Lumentum Holdings (LITE) 10-K risk factor changes: FY2024 vs FY2023

- our ability to sell to a significant customer, as well as tariffs and other trade [added: and export] restrictions between the U.S. and China;

- our strategic transactions and implementation strategy for our [removed: acquisitions;][added: acquisitions, including the recently completed acquisition of Cloud Light;]

- our ability to hire and retain key [removed: personnel; and][added: personnel]

- the effects of immigration policy on our ability to hire and retain [removed: employees][added: employees; and]

[removed: Current and future] [added: Further,] conditions in the global economy have an inherent degree of uncertainty.

The current global macroeconomic environment is volatile and continues to be significantly and adversely impacted by [removed: uncertainty in the banking and financial services sector, global supply chain constraints, inflation,] [added: inflation] and a dynamic demand environment.

Additionally, instability in the global credit markets, the impact of uncertainty regarding inflation, banking instability, capital expenditure reductions, unemployment, stock market volatility, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia-Ukraine war, [added: Israel-Hamas war,] and China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions.

Adverse changes to and uncertainty in the global economy has affected industries in which our customers operate and has resulted in decreases in the rate of demand, consumption or use of certain of our customers’ products which, in turn, [added: has resulted in, and] may [added: continue to] result in decreased demand for our products, revenue fluctuations, increased price competition for our products, and increased the risk of excess and obsolete inventories as well as higher overhead costs as a percentage of revenue.

Our financial results may be adversely affected due to changes in product demand impacted by recessions, [removed: inflation,] increases in interest rates, stagflation and other economic conditions.

Customer demand for our products may be impacted by weak economic conditions, inflation, stagflation, recessionary or lower-growth environments, rising interest rates, [added: tightening credit markets,] equity market volatility or other negative economic factors in the U.S. or other countries.

Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our contract manufacturers, customers, suppliers and creditors and [removed: might] [added: could] cause us to not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase.

[removed: Additionally,] [added: As a result of inflation,] we are [removed: also] subject to risk from [removed: inflation and] increasing market prices of certain components, supplies, and raw materials, which are incorporated into our products or used by our manufacturing partners or suppliers to manufacture our products.

These components, supplies and commodities have from [removed: time to time] [added: time-to-time] become restricted, or general market factors and conditions have affected pricing of such components, supplies and raw materials (such as inflation or supply chain constraints), and future restrictions or market conditions impacting pricing may adversely affect our business and results of operations.

[removed: The recent and potential future disruptions] [added: Disruptions] in access to bank deposits or lending commitments due to bank failures could materially and adversely affect our liquidity, our business and financial condition.

We have [added: also] seen, and may continue to see, our gross margins negatively impacted by increases in component costs, logistics costs, elevated inventory balances, and [removed: inflationary pressures, as well as] pricing pressure.

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

Ordering [removed: patters] [added: patterns] may be difficult to predict and we have experienced and may continue to experience negative impacts to our revenue and profitability as well as our ability to achieve our forecasts.

We continue to work with our suppliers to ensure that we are able to continue manufacturing and distributing our products, and in the quantities requested by our [removed: customers; however, if we continue to experience disruption to our supply chain, it could impact our operations.][added: customers.]

[removed: Continued] [added: Any] disruption in the supply of the raw materials, packaging or components used in the manufacture and delivery of our products could have a material adverse impact on our business, financial condition and results of operations.

Limits on manufacturing availability or capacity or delays in production or delivery of components or raw materials could [removed: further] delay or inhibit our ability to obtain supply of components and produce finished goods [removed: inventory.][added: inventory, and there can be no assurance that the supply chain impacts will not reoccur in the future.]

In addition, customers provide us with their expected forecasts for our products several months in advance, but these customers may decrease, cancel or delay purchase orders already in place, including on short notice, or may experience financial difficulty which affects their ability to pay for products, particularly in light of the global macroeconomic uncertainty, and have done so from [removed: time to time,] [added: time-to-time,] and the impact of any such actions may be intensified given our dependence on a limited number of large customers.

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

In August 2020, the Bureau of Industry and Security of the U.S. Department of Commerce (“BIS”) issued final rules that further restricted access by Huawei Technologies Co. Ltd. [added: (“Huawei”)] to items produced domestically and abroad from U.S. technology and software.

The final rules prevent us from selling certain products [added: subject] to [added: the Export Administration Regulations (“EAR”) to identified] Huawei entities without a license issued [removed: subject to the Export Administration Regulations (“EAR”).][added: by BIS.]

We are dependent upon our ability to obtain export [removed: licenses,] [added: licenses] or [added: use] 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 [removed: granted] [added: able to make use of these] 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.

Under the current regulatory regime, our business with Huawei has been [removed: and will continue to be] [added: significantly] more limited than it was in the [removed: past.][added: past, and is now completely restricted.]

For example, we [removed: have been] [added: are currently] unable to supply [removed: certain additional] [added: any] products and may be limited or unable to work with Huawei on future product developments while Huawei remains on the Entity List, which has negatively impacted our revenue from Huawei and [removed: may further] [added: has] negatively [removed: impact] [added: impacted] our financial condition and results of operations.

We are unable to predict the duration [added: and scope] of the restrictions enacted in May 2019 and thereafter, including the restrictions on Huawei’s access to foreign-made chips made using U.S. technology which could have a long-term adverse effect on our business.

The U.S. government [removed: has] [added: also] added other customers of ours to the Entity List, such as FiberHome Technologies Group in May 2020, and may continue to do so or otherwise restrict our ability to ship products which may harm our business, financial condition and results of operations.

[removed: In 2021,] BIS [removed: added] [added: has continued to add] other China-based technology companies [removed: into] [added: to] the Entity List, including [removed: seven supercomputing companies in April 2021] [added: those tied to super computing] and [removed: twenty-three more entities located in China in July 2021, thereby] [added: artificial intelligence,] further expanding the scope of companies subject to trade [added: and export] restrictions.

We also [removed: manufacture] [added: manufactured] customized products for Huawei, and therefore [removed: may be] [added: have been] unable to sell certain finished goods inventory to alternative customers or may be unable to utilize such manufacturing capabilities for products for alternative [removed: customers, which may result in further excess and obsolete inventory charges and/or underutilized capacity charges in future periods.][added: customers.]

In addition, we [removed: sell] [added: sold] various non-customized products to Huawei in which Huawei represents a significant portion of the related products’ demand.

We have taken [removed: charges, and may have significant future charges,] [added: charges] for common components which [removed: become] [added: became] excess as a result of the inability to sell to Huawei.

Additional charges may also occur with respect to customized products that we manufacture for other customers in the event that such customers were to be added to the Entity List or otherwise if our ability to sell to such [removed: customers were restricted.]

We believe this trade [added: and export] uncertainty has caused and may in the future cause delays or cancellations, which could adversely affect our business, financial conditions and operating results.

[removed: Our] [added: A widespread health crisis could materially and adversely affect our] business operations, financial performance, results of operations, financial position and the achievement of our strategic [removed: objectives has been affected, and may be materially and adversely affected by the effects of the COVID-19 pandemic and responsive actions thereto.][added: objectives.]

[removed: The] [added: For example, the] COVID-19 pandemic and related countermeasures [removed: have, and may continue to have, an impact on] [added: impacted] the global economy and [removed: continues to cause] [added: caused] macroeconomic uncertainty.

Governmental authorities around the globe implemented, and may again in the future implement, numerous and evolving measures in response to the [removed: virus.][added: virus or other public health concerns.]

The ultimate impact of [removed: the COVID-19 pandemic] [added: a widespread health crisis] 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 [removed: pandemic (including restrictions on travel and transport and workforce pressures particularly in China);] [added: pandemic;] the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; general economic uncertainty in key global markets and financial market volatility, including increasing levels of inflation in the United States; [added: and] global economic conditions and levels of economic [removed: growth; and the ongoing pace of recovery as the COVID-19 pandemic subsides (including the availability and efficacy of treatments and vaccines and the impact of new variants on recovery).][added: growth.]

- the impact of a widespread health crisis;

- design and manufacturing defects or quality issues in our products;

- employment related disputes and claims

In certain cases, the exceptions are technical and fact specific and may be open to interpretation.

We have submitted voluntary disclosures to BIS regarding certain product shipments we made to Huawei following the adoption of the final rules.

While we have received requests for additional information in this matter, we have not yet received any determinations from BIS.

In the event that we are found to have violated the EAR, even inadvertently, we may be subject to significant monetary and non-monetary penalties, criminal proceedings or a denial of export privileges.

In addition, various other U.S. agencies have implemented and are considering additional changes to regulations to increase controls over advanced computing chips/computers and related technologies.

Any further limitation that impedes our ability to export or sell our products and services could materially adversely affect our business, results of operations, financial condition and cash flows.

customers were restricted.

For example, in December 2023, we were notified by certain critical IC suppliers that service the industry broadly that their products do not comply with the latest export regulations.

Consequently, we stopped all of our product shipments to Huawei, our historically largest networking customer in China in the beginning of calendar year 2024.

We expect the export restrictions related to Huawei will continue, and we may be subject to additional export restrictions that may adversely impact our business.

Inflation and increased borrowing costs could impact our cash flows and profitability.

Prolonged periods of inflation may continue to adversely affect our business, results of operations, financial condition and liquidity by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.

Inflation has resulted in and may continue to result in higher interest rates and capital costs, supply shortages, increased costs of labor and other similar effects.

In addition, higher interest rates and tightening credit markets may impact our customers and partners and their ability to purchase products or pay in a timely manner may be adversely impacted.

