Other comprehensive loss | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7.8) | | | | | | | | | | | | (7.8) | | |

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| Issuance of shares in connection with vesting of restricted stock units and performance stock units | | | | | | | | | | | | | | | 1.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |

| Withholding taxes related to net share settlement of restricted stock units | | | | | | | | | | | | | | | (0.5) | | | | | | — | | | | | | (39.0) | | | | | | — | | | | | | — | | | | | | | | | | | | (39.0) | | |

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| Equity component of the 2028 Notes, net of tax of $48.7 million and issuance costs of $1.9 million | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 180.6 | | | | | | — | | | | | | — | | | | | | | | | | | | 180.6 | | |

| Adjustment to equity component of the 2024 Notes in connection with cash settlement | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | | | | | | | (0.1) | | |

| Repurchases of common stock | | | | | | | | | | | | | | | (6.0) | | | | | | — | | | | | | — | | | | | | (548.9) | | | | | | — | | | | | | | | | | | | (548.9) | | |

| Balance as of July 2, 2022 | | | | | | | | | | | | | | | 68.0 | | | | | | $ | 0.1 | | | | | $ | 2,003.6 | | | | | $ | (129.1) | | | | | $ | 0.4 | | | | | | | | | | | $ | 1,875.0 | |

We are now in the third year of the COVID-19 pandemic, and while the impact of the pandemic is lessening, new variants are causing continued concern.

As these variants continue to emerge, efforts to mitigate or contain the impacts of the pandemic continue to evolve, and the duration and severity of the impact of the pandemic on our business and results of operations in future periods remain uncertain.

However, due to the global supply chain constraint, we have had to incur incremental supply and procurement costs in order to fulfill demand from our customers.

These higher costs have increased our inventory balances by $16.8 million as of July 2, 2022 and may decrease our gross margin in the near term.

We are also continuously monitoring developments in the ongoing conflict between Russia and Ukraine including the related export controls and resulting sanctions imposed on Russia by the U.S. and other countries.

Additional factors such as increased inflation, escalating energy costs, constrained raw material availability, and thus increasing costs could impact the global economy.

Although the global implications of the Russian/Ukraine conflict are difficult to predict at this time, we do not presently foresee direct material adverse effects upon our business.

Certain prior period amounts have been reclassified to conform to the current period presentation.

The reclassification of the prior period amounts did not impact previously reported consolidated financial statements.

Business Combination

On November 4, 2021, Lumentum and NeoPhotonics Corporation (“NeoPhotonics”) announced a merger agreement (the “Merger Agreement”) pursuant to which Lumentum will acquire all outstanding shares of NeoPhotonics stock.

On August 3, 2022, we completed our merger with NeoPhotonics.

Change in Accounting Principle

As discussed in Notes 1 and 9 to the financial statements, the Company has changed its method of accounting for leases in the year ended June 27, 2020 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842).

- We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g. historical usage, contracts, communications with customers, expected product lifecycles, product development plans, and macroeconomic conditions) with the Company’s forecasted demand.

August 30, 2021

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unrealized gain on derivative liability | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 8.8 | | |

| Items reconciling net income (loss) to net income (loss) attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Less: Cumulative dividends on Series A Preferred Stock | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (0.3) | | |

| Less: Earnings allocated to Series A Preferred Stock | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (1.2) | | |

| Net change in cumulative translation adjustment | | | — | | | | | | — | | | | | | | | | | | | (0.6) | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unrealized gain on derivative liability | | | — | | | | | | — | | | | | | (8.8) | | |

| Payment for Oclaro acquisition, net of cash acquired | | | — | | | | | | — | | | | | | (619.8) | | |

| Payment of dividends - Series A Preferred Stock | | | — | | | | | | — | | | | | | (0.7) | | |

| Payment of acquisition related holdback | | | — | | | | | | — | | | | | | (1.0) | | |

| Effect of exchange rates on cash and cash equivalents | | | — | | | | | | — | | | | | | (0.2) | | |

| Issuance of common stock upon conversion of Series A Preferred Stock | | | — | | | | | | — | | | | | | 79.4 | | |

| Issuance of common stock and replacement awards in connection with Oclaro acquisition | | | — | | | | | | — | | | | | | 460.1 | | |