Our gross margins, operating margins and segment profit are expected to vary, and may be adversely affected in the future by numerous factors, including, but not limited to:

- an increase or decrease in demand of our products;

- changes in product mix;

- increased price competition in one or more of the markets in which we compete;

- modifications to our pricing strategy to gain or retain footprint in markets or with customers;

- currency fluctuations that impact our costs or the cost of our products to our customers;

- inflation;

- increases in material, labor, manufacturing, logistics, warranty costs, or inventory carrying costs;

- issues with manufacturing or component availability;

- issues relating to the distribution of our products, quality or efficiencies;

- increased costs due to changes in component pricing or charges incurred due to the inaccurately forecasting product demand or underutilization of manufacturing capacity;

- warranty related issues;

- factors beyond our control such as natural disasters, climate change, acts of war or terrorism, and public health emergencies;

- changing market, economic, and political conditions, including the impact of tariffs and other trade restrictions, regulatory restrictions on imports or exports or efforts to withdraw from or materially modify international trade agreements, or

- our introduction of new products and enhancements, or entry into new markets with different pricing and cost structures.

customers;

is expensive and time consuming.

We may

Furthermore, imposition of tariffs or new or revised export, import or doing-business regulations, including trade sanctions, could cause a decrease in the demand for, or sales of our

Restructuring activities could disrupt our business and affect our results of operations.

We may take similar steps in the future as we seek to realize operating synergies, to achieve our target operating model and profitability objectives, or to reflect more closely changes in the strategic direction of our business or the evolution of our site strategy and workplace.

Many countries have made changes to their tax laws to adopt certain parts of the OECD’s proposals.

To the extent legislation has been enacted, Pillar Two will be effective for us in fiscal 2025.

- the impact of the ongoing COVID-19 pandemic and responsive measures;

- defects in our products;

For example, as a result of product order volume growth in prior periods and industry-wide supply challenges due to both constrained manufacturing capacity as well as shortages of component parts, our backlog grew and remained elevated in fiscal 2022 and 2023.

We expect our product and gross margins are expected to vary, and margins may be adversely affected in the future by numerous factors, including, but not limited to, an increase or decrease in demand of our products, increased price competition in one or more of the markets in which we compete, modifications to our pricing strategy to gain or retain footprint in markets or with customers, currency fluctuations that impact our costs or the cost of our products to our customers, inflation, increases in material, labor, manufacturing, logistics, warranty costs, or inventory carrying costs, issues with manufacturing or component availability, issues relating to the distribution of our products, quality or efficiencies, increased costs due to changes in component pricing or charges incurred due to inaccurately forecasting product demand or underutilization of manufacturing capacity, warranty related issues, the impact of tariffs, or our introduction of new products and enhancements, or entry into new markets with different pricing and cost structures.

For example, in the first half of fiscal year 2023, we incurred incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.

Although the impact of the COVID-19 pandemic is lessening, there can be no assurance that the supply chain impacts will not occur in the future.

BIS makes periodic updates to the Entity List, with some recent additions tied to super computing and artificial intelligence.

Future charges related to trade restrictions could be caused by either additional regulatory restrictions enacted with respect to Huawei, or revisions to our estimates of the impact from already-enacted restrictions.

We continue to monitor and evaluate the impact of the COVID-19 pandemic on our business operations on a regional, national, and global basis.

We have reopened our facilities world-wide for office-based employees in a new office/hybrid model based on considerations regarding the health and safety of our employees and guidance of local and national governments.

Although countries around the world largely reopened in 2022, there remains uncertainty and any future constraints, limitations or modifications imposed on our operations or business practices, or those of our suppliers, may limit our ability to meet customer demand, cause us to increase our safety stock of certain materials, reduce our productivity, slow or diminish our research and development activities, make our products less competitive, or cause our customers to seek alternative suppliers and delay customer qualification activities, any of which could harm our business, reduce our profitability or have a material and adverse effect on our financial condition and results of operations.

While the impact of the COVID-19 pandemic is lessening, we cannot provide any assurance that we will be able to successfully identify, manage and mitigate the economic disruption impacts of any future widespread health crises, including as a result of any variants of COVID-19.

While the effects of COVID-19 pandemic are lessening, the magnitude of the impact of COVID-19 on our business operations remains uncertain and difficult to predict, and the situation remains highly dynamic.

We have experienced and will continue to experience in subsequent periods, disruptions to our business that will adversely impact our business, financial condition and results of operations.

For additional information regarding the impact of COVID-19 on our business, 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 effects of the COVID-19 pandemic and responsive actions thereto.”

For example, 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.

We continuously monitor the marketplace for strategic opportunities, which includes expanding our product lines and markets through both internal product development and acquisitions.

- failure to achieve the anticipated transaction benefits or the projected financial results and operational synergies;

- unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;

- unanticipated changes in the acquired business, including due to regulatory action or changes in the operating results or financial condition of the business;

- difficulties and costs in integrating the operations, technologies, products, IT and other systems, assets, facilities and personnel of the purchased businesses;

- disruption due to the integration and rationalization of operations, products, technologies and personnel;

Further, an acquisition or strategic transaction may not further our business strategy as we expected or we may overpay for, or otherwise not realized the expected return on, our investments.

For example, in the fiscal year 2019, we completed the divestiture of our Datacom module business in Japan, and in fiscal year 2020 we sold the assets associated with certain Lithium Niobate product lines manufactured by our San Donato, Italy site.

- potential adverse effects on our ability to attract, recruit, retain, and motivate current and prospective employees;

We may not realize the expected benefits of our acquisitions or strategic transactions, or be able to retain those benefits even if realized.

The success of our acquisitions will depend in large part on our success in integrating the acquired operations, strategies, technologies, and personnel.

We may fail to realize some or all of the anticipated benefits of an acquisition if the integration process takes longer than expected or is more costly than expected.

If we fail to meet the challenges involved in successfully integrating any acquired operations or to otherwise realize any of the anticipated benefits of an acquisition, including any expected cost savings and synergies, our operations could be impaired.

In addition, the overall integration of an acquired business can be a time-consuming and expensive process that, without proper planning and effective and timely implementation, could significantly disrupt our business.

Other countries including the United Kingdom, Switzerland, Canada, Australia and South Korea are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals.

In March 2017, we issued and sold a total of $450 million in aggregate principal amount of 2024 Notes.

Over the last several years, we have rapidly increased in size.

We may take similar steps in the future.

Any failure to manage our growth, our spending during downturns, or the alignment of our resources may harm our business and operating results.

These laws and regulations may be mandatory.

We are an industry-leading provider of optical and photonic [removed: products,] [added: products] defined by revenue and market share, [removed: addressing a] [added: essential to] range of [removed: end-market applications including Optical Communications (“OpComms”)] [added: cloud, artificial intelligence] and [removed: Commercial Lasers (“Lasers”) for manufacturing, inspection] [added: machine learning (“AI/ML”), telecommunications, consumer,] and [removed: life-science] [added: industrial end-market] applications.

The two operating segments were primarily determined based on how the [removed: Chief Operating Decision Maker (“CODM”)] [added: CODM] views and evaluates our operations.

[removed: Operating results are regularly reviewed by the] [added: The] CODM [added: regularly reviews operating results] to make decisions about resources to be allocated to the segments and to assess their performance.

[removed: Additionally, our] [added: Our Cloud & Networking] products [removed: address enterprise, cloud, and data center applications,] [added: also support network equipment manufacturers building enterprise network infrastructure,] including [removed: storage-access] [added: storage-area] networks (“SANs”), local-area networks (“LANs”) and wide-area networks (“WANs”).

In the [removed: Consumer and Industrial market,] [added: consumer end-market,] our [removed: OpComms products include] laser light [removed: sources, which] [added: sources] are integrated into [added: our customers’] 3D sensing [removed: platforms being] [added: cameras, which are] used in [removed: applications for] mobile devices, [removed: gaming, computers,] [added: payment kiosks,] and other consumer electronics [removed: devices.][added: devices to enable applications including biometric identification, computational photography and virtual and augmented reality.]

Lumentum’s products and technology enable the scaling of [removed: these optical networks and] [added: cloud] data centers [added: and communications networks and] to higher capacities.

In addition, if our customers are unable to procure needed semiconductor components, [removed: this could reduce] their demand for our products [removed: and reduce our revenue.][added: will decrease.]

We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that [added: we make] these estimates, judgments and [removed: assumptions are made.][added: assumptions.]

To the extent there are differences between these estimates, judgments or assumptions and actual results, [added: these difference will affect] our financial [removed: statements will be affected.][added: statements.]

Based on certain assumptions and judgments made from the information available at that time, we determine the amount of allowance for [added: potential inventory obsolescence.]

Pursuant to Topic 606, [added: we recognize] our revenues [removed: are recognized] upon the application of the following steps:

The majority of our revenue comes from product sales, consisting of sales of [removed: Lasers and OpComms] hardware products to our customers.

[removed: Taxes] [added: We exclude from revenue the taxes] assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by us from a customer and deposited with the relevant government [removed: authority, are excluded from revenue.][added: authority.]

We typically offer a [removed: twelvemonth] [added: twelve-month] warranty for most of our products.

In addition, from [removed: time to time,] [added: time-to-time,] specific warranty accruals may be made if discrete technical problems arise.

The following table reflects the changes in contract balances as of [removed: July 1, 2023] [added: June 29, 2024] (*in millions, except percentages*):

| Contract balances | | | Balance sheet location | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | Change | | | | | | Percentage Change | | |

| Accounts receivable, net | | | Accounts receivable, net | | | $ | [removed: 246.1] [added: 194.7] | | | | | $ | [removed: 262.0] [added: 246.1] | | | | | $ | [removed: (15.9)] [added: (51.4)] | | | | | [removed: (6.1)] [added: (20.9)] | | % |

| Deferred revenue and customer deposits | | | Other current liabilities | | | $ | [removed: 2.1] [added: 0.6] | | | | | $ | [removed: —] [added: 2.1] | | | | | $ | [removed: 2.1] [added: (1.5)] | | | | | [removed: 100.0] [added: (71.4)] | | % |

Critical estimates in valuing intangible assets include, but are not limited to, discount [removed: rates] [added: rates, the period required for customer revenues to mature,] and future expected cash flows from customer relationships, acquired developed technology and acquired in-process research and development assets.

| | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | |

| Cost of sales | | | [removed: 63.0] [added: 75.3] | | | | | | [removed: 50.3] [added: 63.0] | | | | | | [removed: 51.5] [added: 50.3] | | |

| Amortization of acquired developed intangibles | | | [removed: 4.8] [added: 6.2] | | | | | | [removed: 3.7] [added: 4.8] | | | | | | [removed: 3.5] [added: 3.7] | | |

| Gross profit | | | [removed: 32.2] [added: 18.5] | | | | | | [removed: 46.0] [added: 32.2] | | | | | | [removed: 44.9] [added: 46.0] | | |

| Research and development | | | [removed: 17.4] [added: 22.2] | | | | | | [removed: 12.9] [added: 17.4] | | | | | | [removed: 12.3] [added: 12.9] | | |

| Selling, general and administrative | | | [removed: 19.7] [added: 22.9] | | | | | | [removed: 15.5] [added: 19.7] | | | | | | [removed: 13.9] [added: 15.5] | | |

| Restructuring and related charges | | | [removed: 1.6] [added: 5.3] | | | | | | [removed: (0.1)] [added: 1.6] | | | | | | [removed: 0.4] [added: (0.1)] | | |

| Total operating expenses | | | [removed: 38.7] [added: 50.4] | | | | | | [removed: 28.3] [added: 38.7] | | | | | | [removed: 14.7] [added: 28.3] | | |

| Income (loss) from operations | | | [removed: (6.5)] [added: (31.9)] | | | | | | [removed: 17.7] [added: (6.5)] | | | | | | [removed: 30.2] [added: 17.7] | | |

| Interest expense | | | [removed: (2.0)] [added: (2.5)] | | | | | | [removed: (4.7)] [added: (2.0)] | | | | | | [removed: (3.8)] [added: (4.7)] | | |

| Other income, net | | | [removed: 2.8] [added: 4.6] | | | | | | [removed: 0.7] [added: 2.8] | | | | | | [removed: 0.2] [added: 0.7] | | |

| Income (loss) before income taxes | | | [removed: (5.7)] [added: (29.8)] | | | | | | [removed: 13.7] [added: (5.7)] | | | | | | [removed: 26.6] [added: 13.7] | | |

| Income tax provision | | | [removed: 1.7] [added: 10.4] | | | | | | [removed: 2.1] [added: 1.7] | | | | | | [removed: 3.8] [added: 2.1] | | |

| Net income (loss) | | | [removed: (7.4)] [added: (40.2)] | | % | | | | [removed: 11.6] [added: (7.4)] | | % | | | | [removed: 22.8] [added: 11.6] | | % |

Financial Data for Fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | | | | | Percentage Change | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | | | | | Percentage Change | | |

| Net revenue | | | $ | [removed: 1,767.0] [added: 1,359.2] | | | | | $ | [removed: 1,712.6] [added: 1,767.0] | | | | | $ | [removed: 54.4] [added: (407.8)] | | | | | [removed: 3.2] [added: (23.1)] | | % | | | | $ | [removed: 1,712.6] [added: 1,767.0] | | | | | $ | [removed: 1,742.8] [added: 1,712.6] | | | | | $ | [removed: (30.2)] [added: 54.4] | | | | | [removed: (1.7)] [added: 3.2] | | % |

| Gross profit | | | $ | [removed: 569.0] [added: 251.5] | | | | | $ | [removed: 788.6] [added: 569.0] | | | | | $ | [removed: (219.6)] [added: (317.5)] | | | | | [removed: (27.8)] [added: (55.8)] | | % | | | | $ | [removed: 788.6] [added: 569.0] | | | | | $ | [removed: 783.1] [added: 788.6] | | | | | $ | [removed: 5.5] [added: (219.6)] | | | | | [removed: 0.7] [added: (27.8)] | | % |

| Gross margin | | | [removed: 32.2] [added: 18.5] | | % | | | | [removed: 46.0] [added: 32.2] | | % | | | | | | | | | | | | | | | | [removed: 46.0] [added: 32.2] | | % | | | | [removed: 44.9] [added: 46.0] | | % | | | | | | | | | | | | |

| Research and development | | | $ | [removed: 307.8] [added: 302.2] | | | | | $ | [removed: 220.7] [added: 307.8] | | | | | $ | [removed: 87.1] [added: (5.6)] | | | | | [removed: 39.5] [added: (1.8)] | | % | | | | $ | [removed: 220.7] [added: 307.8] | | | | | $ | [removed: 214.5] [added: 220.7] | | | | | $ | [removed: 6.2] [added: 87.1] | | | | | [removed: 2.9] [added: 39.5] | | % |

The advent of AI/ML has caused a dramatic surge in the growing demands on data networking in cloud data centers and accelerated the usage of optical components and modules.

Prior to fiscal year 2024, we operated in two reportable segments consisting of Optical Communications (“OpComms”) and Commercial Lasers (“Lasers”).

During the fiscal first quarter of 2024, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance.

We changed our organizational structure to better align with trends in our markets and our customer and product mix.

Our new operating segments are Cloud & Networking and Industrial Tech.

The Cloud & Networking segment includes the Telecom & Datacom product lines that were previously part of the OpComms segment.

The Industrial Tech segment includes previous Lasers segment and the Industrial & Consumer product lines that were previously part of the OpComms segment.

In conjunction with this change, our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of gross profit, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment.

Segment profit includes operating expenses directly managed by operating segments, including research and development, and direct sales and marketing expenses.

Segment profit does not include stock-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring and related charges, and certain other charges.

Additionally, we do not allocate corporate marketing and strategic marketing expenses and general and administrative expenses, as these expenses are not directly attributable to our operating segments.

Comparative prior period segment information has been recast to conform to the new segment structure and segment profitability measure.

The change in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.

Cloud & Networking

Our Cloud & Networking products include a comprehensive portfolio of optical and photonic components, modules, and subsystems supplied to network operator and network equipment manufacturer customers building cloud data center infrastructure, including products for artificial intelligence and machine learning (“AI/ML”) and data center interconnect (“DCI”) applications, and communications service provider networks, including products for access (local), metro (intracity), long-haul (city-to-city and worldwide), and submarine (undersea) network infrastructure.

Demand for our Cloud & Networking products is driven by the continual growth in network capacity required for cloud computing and services, including for AI/ML, streaming video and video conferencing, wireless and mobile devices, and internet of things (“IoT”).

Industrial Tech

Our Industrial Tech products include solid-state lasers, kilowatt-class fiber lasers, ultrafast lasers, diode lasers, and gas lasers, which address applications in numerous end-markets.

In the automotive end-market, our lasers are used in our customers’ LiDAR and other optical sensor devices, which are increasingly being used in advanced driver assistance systems (“ADAS”) and in-cabin driver and occupant monitoring systems.

In the industrial manufacturing end-market, our lasers are incorporated into our customers’ manufacturing machine tools used for the precision processing of materials in a range of industries including semiconductor device and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing.

Our products can also be used in the industrial end-market in imaging and sensing systems for process feedback and control, quality assurance, and waste reduction.

Adoption of our products in the industrial end-market is driven by the needs of customers to advance semiconductor and microelectronics industry roadmaps, and by Industry 4.0/5.0 trends, including increasing manufacturing precision and flexibility and reducing waste and environmental impact.

Demand for our products in the industrial end-market is driven by end-customer investments in manufacturing capacity.

Our lasers also address certain semiconductor inspection and life-science applications.

Cloud Light Acquisition

On November 7, 2023 (the “Closing date”), we completed the acquisition of Cloud Light.

Cloud Light designs, markets, and manufactures advanced optical modules for data center interconnect applications.

The acquisition enables us to be well-positioned to serve the growing needs of cloud & networking customers, particularly those focused on optimizing their data center infrastructure for the demands of AI/ML.

On the Closing date, we paid $705.0 million of total cash consideration to Cloud Light.

Additionally, each of Cloud Light’s outstanding options was exchanged for a combination of cash and options to acquire Lumentum common stock having equivalent value (the “replacement options”).

These replacement options have a total fair value of $38.9 million as of the Closing date, of which $23.5 million attributable to pre-acquisition service is recorded as part of the purchase price consideration and the remaining $15.4 million is recorded as post-acquisition stock-based compensation expense over the vesting period of three years from the Closing date.

We also incurred a total of $9.6 million of merger-related costs, representing professional and other direct acquisition costs, which was recorded as general and administrative expense in the consolidated statement of operations for the year ended June 29, 2024.

Although the supply chain constraints started to improve in the latter half of fiscal 2023, we felt its ongoing effects in fiscal 2024, as described below, and these constraints or effects may impact our ability to supply our products to our customers and may reduce our revenue and profit margin if they continue or reoccur.

Accordingly, customer orders have declined in recent periods and certain customers have not taken the shipments we had originally projected due to their inventory management.

As customers manage their inventory down, our revenue has declined and our margins are adversely impacted as we are not able to fully recover

costs, such as underutilized manufacturing capacity, associated with the forecasted demand and we may incur excess and obsolescence charges from unsold inventory.

In the fiscal fourth quarter of 2024, inventory reduced by $22.3 million compared to the fiscal third quarter of 2024, due to our focused effort to manage our production and inventory levels.