| Balance as of June 30, 2018 | | | — | | | | | | $ | 35.8 | | | | | 62.8 | | | | | | $ | 0.1 | | | | | $ | 753.2 | | | | | $ | 166.4 | | | | | $ | 6.4 | | | | | | | | | | | $ | 926.1 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36.4) | | | | | | — | | | | | | | | | | | | (36.4) | | |

| 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 | | |

| 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 | | |

| Issuance of shares pursuant to equity plans, net of tax withholdings | | | — | | | | | | — | | | | | | 1.1 | | | | | | — | | | | | | (14.0) | | | | | | — | | | | | | — | | | | | | | | | | | | (14.0) | | |

| Issuance of shares pursuant to equity plans, net of tax withholdings | | | — | | | | | | — | | | | | | 0.8 | | | | | | — | | | | | | (39.7) | | | | | | — | | | | | | — | | | | | | | | | | | | (39.7) | | |

The COVID-19 pandemic has created and may continue to create significant uncertainty in global financial markets, which has disrupted and harmed, and may continue to disrupt and harm, the Company's business, financial condition, and results of operations.

On December 10, 2018, we completed our merger with Oclaro, Inc. (“Oclaro”), a provider of optical components and modules for the long-haul, metro and data center markets.

Our consolidated financial statements include the operating results of Oclaro beginning from the date of acquisition.

Business Combinations” for further discussion of the merger.

As of the date of the

Our Series A Preferred Stock was considered a participating security where the holders of Series A Preferred Stock had the right to participate in undistributed earnings with holders of common stock.

On November 2, 2018, the remaining 35,805 shares of our Series A Preferred Stock were converted into 1.5 million shares of our common stock.

Non-Controlling Interest Redeemable Convertible Preferred Stock and Derivative Liability” for further discussion.

Prior to conversion, the holders of our Series A Preferred Stock were entitled to share in dividends, on an as-converted basis, if the holders of our common stock were to receive dividends.

Up through the date of conversion, we used the two-class method to compute earnings per share.

The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

In determining the amount of net earnings to allocate to common stockholders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding during the period.

Management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of July [removed: 3, 2021.][added: 2, 2022.]

Management recognizes that any controls and procedures, no matter how [removed: well designed] [added: well-designed] and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of July [removed: 3, 2021,] [added: 2, 2022,] our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of July [removed: 3, 2021] [added: 2, 2022] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued a report, included herein, on the effectiveness of the Company’s internal control over financial reporting as of July [removed: 3, 2021.][added: 2, 2022.]

A control system, no matter how [removed: well designed] [added: well-designed] and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.

We have audited the internal control over financial reporting of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of July [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July [removed: 3, 2021,] [added: 2, 2022,] of the Company and our report dated August [removed: 30, 2021,] [added: 24, 2022,] expressed an unqualified opinion on those financial [removed: statements and included an explanatory paragraph relating to the Company’s adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842).][added: statements.]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

August 24, 2022

While the COVID-19 pandemic has resulted in many of our employees working remotely, our internal controls over financial reporting is not impacted.

August 30, 2021

This is called “incorporation by reference.” We intend to file our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders (the “Proxy Statement”) pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report, and certain information to be contained therein is incorporated in this report by reference.

The financial statements filed as part of this report are listed in the “Index to Financial Statements” under Part II, Item [removed: 8] [added: 7] of this report.

| [Report of Independent Registered Public Accounting [removed: Firm](#i7d608ae81db74f1a978cd0b52288213c_151)] [added: Firm (PCAOB ID No.](#iea3219ff6aac4df3add24b5ea3f3a178_151) 34[)](#iea3219ff6aac4df3add24b5ea3f3a178_151)] | | | [removed: [58](#i7d608ae81db74f1a978cd0b52288213c_151)] [added: [66](#iea3219ff6aac4df3add24b5ea3f3a178_151)] | | |