Over the next several quarters, we plan to continue to manage our inventory closely and lower the days of inventory on hand.

| Cloud & Networking | | | 79.8 | | % | | | | 74.8 | | % | | | | 58.9 | | % |

| Industrial Tech | | | 20.2 | | | | | | 25.2 | | | | | | 41.1 | | |

We have two operating segments, OpComms and Lasers.

Other factors, including market separation and customer specific applications, go-to-market channels, products and manufacturing, are considered in determining the formation of these operating segments.

OpComms

Our OpComms products address the following markets: Telecom, Datacom and Consumer and Industrial.

Our OpComms products include a wide range of components, modules and subsystems to support customers including carrier networks for access (local), metro (intracity), long-haul (city-to-city and worldwide) and submarine (undersea) applications.

These products enable the transmission and transport of video, audio and data over high-capacity fiber-optic cables.

We maintain leading positions in these fast-growing OpComms markets through our extensive product portfolio, including reconfigurable optical add/drop multiplexers (“ROADMs”), coherent dense wavelength division multiplexing (“DWDM”) pluggable transceivers, and tunable small form-factor pluggable transceivers.

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

New emerging applications include virtual and augmented reality, as well as automotive and industrial segments.

Our products include vertical cavity surface emitting lasers (“VCSELs”) and edge emitting lasers which are used in 3D sensing depth imaging systems.

These systems simplify the way people interact with technology by enabling the use of natural user interfaces.

Systems are used for biometric identification, surveillance, and process efficiency, among numerous other application spaces.

Emerging applications for this technology include various mobile device applications, autonomous vehicles, self-navigating robotics and drones in industrial applications and 3D capture of objects coupled with 3D printing.

In addition, our industrial diode lasers are used primarily as pump sources for pulsed and kilowatt class fiber lasers.

Lasers

Our Lasers products serve our customers in markets and applications such as sheet metal processing, general manufacturing, solar, biotechnology, graphics and imaging, remote sensing, and precision machining such as drilling in printed circuit boards, wafer singulation, glass cutting and solar cell scribing.

Our Lasers products are used in a variety of OEM applications including diode-pumped solid-state, fiber, diode, direct-diode and gas lasers such as argon-ion and helium-neon lasers.

Fiber lasers provide kW-class output powers combined with excellent beam quality and are used in sheet metal processing and metal welding applications.

Diode-pumped solid-state lasers provide excellent beam quality, low noise and exceptional reliability and are used in biotechnology, graphics and imaging, remote sensing, materials processing and precision machining applications.

Diode and direct-diode lasers address a wide variety of applications, including laser pumping, thermal exposure, illumination, ophthalmology, image recording, printing, plastic welding and selective soldering.

Gas lasers such as argon-ion and helium-neon lasers provide a stable, low-cost and reliable solution over a wide range of operating conditions, making them well-suited for complex, high-resolution OEM applications such as flow cytometry, DNA sequencing, graphics and imaging and semiconductor inspection.

We also provide high-powered and ultrafast lasers for the industrial and scientific markets.

Manufacturers use high-power, ultrafast lasers to create micro parts for consumer electronics and to process semiconductor, LED, solar cells, and other types of chips.

Use of ultrafast lasers for micromachining applications is being driven primarily by the increasing use of renewable energy, consumer electronics and connected devices globally.

Frictionless and contactless biometric security and access control is of increasing focus globally given the world’s experience with the COVID-19 pandemic.

Mergers and Acquisitions

NeoPhotonics Merger

On August 3, 2022 (the “Closing date”), we completed our merger with NeoPhotonics Corporation (“NeoPhotonics”).

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

The integrated company is 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, NeoPhotonics stockholders received $16.00 per share for each of the NeoPhotonics common stock they own at the Closing date.

As a result, we paid $867.3 million of cash consideration to shareholders of NeoPhotonics on the Closing date.

As contemplated by the merger agreement, on January 14, 2022, Lumentum and NeoPhotonics entered into a credit agreement where Lumentum 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 increase 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 was payable monthly in arrears on the first day of each month.

The loans would have matured on January 14, 2024, unless earlier repaid or accelerated.

The $50.0 million loans in aggregate were not settled at the Closing date, and therefore, were included as part of the total purchase price consideration.

We paid $22.6 million cash consideration to shareholders of NeoPhotonics for the vested and accelerated NeoPhotonics equity awards, of which $13.6 million was allocated to the purchase price consideration.

The remaining $9.0 million related to the payment of change-in-control provisions for certain executives, which were recognized as post-combination expenses due to the dual-trigger nature of the arrangements.

Due to the impact of changes in foreign currency exchange rates between the U.S. Dollar and foreign currencies, we recorded foreign exchange gains of [removed: $7.0] [added: $0.8] million in fiscal [removed: 2023,] [added: 2024,] foreign exchange gains of [removed: $6.1] [added: $7.0] million in fiscal [removed: 2022,] [added: 2023] and foreign exchange losses of [removed: $4.4] [added: $6.1] million in fiscal [removed: 2021,] [added: 2022] in the consolidated statements of operations.

We are exposed to equity price risk related to the conversion options embedded in our 2029 Notes, 2028 [removed: Notes, 2026] Notes and [removed: 2024] [added: 2026] Notes.

We issued the 2029 Notes in June 2023, the 2028 Notes in March [removed: 2022,] [added: 2022 and] the 2026 Notes in December 2019 [removed: and the 2024 Notes in March 2017] with an aggregate principal amount of $603.7 million, $861.0 [removed: million, $1,050.0] million and [removed: $450.0] [added: $1,050.0] million, respectively.

The 2029 Notes, 2028 Notes and 2026 Notes are carried at face value less issuance [removed: costs, while the 2024 Notes are carried at face value less amortized discount and issuance] costs on the condensed consolidated balance sheet.

The 2029 Notes, 2028 [removed: Notes, 2026] Notes and [removed: the 2024] [added: 2026] Notes bear interest at a rate of 1.50%, [removed: 0.50%,] 0.50% and [removed: 0.25%] [added: 0.50%] per year, respectively.

The 2029 Notes, 2028 Notes and 2026 Notes will mature on December 15, 2029, June 15, [removed: 2028,] [added: 2028 and] December 15, [removed: 2026] [added: 2026,] respectively, unless earlier repurchased by us or converted pursuant to their terms, [removed: and have] [added: at] a conversion price of approximately $69.54 per share for the 2029 Notes, [removed: approximately] $131.03 per share for the 2028 Notes and [removed: approximately] $99.29 per share for the 2026 Notes.

As of [removed: July 1, 2023,] [added: June 29, 2024,] we had cash, cash equivalents, and short-term investments of [removed: $2,013.6] [added: $887.0] million.

As of [removed: July 1, 2023,] [added: June 29, 2024,] the weighted-average life of our investment portfolio was approximately six months.

Based on our investment portfolio balance as of [removed: July 1, 2023,] [added: June 29, 2024,] 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: $8.2] [added: $2.4] 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: $4.1] [added: $1.2] million.

As of [removed: July 1, 2023,] [added: June 29, 2024,] we had approximately [removed: $254.3] [added: $196.9] 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, and have a conversion price of approximately $60.62 per share.

Lumentum Holdings Inc. (“we,” “us,” “our”, “Lumentum” or the “Company”) is an industry-leading provider of optical and photonic products [removed: addressing] [added: essential to] a range of [removed: end-market applications including Optical Communications (“OpComms”)] [added: cloud, artificial intelligence] and [removed: Commercial Lasers (“Lasers”) for manufacturing, inspection] [added: machine learning (“AI/ML”), telecommunications, consumer,] and [removed: life-science] [added: industrial end-market] applications.

We [removed: believe the] [added: operate within] global markets [removed: in which Lumentum participates have fundamentally] [added: characterized by] robust, long-term [added: growth] trends that [removed: will increase the need] [added: are increasing demand] for our [removed: photonics] products and technologies.

Our headquarters are located in San Jose, California, and we employed approximately [removed: 7,500] [added: 7,257] full\-time employees around the world as of [removed: July 1, 2023.][added: June 29, 2024.]

In 2015, [added: the remaining parent company,] JDSU was renamed Viavi Solutions Inc. (“Viavi”).

Uniphase was originally a supplier of commercial lasers, and [removed: later,] [added: later became] a leading supplier of optical transmission products.

Subsequent acquisitions by JDSU broadened the depth and breadth of [removed: the OpComms and Lasers] [added: what is now Lumentum’s] businesses, as well as the intellectual property, technology and product [removed: offerings,] [added: offerings] of [removed: what is now Lumentum.][added: the company.]

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

These technologies will [added: continue to] enable us to develop highly integrated products to satisfy our [removed: communications] customers’ ever-increasing needs for smaller, lower power and lower cost optical [added: and photonic] products.

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 mix and [removed: positions] [added: helps position] us [removed: strongly] [added: well] to meet the future needs of our customers.

In August 2022, we completed [removed: our merger with] [added: the acquisition of] NeoPhotonics Corporation (“NeoPhotonics”).

The addition of NeoPhotonics [removed: expands] [added: expanded] our opportunities in [removed: some of the fastest growing markets for] optical components used in cloud and telecom network infrastructure.

In August 2022, we completed a transaction to acquire IPG Photonics’ telecom transmission product lines (“IPG telecom transmission product lines”) that develop and market products for use in telecommunications and datacenter infrastructure, including [added: coherent] Digital Signal Processors (“DSPs”), application-specific integrated circuits (“ASICs”) and optical transceivers.

Our business is driven by end-market applications [removed: which benefit from] [added: leveraging] the performance advantages of [added: advanced] optical and [removed: photonics] [added: photonic] solutions.

Our optical and [removed: laser] [added: photonic] solutions, developed in close [removed: collaboration] [added: partnership] with [removed: OEM partners] [added: OEMs] and end users, are well-positioned to [removed: meet demand resulting from] [added: capitalize on] these [removed: trends.][added: emerging market opportunities.]

For more information on risks associated with the [removed: COVID-19 outbreak] [added: change in geopolitical landscape] and regulatory actions, refer [added: to] Item 1A “Risk Factors” of this Annual Report.

The two operating segments were primarily determined based on how [removed: our Chief Operating Decision Maker (“CODM”)] [added: the CODM] views and evaluates our operations.

[removed: Operating results are regularly reviewed by our] [added: The] CODM [added: regularly reviews operating results] to make decisions about resources to be allocated to the segments and to assess their performance.

We do not track [added: all of] our property, [removed: plant,] [added: plant] and equipment by operating segments.

For the geographic identification of these assets and for further information regarding our operating segments, refer to “Note [removed: 18.][added: 17.]

Our [removed: OpComms] [added: Cloud & Networking] products include a [removed: wide range] [added: comprehensive portfolio] of [added: optical and photonic] components, [removed: modules] [added: modules,] and subsystems [added: supplied] to [removed: support customers] [added: cloud and communications network operators and network equipment manufacturers building cloud data center infrastructure,] including [removed: carrier networks] [added: products] for [added: AI/ML and data center interconnect (“DCI”) applications, and communications service provider networks, including products for] access (local), metro (intracity), long-haul (city-to-city and [removed: worldwide)] [added: worldwide),] and submarine (undersea) [removed: applications.][added: network infrastructure.]

In the [removed: Consumer] [added: consumer] end-market, our laser light sources are integrated into [added: our customers’] 3D sensing [removed: cameras] [added: cameras,] which are used in [removed: applications in] mobile [removed: devices, gaming, payment kiosks, computers,] [added: devices] and other consumer electronics [removed: devices.][added: devices to enable applications including biometric identification, computational photography and virtual and augmented reality.]

Applications [removed: include] [added: span] biometric identification, computational photography, virtual and augmented reality, and natural user interfaces.

[removed: In] [added: Within] the industrial [removed: end-market,] [added: market,] our diode lasers [removed: are used primarily] [added: serve] as pump sources for [removed: pulsed and kilowatt class] [added: high-power] fiber [removed: lasers.][added: lasers used in metal fabrication and other demanding applications.]

During fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] 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:

| | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | |

| Apple | | | [removed: 12.1] [added: *] | | [removed: %] | | | | [removed: 28.7] [added: 12.1] | | % | | | | [removed: 30.2] [added: 28.7] | | % |

| Ciena | | | [removed: 15.3] [added: 11.4] | | % | | | | [removed: 12.6] [added: 15.3] | | % | | | | [removed: 10.1] [added: 12.6] | | % |

| Nokia | | | [removed: 10.5] [added: *] | | [removed: %] | | | | [removed: *] [added: 10.5] | | [added: %] | | | | * | | |

| *Represents less than 10% of total net [removed: revenue.] [added: revenue] | | | | | | | | | | | | | | | | | |

[removed: Our] [added: For] transport [removed: products, such as] [added: solutions, we provide] ROADMs, [removed: amplifiers] [added: optical amplifiers,] and optical channel monitors [removed: provide switching, routing] [added: to efficiently switch, route,] and [removed: the conditioning of] [added: condition] optical signals.

In our [removed: OpComms] [added: Cloud & Networking] segment, we are focused on technology leadership through innovation [added: in close partnership] with our customers, cost leadership and functional [added: and vertical] integration.

We endeavor to align the latest technologies with industry leading, scalable manufacturing and operations to [removed: drive the next phase of optical communications technologies and products for Telecom, Datacom, and Consumer and Industrial applications that are faster, more energy efficient, more agile and more reliable, making] [added: make] us a valuable business and technology partner for [removed: NEMs, network operators, consumer electronic companies,] cloud [removed: service providers and] data center [removed: operators.][added: and network operators, AI/ML infrastructure providers, and NEMs.]

We compete against various public and private companies providing optical communications [removed: components.][added: components, modules, and systems.]

Some of these competitors are also our [removed: customers.][added: customers for certain of our products.]

[removed: Fiber] [added: Our fiber] lasers [removed: provide kW-class] [added: deliver kilowatt-class] output [removed: powers combined with] [added: power and] excellent beam [removed: quality and are used in] [added: quality, making them ideal for] sheet metal processing and [removed: metal welding] [added: general manufacturing] applications.

We compete against various public and private companies in the [removed: commercial laser] [added: industrial and consumer] markets we serve.

During fiscal 2023, we completed our [removed: merger with NeoPhotonics and the] acquisition of [added: NeoPhotonics and] IPG telecom transmission product lines.

We devote substantial resources to research and development (“R&D”) for the development of new and enhanced products to serve our [removed: markets.][added: current markets and attractive new markets for our technology.]

[removed: Once the design of a product is complete, our] [added: We also expend significant] engineering [removed: efforts shift] [added: resources] to [removed: enhancing] [added: enhance] both product performance and our ability to manufacture [removed: it] [added: products] in greater volume and at lower cost.

In our [removed: OpComms] [added: Cloud & Networking] segment, we are maintaining our capability to provide [added: leading] products throughout the network, while focusing on several important sub-segments.

We operate in two end-market focused reportable segments, Cloud & Networking and Industrial Tech.

Our Cloud & Networking products also support network equipment manufacturers building enterprise network infrastructure.

Demand for our Cloud & Networking products is driven by the rapid growth in cloud and network capacity required for expanding cloud computing and services, including for AI/ML, streaming video and video conferencing, gaming, wireless and mobile devices, and internet of things (“IoT”).

Our Industrial Tech products include solid-state lasers, kilowatt-class fiber lasers, diode lasers, ultrafast lasers, and gas lasers, which address applications in numerous end-markets.

In the industrial manufacturing end-market, our lasers are incorporated into our customers’ manufacturing machine tools used for the precision processing of materials in a range of industries including semiconductor device and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing.

Our lasers also address certain semiconductor inspection and life-science applications.

Our products can also be used in the industrial end-market in imaging and sensing systems for process feedback and control, quality assurance, and waste reduction.

Adoption of our products in the industrial end-market is driven by the needs of customers to advance semiconductor and microelectronics industry roadmaps, including those that support cloud data center and AI/ML infrastructure, and by Industry 4.0/5.0 trends, including increasing manufacturing precision and flexibility and reducing waste and environmental impact.

Demand for our products in the industrial end-market is driven by end-customer investments in manufacturing capacity.

In the automotive end-market, our lasers are used in our customers’ LiDAR and other optical sensor devices, which are being used in advanced driver assistance systems (“ADAS”) and in-cabin driver and occupant monitoring systems.

In December 2018, we completed the acquisition of Oclaro, Inc. (“Oclaro”).

In November 2023, we completed the acquisition of Cloud Light Technology Limited (“Cloud Light”).

Cloud Light designs, markets, and manufactures advanced optical modules for data center interconnect applications.

The acquisition enables us to be well-positioned to serve the growing needs of cloud and networking customers, particularly those customers focused on optimizing their data center infrastructure for the demands of AI/ML.

The convergence of factors including the growing reliance on data transmission, the rapid adoption of AI/ML, and the increasing digitalization of society is driving expansion in cloud data centers and the demand for higher-bandwidth network solutions.

Lumentum's products and technologies are at the forefront of these trends, engineered to support increased data volumes and computational loads while meeting the industry's need for advanced network capabilities.

Additionally, the manufacturing industry's pursuit of higher precision, innovative materials, and improved efficiency fuels demand for industrial laser-based solutions.

Lumentum is well-positioned to capitalize on this trend through the provision of ultrafast lasers for micromachining and advanced material processing, as well as laser-based 3D sensing and LiDAR technologies for applications across various sectors.

While we maintain a positive outlook on the long-term prospects for our products and technologies, we acknowledge the presence of industry and market risks and uncertainties.

Fluctuations in supply and demand, exacerbated by the COVID-19 pandemic and subsequent inventory adjustments, coupled with evolving export regulations, have led to volatility in our financial performance and created uncertainty regarding future customer demand.

*Industry Inventory Correction*

In response to supply shortages caused by the COVID-19 pandemic, certain customers accumulated higher-than-normal inventory levels, including our products, as a precautionary measure.

As supply constraints started easing, towards the latter half of fiscal year 2023, customers began reducing purchases of our products to align their inventory levels with more normalized levels of end-market demand.

This inventory correction was amplified by similar actions subsequently taken by our customers' customers, who also sought to reduce their excess inventory by decreasing purchases.

Consequently, our business has experienced a prolonged period of lower revenue, leading to significant underutilization of manufacturing capacity and reduced profit margins in fiscal year 2024.

While we anticipate an eventual normalization of inventory levels across the supply chain, the timing and pace of this recovery remain uncertain and could be influenced by macroeconomic and financial market conditions.

*Geopolitical Landscape Developments*

As a global business with operations spanning diverse geographic regions, we are exposed to geopolitical risks.

Fluctuations in the geopolitical landscape, including war, military conflicts, changes in export regulations, and shifts in national priorities and foreign relations policies, can significantly impact our business.

For instance, modifications to trade restrictions and export regulations can adversely affect both product demand and our ability to supply customers, which would harm revenue and profit margins.

Recent and continuing changes in export regulations pertaining to specific Chinese customers have resulted in substantial revenue losses from the Chinese market and inventory write-offs.

Moreover, disruptions in our customers' supply chains due to geopolitical events could reduce or delay their demand for our products, ultimately impacting our revenue.