| [Consolidated Statements of Operations—Years Ended [removed: Ju](#i7d608ae81db74f1a978cd0b52288213c_154)[ly](#i7d608ae81db74f1a978cd0b52288213c_154) [](#i7d608ae81db74f1a978cd0b52288213c_154)[3](#i7d608ae81db74f1a978cd0b52288213c_154)[, 202](#i7d608ae81db74f1a978cd0b52288213c_154)[1](#i7d608ae81db74f1a978cd0b52288213c_154)[,] [added: July 2, 2022, July 3, 2021, and] June [removed: 2](#i7d608ae81db74f1a978cd0b52288213c_154)[7](#i7d608ae81db74f1a978cd0b52288213c_154)[, 20](#i7d608ae81db74f1a978cd0b52288213c_154)[20](#i7d608ae81db74f1a978cd0b52288213c_154) [](#i7d608ae81db74f1a978cd0b52288213c_154)[and June](#i7d608ae81db74f1a978cd0b52288213c_154) [29,](#i7d608ae81db74f1a978cd0b52288213c_154) [2019](#i7d608ae81db74f1a978cd0b52288213c_154)] [added: 27, 2020](#iea3219ff6aac4df3add24b5ea3f3a178_154)] | | | [removed: [60](#i7d608ae81db74f1a978cd0b52288213c_154)] [added: [68](#iea3219ff6aac4df3add24b5ea3f3a178_154)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i7d608ae81db74f1a978cd0b52288213c_157) [(Loss)](#i7d608ae81db74f1a978cd0b52288213c_157) [—Years Ended](#i7d608ae81db74f1a978cd0b52288213c_157) [J](#i7d608ae81db74f1a978cd0b52288213c_157)[uly](#i7d608ae81db74f1a978cd0b52288213c_157) [3, 2021,](#i7d608ae81db74f1a978cd0b52288213c_157) [June] [added: Income —Years Ended July 2, 2022, July 3, 2021 and June] 27, [removed: 2020](#i7d608ae81db74f1a978cd0b52288213c_157) [and](#i7d608ae81db74f1a978cd0b52288213c_157) [](#i7d608ae81db74f1a978cd0b52288213c_157)[June 29, 2019](#i7d608ae81db74f1a978cd0b52288213c_157)] [added: 2020](#iea3219ff6aac4df3add24b5ea3f3a178_157)] | | | [removed: [61](#i7d608ae81db74f1a978cd0b52288213c_157)] [added: [69](#iea3219ff6aac4df3add24b5ea3f3a178_157)] | | |

| [Consolidated Statements of Cash Flows—Years [removed: Ended](#i7d608ae81db74f1a978cd0b52288213c_166) [July] [added: Ended July 2, 2022, July] 3, [removed: 2021,](#i7d608ae81db74f1a978cd0b52288213c_166) [June] [added: 2021, and June] 27, [removed: 2020](#i7d608ae81db74f1a978cd0b52288213c_166) [and](#i7d608ae81db74f1a978cd0b52288213c_166) [June 29, 2019](#i7d608ae81db74f1a978cd0b52288213c_166)] [added: 2020](#iea3219ff6aac4df3add24b5ea3f3a178_163)] | | | [removed: [63](#i7d608ae81db74f1a978cd0b52288213c_166)] [added: [71](#iea3219ff6aac4df3add24b5ea3f3a178_163)] | | |

| [Consolidated Statements of [removed: Redeemable Convertible Preferred Stock and] Stockholders’ Equity—Years [removed: Ended](#i7d608ae81db74f1a978cd0b52288213c_172) [Ju](#i7d608ae81db74f1a978cd0b52288213c_172)[ly] [added: Ended July 2, 2022, July] 3, [removed: 2021,](#i7d608ae81db74f1a978cd0b52288213c_172) [June] [added: 2021, and June] 27, [removed: 2020](#i7d608ae81db74f1a978cd0b52288213c_172) [and](#i7d608ae81db74f1a978cd0b52288213c_172) [June 29, 2019](#i7d608ae81db74f1a978cd0b52288213c_172)] [added: 2020](#iea3219ff6aac4df3add24b5ea3f3a178_166)] | | | [removed: [65](#i7d608ae81db74f1a978cd0b52288213c_172)] [added: [73](#iea3219ff6aac4df3add24b5ea3f3a178_166)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7d608ae81db74f1a978cd0b52288213c_187)] [added: Statements](#iea3219ff6aac4df3add24b5ea3f3a178_178)] | | | [removed: [66](#i7d608ae81db74f1a978cd0b52288213c_187)] [added: [74](#iea3219ff6aac4df3add24b5ea3f3a178_178)] | | |