Prior to fiscal year 2024, we operated in two reportable segments consisting of Optical Communications (“OpComms”) and Commercial Lasers (“Lasers”).

During the fiscal first quarter of 2024, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance.

We changed our organizational structure to better align with trends in our markets and our customer and product mix.

Beginning in fiscal year 2024, our new operating segments are Cloud & Networking and Industrial Tech.

The Cloud & Networking segment includes the Telecom & Datacom product lines that were previously part of the OpComms segment.

The Industrial Tech segment includes the previous Lasers segment and the Industrial & Consumer product lines that were previously part of the OpComms segment.

In conjunction with this change, our CODM began to evaluate each segment’s performance and allocates resources based on segment revenue and segment profit, instead of gross profit, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment.

Segment profit includes operating expenses directly managed by operating segments, including research and development, and direct sales and marketing expenses.

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 imaging and sensing for consumer electronics and diode light sources for a variety of consumer and industrial applications.

The majority of our customers have historically been, and are currently, original equipment manufacturers (“OEMs”) that incorporate our products into their products, which then address end-market applications.

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

Similarly, many of our Lasers products customers incorporate our products into tools they produce, which are used for manufacturing processes by their customers.

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

We believe the world is becoming more reliant on ever-increasing amounts of data flowing through optical networks and data centers.

Lumentum’s products and technology enable the scaling of these optical networks and data centers to higher capacities.

We expect that the accelerating shift to digital and virtual approaches to many aspects of work and life will continue into the future.

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 challenges that our technology addresses.

As manufacturers demand higher levels of precision, new materials, and factory and energy efficiency, suppliers of manufacturing tools globally are turning to laser-based approaches, including the types of lasers Lumentum supplies.

Laser-based 3D sensing and LiDAR for security, industrial and automotive applications are rapidly developing markets.

The technology enables computer vision applications that enhance security, safety, and new functionality in the electronic devices that people rely on every day.

The use of LiDAR and in-cabin 3D sensing in automobile and delivery vehicles over time significantly adds to our long-term market opportunity.

Frictionless and contactless biometric security and access control is of increasing focus globally given the world’s experience with the COVID-19 pandemic.

Additionally, we expect 3D-enabled machine vision solutions to expand significantly in industrial applications in the coming years.

We operate in two reportable segments: OpComms and Lasers.

Notable amongst these acquisitions in the OpComms business were Agility Communications, Inc. in 2005 and Picolight, Inc. in 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.

Notable acquisitions in the Lasers business were Lightwave Electronics Corporation in 2005 and Time-Bandwidth Products Inc. in 2014.

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

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

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 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 the internet of things (“IoT”), 5G, and next-generation mobile networks, and the transition to advanced cloud computing architectures.

This acquisition has expanded our business in the OpComms segment.

The OpComms markets we serve are experiencing increasing needs for higher data transmission speeds, fiber optic network capacity and network agility.

This is driven by rapid growth in both the number of higher bandwidth broadband applications such as high-definition video, online gaming, cloud computing, artificial intelligence and machine learning, and the number and scale of datacenters that require fiber optic links to enable the higher speeds and increased scale necessary to deliver high bandwidth video and other services.

Our technology, which was originally developed for communications 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 have been and are continuing to be designed into emerging automotive, industrial, security, safety and surveillance applications.

In the Lasers markets, customer demand is driven by the need to enable faster, higher precision volume manufacturing techniques with lower power consumption, more environmentally friendly, reduced manufacturing footprint and increased productivity.

These capabilities are critical as industries develop products that are smaller and lighter, increasing productivity and yield and lowering their energy consumption.

We do, however, expect to continue to encounter a number of industry and market risks and uncertainties.

These risks and uncertainties may limit our visibility, and consequently, our ability to predict future revenue, profitability and general financial 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 years and has created volatility and uncertainty in our future demand.

*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.

COVID-19 also created dynamics in the semiconductor component supply chains that have led to shortages of the types of components we and our customers require in our products.

Although the supply chain constraints have improved in the latter half of fiscal 2023, these shortages impacted our ability to meet demand and generate revenue from certain products in fiscal 2022 and fiscal 2023.

If these shortages happen again in the future, they will impact our ability to supply our products to our customers and may reduce our revenue and profit margin.

In addition, if our customers are unable to procure needed semiconductor components, this could reduce their demand for our products and reduce our revenue.

The impact of semiconductor component shortages may continue in the near term with the exhaustion of supplier and customer buffer inventories and safety stocks.

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

We are subject to a variety of claims and suits that arise from [removed: time to time] [added: time-to-time] in the ordinary course of our business.

For a description of our material pending legal proceedings, refer to “Note [removed: 17.][added: 16.]

For the fiscal year ended [removed: July 1, 2023][added: June 29, 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $1,949] [added: $2,152] million, based on the closing sales price of the registrant’s common stock on December [removed: 30, 2022] [added: 29, 2023] (the last business day of the registrant’s most recently completed second fiscal quarter) of [removed: $52.17] [added: $52.42] per share, as reported on the NASDAQ Stock Market.

As of August [removed: 16, 2023,] [added: 14, 2024,] the Registrant had [removed: 66.7] [added: 68.0] million shares of common stock outstanding.

Portions of the information called for by Part III of this Annual Report on Form 10-K are hereby incorporated by reference from the definitive proxy statement for the [removed: Registrant’s] [added: registrant’s] annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the [removed: Registrant’s] [added: registrant’s] fiscal year ended [removed: July 1, 2023.][added: June 29, 2024.]

| | | | [ITEM [removed: 1.](#ic267110da33842429c6bb39adb83d35b_16)] [added: 1.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_16)] | | | [removed: [BUSINESS](#ic267110da33842429c6bb39adb83d35b_16)] [added: [BUSINESS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_16)] | | | [removed: [2](#ic267110da33842429c6bb39adb83d35b_16)] [added: [2](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_16)] | | |

| | | | [ITEM [removed: 1A.](#ic267110da33842429c6bb39adb83d35b_52)] [added: 1A.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_52)] | | | [RISK [removed: FACTORS](#ic267110da33842429c6bb39adb83d35b_52)] [added: FACTORS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_52)] | | | [removed: [12](#ic267110da33842429c6bb39adb83d35b_52)] [added: [11](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_52)] | | |

| | | | [ITEM [removed: 1B.](#ic267110da33842429c6bb39adb83d35b_55)] [added: 1B.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_55)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#ic267110da33842429c6bb39adb83d35b_55)] [added: COMMENTS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_55)] | | | [removed: [39](#ic267110da33842429c6bb39adb83d35b_55)] [added: [37](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_55)] | | |

| | | | [ITEM [removed: 2.](#ic267110da33842429c6bb39adb83d35b_58)] [added: 2.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_58)] | | | [removed: [PROPERTIES](#ic267110da33842429c6bb39adb83d35b_58)] [added: [PROPERTIES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_58)] | | | [removed: [40](#ic267110da33842429c6bb39adb83d35b_58)] [added: [39](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_58)] | | |

| | | | [ITEM [removed: 3.](#ic267110da33842429c6bb39adb83d35b_61)] [added: 3.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_61)] | | | [LEGAL [removed: PROCEEDINGS](#ic267110da33842429c6bb39adb83d35b_61)] [added: PROCEEDINGS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_61)] | | | [removed: [40](#ic267110da33842429c6bb39adb83d35b_61)] [added: [39](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_61)] | | |

| | | | [ITEM [removed: 4.](#ic267110da33842429c6bb39adb83d35b_64)] [added: 4.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_64)] | | | [MINE SAFETY [removed: DISCLOSURES](#ic267110da33842429c6bb39adb83d35b_64)] [added: DISCLOSURES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_64)] | | | [removed: [40](#ic267110da33842429c6bb39adb83d35b_64)] [added: [39](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_64)] | | |

| | | | [ITEM [removed: 5.](#ic267110da33842429c6bb39adb83d35b_70)] [added: 5.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_70)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ic267110da33842429c6bb39adb83d35b_70)] [added: SECURITIES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_70)] | | | [removed: [41](#ic267110da33842429c6bb39adb83d35b_70)] [added: [40](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_70)] | | |

| | | | [ITEM [removed: 6.](#ic267110da33842429c6bb39adb83d35b_73)] [added: 6.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_73)] | | | [removed: [RESERVED](#ic267110da33842429c6bb39adb83d35b_73)] [added: [RESERVED](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_73)] | | | [removed: [42](#ic267110da33842429c6bb39adb83d35b_73)] [added: [41](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_73)] | | |

| | | | [ITEM [removed: 7.](#ic267110da33842429c6bb39adb83d35b_76)] [added: 7.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_76)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ic267110da33842429c6bb39adb83d35b_76)] [added: OPERATIONS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_76)] | | | [removed: [43](#ic267110da33842429c6bb39adb83d35b_76)] [added: [42](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_76)] | | |

| | | | [ITEM [removed: 7A.](#ic267110da33842429c6bb39adb83d35b_139)] [added: 7A.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_139)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ic267110da33842429c6bb39adb83d35b_139)] [added: RISK](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_139)] | | | [removed: [64](#ic267110da33842429c6bb39adb83d35b_139)] [added: [60](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_139)] | | |

| | | | [ITEM [removed: 8.](#ic267110da33842429c6bb39adb83d35b_142)] [added: 8.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_142)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ic267110da33842429c6bb39adb83d35b_142)] [added: DATA](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_142)] | | | [removed: [65](#ic267110da33842429c6bb39adb83d35b_142)] [added: [61](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_142)] | | |

| | | | [ITEM [removed: 9.](#ic267110da33842429c6bb39adb83d35b_247)] [added: 9.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_244)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ic267110da33842429c6bb39adb83d35b_247)] [added: DISCLOSURE](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_244)] | | | [removed: [126](#ic267110da33842429c6bb39adb83d35b_247)] [added: [122](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_244)] | | |