| | | | Balance at [removed: Beginning] [added: beginning] of Period | | | | | | [removed: Assumed in Oclaro Acquisition] | | | | | | Increase (decrease) in Consolidated Statements of Operations | | | | | | Write [removed: Offs] [added: offs] and [removed: Other Adjustments] [added: other adjustments] | | | | | | | | | | | | Balance at [removed: End] [added: end] of [removed: Period] [added: period] | | |

| [removed: Allowance] [added: Allowance] for credit [removed: losses:] [added: losses:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal year ended July 3, 2021 | | | $ | 1.8 | | | | | [removed: $] | [removed: —] | | | | | $ | 0.2 | | | | | $ | (1.6) | | | | | | | | | | | $ | 0.4 | |

| Fiscal year ended June 27, 2020 | | | $ | 4.5 | | | | | [removed: $] | [removed: —] | | | | | $ | 0.1 | | | | | $ | (2.8) | | | | | | | | | | | $ | 1.8 | |

| | | | | | | Balance at [removed: Beginning] [added: beginning] of [removed: Period] [added: period] | | | | | | Additions [removed: Charged] [added: charged] to [removed: Costs/Expenses 1] [added: costs/expenses (1)] | | | | | | Deductions [removed: Credited] [added: credited] to [removed: Costs/Expenses 2] [added: costs/expenses (2)] | | | | | | Balance at [removed: End] [added: end] of [removed: Period] [added: period] | | |

| [removed: Deferred] [added: Deferred] tax valuation [removed: allowance:] [added: allowance:] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal year ended June 27, 2020 [removed: 3] [added: (3)] | | | | | | $ | 190.3 | | | | | $ | 12.7 | | | | | $ | (2.2) | | | | | $ | 200.8 | |

| [removed: 2.4] [added: 2.2] | | | | | | [Separation and Distribution Agreement](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex22.htm) | | | | | | 8-K | | | | | | 2.2 | | | | | | 8/6/2015 | | | | | | | | |

| 4.1 | | | | | | [Indenture, dated March 8, 2017, between Lumentum Holdings Inc. and U.S. Bank [added: Trust Company,] National Association](http://www.sec.gov/Archives/edgar/data/1633978/000119312517074740/d337254dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 3/9/2017 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of Lumentum Holdings [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828021017799/liteq421-ex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828022023617/liteq422-ex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm (Deloitte & Touche [removed: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828021017799/liteq421-ex231.htm)] [added: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828022023617/liteq422-ex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828021017799/liteq421-ex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828022023617/liteq422-ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828021017799/liteq421-ex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828022023617/liteq422-ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1† | | | | | | [Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828021017799/liteq421-ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828022023617/liteq422-ex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2† | | | | | | [Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828021017799/liteq421-ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828022023617/liteq422-ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial information from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended July [removed: 3, 2021] [added: 2, 2022] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended July [added: 2, 2022, July] 3, 2021, [removed: June 27, 2020] and June [removed: 29, 2019;] [added: 27, 2020;] (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended July [added: 2, 2022, July] 3, 2021, [removed: June 27, 2020] and June [removed: 29, 2019;] [added: 27, 2020;] (iii) Consolidated Balance Sheets as of July [removed: 3, 2021] [added: 2, 2022] and [removed: June 27, 2020;] [added: July 3, 2021;] (iv) Consolidated Statements of Cash Flows for the fiscal years ended July [added: 2, 2022, July] 3, 2021, [removed: June 27, 2020] and June [removed: 29, 2019;] [added: 27, 2020;] (v) Consolidated Statements of [removed: Redeemable Convertible Preferred Stock and] Stockholders’ Equity for the fiscal years ended July [added: 2, 2022, July] 3, 2021, [removed: June 27, 2020] and June [removed: 29, 2019;] [added: 27, 2020;] and (vi) Notes to the Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | | | | The cover page from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended July [removed: 3, 2021,] [added: 2, 2022,] formatted in Inline XBRL (included as Exhibit 101). | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [Consolidated Balance Sheets—July 2, 2022 and July 3, 2021](#iea3219ff6aac4df3add24b5ea3f3a178_160) | | | [70](#iea3219ff6aac4df3add24b5ea3f3a178_160) | | |