| | | | [ITEM [removed: 9A.](#ic267110da33842429c6bb39adb83d35b_250)] [added: 9A.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_247)] | | | [CONTROLS AND [removed: PROCEDURES](#ic267110da33842429c6bb39adb83d35b_250)] [added: PROCEDURES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_247)] | | | [removed: [127](#ic267110da33842429c6bb39adb83d35b_250)] [added: [122](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_247)] | | |

| | | | [ITEM [removed: 9B.](#ic267110da33842429c6bb39adb83d35b_253)] [added: 9B.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_253)] | | | [OTHER [removed: INFORMATION](#ic267110da33842429c6bb39adb83d35b_253)] [added: INFORMATION](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_253)] | | | [removed: [129](#ic267110da33842429c6bb39adb83d35b_253)] [added: [124](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_253)] | | |

| | | | [ITEM [removed: 9C.](#ic267110da33842429c6bb39adb83d35b_256)] [added: 9C.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_256)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ic267110da33842429c6bb39adb83d35b_256)] [added: INSPECTIONS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_256)] | | | [removed: [129](#ic267110da33842429c6bb39adb83d35b_256)] [added: [124](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_256)] | | |

| [PART [removed: III](#ic267110da33842429c6bb39adb83d35b_259)] [added: III](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_259)] | | | | | | | | | | | |

| | | | [ITEM [removed: 10.](#ic267110da33842429c6bb39adb83d35b_262)] [added: 10.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_262)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ic267110da33842429c6bb39adb83d35b_262)] [added: GOVERNANCE](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_262)] | | | [removed: [130](#ic267110da33842429c6bb39adb83d35b_262)] [added: [125](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_262)] | | |

| | | | [ITEM [removed: 11.](#ic267110da33842429c6bb39adb83d35b_265)] [added: 11.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_265)] | | | [EXECUTIVE [removed: COMPENSATION](#ic267110da33842429c6bb39adb83d35b_265)] [added: COMPENSATION](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_265)] | | | [removed: [130](#ic267110da33842429c6bb39adb83d35b_265)] [added: [125](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_265)] | | |

| | | | [ITEM [removed: 12.](#ic267110da33842429c6bb39adb83d35b_268)] [added: 12.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_268)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ic267110da33842429c6bb39adb83d35b_268)] [added: MATTERS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_268)] | | | [removed: [130](#ic267110da33842429c6bb39adb83d35b_268)] [added: [125](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_268)] | | |

| | | | [ITEM [removed: 13.](#ic267110da33842429c6bb39adb83d35b_271)] [added: 13.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_271)] | | | [CERTAIN RELATIONSHIPS AND RELATED [removed: TRANSACTIONS](#ic267110da33842429c6bb39adb83d35b_271)[,](#ic267110da33842429c6bb39adb83d35b_271) [AND] [added: TRANSACTIONS, AND] DIRECTOR [removed: INDEPENDENCE](#ic267110da33842429c6bb39adb83d35b_271)] [added: INDEPENDENCE](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_271)] | | | [removed: [130](#ic267110da33842429c6bb39adb83d35b_271)] [added: [125](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_271)] | | |

| | | | [ITEM [removed: 14.](#ic267110da33842429c6bb39adb83d35b_274)] [added: 14.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_274)] | | | [PRINCIPAL [removed: ACCOUNT](#ic267110da33842429c6bb39adb83d35b_274)[ANT](#ic267110da33842429c6bb39adb83d35b_274) [FEES] [added: ACCOUNTANT FEES] AND [removed: SERVICES](#ic267110da33842429c6bb39adb83d35b_274)] [added: SERVICES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_274)] | | | [removed: [130](#ic267110da33842429c6bb39adb83d35b_274)] [added: [125](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_274)] | | |

| [PART [removed: IV](#ic267110da33842429c6bb39adb83d35b_277)] [added: IV](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_277)] | | | | | | | | | | | |

| | | | [ITEM [removed: 15.](#ic267110da33842429c6bb39adb83d35b_280)] [added: 15.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_280)] | | | [removed: [EXHIBIT](#ic267110da33842429c6bb39adb83d35b_280) [](#ic267110da33842429c6bb39adb83d35b_280)[AND](#ic267110da33842429c6bb39adb83d35b_280) [](#ic267110da33842429c6bb39adb83d35b_280)[FINANCIAL STATEMENT](#ic267110da33842429c6bb39adb83d35b_280) [SCHEDULES](#ic267110da33842429c6bb39adb83d35b_280)] [added: [EXHIBIT AND FINANCIAL STATEMENT SCHEDULES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_280)] | | | [removed: [131](#ic267110da33842429c6bb39adb83d35b_280)] [added: [126](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_280)] | | |

| | | | [ITEM [removed: 16.](#ic267110da33842429c6bb39adb83d35b_283)] [added: 16.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_283)] | | | [FORM 10-K [removed: SUMMARY](#ic267110da33842429c6bb39adb83d35b_283)] [added: SUMMARY](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_283)] | | | [removed: [135](#ic267110da33842429c6bb39adb83d35b_283)] [added: [129](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_283)] | | |

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as [removed: amended,] [added: amended] (the “Exchange Act”).

These statements relate to, among other things, our markets and industry, products and strategy, the impact of export regulation changes, [added: the expected benefits of our acquisitions,] macroeconomic conditions, including supply chain [removed: conditions,] [added: conditions and inventory management by our customers,] the [removed: impact] [added: effects] of the COVID-19 [removed: pandemic and related responses of business and governments to the] pandemic, instability and uncertainty in the banking and financial services markets, and tightening credit markets on our business and results of operations, sales, gross margins, operating expenses, capital expenditures and requirements, liquidity, product development and [removed: R&D] [added: research and development] efforts, manufacturing plans, litigation, effective tax rates and tax reserves, our corporate and financial reporting structure, our plans for growth and innovation, our expectations regarding U.S.-China relations, market and regulatory conditions, trends and uncertainties in our business and financial results, [removed: our merger with NeoPhotonics] and [removed: acquisition of IPG Photonics’ telecom transmission product lines (“IPG telecom transmission product lines”), and the successful integration of NeoPhotonics’ 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.

Factors that could cause or contribute to such differences include, but are not limited to, those discussed in [removed: Item 1A] [added: the section entitled] “Risk Factors” [added: included under Part I, Item 1A] of this Annual Report.

| [PART I](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_13) | | | | | | | | | | | |

| | | | [ITEM 1C.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_2394) | | | [CYBERSECURITY](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_2394) | | | [37](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_2394) | | |

| [PART II](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_67) | | | | | | | | | | | |

| [SIGNATURES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_286) | | | | | | | | | [130](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_286) | | |

| [PART I](#ic267110da33842429c6bb39adb83d35b_13) | | | | | | | | | | | |

| [PART II](#ic267110da33842429c6bb39adb83d35b_67) | | | | | | | | | | | |

| [SIGNATURES](#ic267110da33842429c6bb39adb83d35b_286) | | | | | | | | | [136](#ic267110da33842429c6bb39adb83d35b_286) | | |

Risk Management and Strategy

Cybersecurity risk management is an important part of and is integrated into our overall enterprise risk management framework, with cybersecurity risks being among the core enterprise risks identified for oversight by our Board of Directors (the “Board”) through our annual enterprise risk assessment.

We maintain an enterprise-wide cybersecurity risk assessment program and framework that is designed to identify, assess, and manage cybersecurity risk, vulnerabilities, and threats.

The foundation of our cybersecurity program is based on the International Organization for Standardization (ISO) and the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.

In alignment with the concepts and principles articulated in these standards, we have implemented controls related to cybersecurity threats and incidents including monitoring, log collection and analysis, threat hunting and intelligence surveillance, and regular vulnerability scans/penetration tests.

Additionally, in furtherance of assessing, identifying, and managing material cybersecurity risks, we:

- Leverage technology solutions to provide protection for our assets and detect threats in our environment;

- Regular vulnerability assessments and penetration testing to identify, assess, and remediate weaknesses;

- Maintain an enterprise-wide disaster recovery governance program, which includes cybersecurity-related disaster recovery policies and procedures related thereto;

- Regularly perform cybersecurity-related disaster recovery testing designed to ensure that the Company’s mission-critical systems are recoverable, in support of our business continuity needs; and

- Work with each of our business and corporate groups with our internal cybersecurity program to integrate cybersecurity requirements into operating environments as appropriate, which drives business strategies, budgeting,

and similar processes.

In addition, executive management, as well as our Board, regularly review our financial planning processes for these areas, inclusive of our cybersecurity programs.

Changes or additions to our cybersecurity risk assessment program and related practices and procedures described above in response to cybersecurity needs are reviewed by our Cybersecurity Steering Committee (“CSC”), which is an executive management-level cross-functional group.

We regularly engage independent third parties to assess our cybersecurity program and practices, and to assist with risk mitigation.

The effectiveness of our cybersecurity environment is regularly tested by internal personnel and these third parties.

These assessments are performed in conformance with ISO standards and requirements.

Enhancements to our cybersecurity program and practices are identified from assessment findings, and if deemed appropriate, implemented.

In addition, we evaluate critical systems and applications hosted by third parties for cybersecurity risks and we also assess the security posture and features of those services.

This includes review and monitoring of the third party, and inclusion of cybersecurity requirements in contractual agreements to ensure third party services meet our standards for such providers, and the cybersecurity risks associated with the use of these services is appropriate.

For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors - Any failure, disruption or security breach or incident of or impacting our information technology infrastructure or information systems have an adverse impact on our business and operations.” We believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.