| Fiscal year ended July 2, 2022 | | | $ | 0.4 | | | | | | | | | | | $ | (0.1) | | | | | $ | (0.3) | | | | | | | | | | | $ | — | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal year ended July 2, 2022 | | | | | | $ | 269.5 | | | | | $ | 5.7 | | | | | $ | (12.1) | | | | | $ | 263.1 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.6 | | | | | | [Indenture dated March 8, 2022, between Lumentum Holdings Inc. and U.S. Bank Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 3/8/2022 | | | | | | | | |

| 4.7 | | | | | | [Form of 0.50% Convertible Senior Note due 2028 (included in Exhibit 4.6)](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm) | | | | | | 8-K | | | | | | 4.2 | | | | | | 3/8/2022 | | | | | | | | |

| 10.14 | | | | | | [Purchase Agreement, dated as of March 3, 2022, between Lumentum Holdings Inc. and Goldman Sachs & Co. LLC and BofA Securities, Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/8/2022 | | | | | | | | |

| [Consolidated Balance Sheets—Ju](#i7d608ae81db74f1a978cd0b52288213c_160)[ly](#i7d608ae81db74f1a978cd0b52288213c_160) [](#i7d608ae81db74f1a978cd0b52288213c_160)[3](#i7d608ae81db74f1a978cd0b52288213c_160)[, 202](#i7d608ae81db74f1a978cd0b52288213c_160)[1](#i7d608ae81db74f1a978cd0b52288213c_160) [and June 2](#i7d608ae81db74f1a978cd0b52288213c_160)[7](#i7d608ae81db74f1a978cd0b52288213c_160)[,](#i7d608ae81db74f1a978cd0b52288213c_160) [2020](#i7d608ae81db74f1a978cd0b52288213c_160) | | | [62](#i7d608ae81db74f1a978cd0b52288213c_160) | | |

| Fiscal year ended June 29, 2019 | | | $ | 2.6 | | | | | $ | 3.3 | | | | | $ | (0.2) | | | | | $ | (1.2) | | | | | | | | | | | $ | 4.5 | |

| Fiscal year ended June 29, 2019 3 | | | | | | $ | 99.4 | | | | | $ | 93.5 | | | | | $ | (2.6) | | | | | $ | 190.3 | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of March 11, 2018, by and among Lumentum Holdings Inc., Oclaro, Inc., Prota Merger Sub, Inc. and Prota Merger, LLC](http://www.sec.gov/Archives/edgar/data/1633978/000119312518078154/d547353dex21.htm) | | | | | | 8-K | | | | | | 2.1 | | | | | | 3/12/2018 | | | | | | | | |

| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of January 18, 2021, by and among Lumentum Holdings Inc., Coherent, Inc., Cheetah Acquisition Sub, Inc. and Cheetah Acquisition Sub LLC.](https://www.sec.gov/Archives/edgar/data/1633978/000110465921005024/tm213409d1_ex2-1.htm) | | | | | | 8-K | | | | | | 2.1 | | | | | | 1/19/2021 | | | | | | | | |

| 2.3 | | | | | | [Amended and Restated Agreement and Plan of Merger, dated as of March 9, 2021, by and among Lumentum Holdings Inc., Coherent, Inc., Cheetah Acquisition Sub, Inc. and Cheetah Acquisition Sub LLC.](https://www.sec.gov/Archives/edgar/data/1633978/000119312521075438/d25927dex21.htm) | | | | | | 8-K | | | | | | 2.2 | | | | | | 3/10/2021 | | | | | | | | |

| Date: | | | August [removed: 30, 2021] [added: 24, 2022] | | | LUMENTUM HOLDINGS INC. | | | | | |

| /s/ ALAN LOWE | | | | | | President, Chief Executive Officer and Director (principal executive officer) | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ WAJID ALI | | | | | | Executive Vice President, Chief Financial Officer (principal financial officer) | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ MATTHEW SEPE | | | | | | Chief Accounting Officer (principal accounting officer) | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ HAROLD COVERT | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ JULIE JOHNSON | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ PENELOPE HERSCHER | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ BRIAN LILLIE | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ IAN SMALL | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ JANET WONG | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |

| /s/ ISAAC HARRIS | | | | | | Director | | | | | | August [removed: 30, 2021] [added: 24, 2022] | | |