However, we can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

Governance

Our Board oversees our enterprise risk management program and practices, and the Audit Committee assists the Board in its oversight of cybersecurity matters.

Quarterly updates are presented to our Audit Committee by our Chief Information Security Officer (“CISO”) on cybersecurity risks and threats.

In addition, our Audit Committee provides Board-level oversight for management’s actions with respect to practices, procedures and controls used to identify, assess, and manage our key cybersecurity programs and risks, and, as necessary, responses to any significant cybersecurity incidents.

Our cybersecurity program is led by our CISO who manages a team of cybersecurity professionals.

Our CISO has over 20 years of experience in cybersecurity and technology, including as a CISO at another public company.

Members of our cybersecurity team, combined, have over 80 years of cybersecurity experience and hold professional certifications, including Certified Information Systems Security Professional (“CISSP”).

As noted above, we also maintain a Cybersecurity Steering Committee, or CSC, which consists of our Group Vice President, IT and CISO, Executive Vice President, Chief Financial Officer, Executive Vice President, Chief Human Resources Officer, Senior Vice President, General Counsel, Senior Vice President, Global Operations, Senior Vice President, Chief Accounting Officer, and Vice President, Internal Audit.

The CSC group has the primary day to day responsibility to monitor and manage cybersecurity risks.

The CSC provides oversight of the cybersecurity initiatives within Lumentum and is responsible integrating cybersecurity risk management practices with critical business processes so that cybersecurity is appropriately addressed throughout Lumentum.

As of [removed: July 1, 2023,] [added: June 29, 2024,] our leased and owned properties in total are approximately [removed: 3,100,000] [added: 3,350,000] square feet, of which we own approximately [removed: 1,964,000] [added: 2,147,000] square feet, including the 1,173,000 square feet manufacturing sites in Thailand, the [added: 183,000 square feet manufacturing site in the United Kingdom, the] 250,000 square feet manufacturing sites in China, the 238,000 square feet on the San Jose campus, the 130,000 square feet manufacturing and R&D site in Japan, and the [removed: 173,000] [added: 36,000] square feet manufacturing and R&D sites in Slovenia.

From [removed: time to time] [added: time-to-time] we consider various alternatives related to our long-term facilities’ needs.

In July 2024, we completed a transaction to purchase the land and building of our wafer fabrication facility located in Sagamihara, Japan.

Our lease of the building at the premises was terminated as a result of the purchase.

According to records of our transfer agent, we had [removed: 2,165] [added: 2,044] stockholders of record as of August [removed: 16, 2023,] [added: 14, 2024,] 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 market close on [removed: July 3, 2017] [added: June 29, 2018] (the last trading day before the beginning of our fifth preceding fiscal year) through [removed: July 1, 2023.][added: June 29, 2024.]

[removed: ][added: ]

The following table sets forth issuer purchases of equity securities for the fourth quarter of fiscal [removed: 2023] [added: 2024] (*in millions, except share and per share amounts*):

| Period | | | | | | Total number of shares purchased [removed: (1) (2)] | | | | | | Average price paid per share [removed: (3)] [added: (1)] | | | | | | Total number of shares purchased as part of publicly announced plans or programs [removed: (2)] | | | | | | Maximum number (or approximation dollar value) of shares that may yet be purchased under the plans or programs [added: (2)] | | |

| Total | | | | | | [removed: 2,673,922] [added: —] | | | | | | $ | [removed: 52.29] [added: —] | | | | | [removed: 2,673,922] [added: —] | | | | | | $ | 569.6 | |

[removed: (1)] [added: (2)] 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.

[removed: (3)] [added: (1)] Average price paid per share includes costs associated with the repurchases.

| March 31, 2024 to April 27, 2024 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

| April 28, 2024 to June 1, 2024 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

| June 2, 2024 to June 29, 2024 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

| April 2, 2023 to April 29, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 584.5 | |

| April 30, 2023 to May 27, 2023 | | | | | | 337,437 | | | | | | $ | 43.99 | | | | | 337,437 | | | | | | $ | 569.6 | |

| May 28, 2023 to July 1, 2023 (2) | | | | | | 2,336,485 | | | | | | $ | 53.49 | | | | | 2,336,485 | | | | | | $ | 569.6 | |

(2) Separate from our share buyback program and concurrent with the issuance of the 2029 Notes, we repurchased approximately 2.3 million shares of our common stock in privately negotiated transactions in the fourth quarter of fiscal 2023.

The average price paid was approximately $53.49 per share for an aggregate purchase price of approximately $125.0 million.

These shares were retired immediately.

We have audited the accompanying consolidated balance sheets of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022,] [added: 1, 2023,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] cash flows, and stockholders’ equity for each of the three years in the period ended [removed: July 1, 2023,] [added: June 29, 2024,] 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 [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022,] [added: 1, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: July 1, 2023,] [added: June 29, 2024,] 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 [removed: July 1, 2023,] [added: June 29, 2024,] 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: 23, 2023,] [added: 21, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matters or on the accounts or disclosures to which they relate.

Inventories, Valuation of Inventory - Refer to Notes 1 and [removed: 8] [added: 7] to the financial statements

[removed: The Company] [added: On August 3, 2022, we] completed the acquisition of NeoPhotonics Corporation [removed: for a total consideration of $934.4 million on August 3, 2022.][added: (“NeoPhotonics”).]

The Company accounted for the [removed: transactions] [added: transaction] under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets of [removed: $412.5] [added: $333.0] million.

We identified the fair value of acquired [removed: intangible assets] [added: developed technology and customer relationships] from the [removed: NeoPhotonics] [added: Cloud Light] acquisition as a critical audit matter because of the significant business assumptions and estimates used in the valuation of acquired entity [removed: intangible assets] that possess higher degrees of complexity and sensitivity to the valuations.

The significant assumptions and estimates used to estimate the fair value of [removed: NeoPhotonics] [added: Cloud Light’s developed technology and customer relationships (“acquired] intangible [removed: assets] [added: assets”)] relate primarily to the forecasted revenue growth rates, the [removed: expected] period [removed: over which the intangible assets are expected to produce cash flows (“technological retention factors”), the period] required for customer revenues to mature (“customer ramp periods”) and the discount rates applied to these future cash flows.

Our audit procedures related to the fair value of the acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rates, [removed: technological retention factors,] customer ramp periods, and [added: the] discount rates, included the following, among others:

- We tested the effectiveness of internal controls over the valuation and accounting for the acquired intangible assets, including management’s controls related to the forecasted revenue growth [removed: rate, selection of technological retention factors,] [added: rates,] customer ramp periods, and discount rate.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the [removed: (1) valuation methodology and (2)] discount rate [added: including the underlying valuation methodology] by:

We have served as the Company's auditor since [removed: 2017.][added: 2016.]

| | | | | | | | | | | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | |

| Net revenue | | | | | | | | | | | | | | | $ | [removed: 1,767.0] [added: 1,359.2] | | | | | $ | [removed: 1,712.6] [added: 1,767.0] | | | | | $ | [removed: 1,742.8] [added: 1,712.6] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 1,113.6] [added: 1,023.8] | | | | | | [removed: 861.1] [added: 1,113.6] | | | | | | [removed: 898.0] [added: 861.1] | | |

| Amortization of acquired developed intangibles | | | | | | | | | | | | | | | [removed: 84.4] [added: 83.9] | | | | | | [removed: 62.9] [added: 84.4] | | | | | | [removed: 61.7] [added: 62.9] | | |

| Gross profit | | | | | | | | | | | | | | | [removed: 569.0] [added: 251.5] | | | | | | [removed: 788.6] [added: 569.0] | | | | | | [removed: 783.1] [added: 788.6] | | |

| Research and development | | | | | | | | | | | | | | | [removed: 307.8] [added: 302.2] | | | | | | [removed: 220.7] [added: 307.8] | | | | | | [removed: 214.5] [added: 220.7] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 348.8] [added: 310.7] | | | | | | [removed: 265.7] [added: 348.8] | | | | | | [removed: 241.4] [added: 265.7] | | |

| Restructuring and related charges | | | | | | | | | | | | | | | [removed: 28.1] [added: 72.6] | | | | | | [removed: (1.1)] [added: 28.1] | | | | | | [removed: 7.7] [added: (1.1)] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 684.7] [added: 685.5] | | | | | | [removed: 485.3] [added: 684.7] | | | | | | [removed: 256.1] [added: 485.3] | | |

| Income (loss) from operations | | | | | | | | | | | | | | | [removed: (115.7)] [added: (434.0)] | | | | | | [removed: 303.3] [added: (115.7)] | | | | | | [removed: 527.0] [added: 303.3] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (35.5)] [added: (33.8)] | | | | | | [removed: (80.2)] [added: (35.5)] | | | | | | [removed: (66.7)] [added: (80.2)] | | |

| Other income, net | | | | | | | | | | | | | | | [removed: 48.8] [added: 62.1] | | | | | | [removed: 12.0] [added: 48.8] | | | | | | [removed: 2.8] [added: 12.0] | | |

| Income (loss) before income taxes | | | | | | | | | | | | | | | [removed: (102.4)] [added: (405.7)] | | | | | | [removed: 235.1] [added: (102.4)] | | | | | | [removed: 463.1] [added: 235.1] | | |

| Income tax provision | | | | | | | | | | | | | | | [removed: 29.2] [added: 140.8] | | | | | | [removed: 36.2] [added: 29.2] | | | | | | [removed: 65.8] [added: 36.2] | | |

| Net income (loss) | | | | | | | | | | | | | | | $ | [removed: (131.6)] [added: (546.5)] | | | | | $ | [removed: 198.9] [added: (131.6)] | | | | | $ | [removed: 397.3] [added: 198.9] | |

| Basic | | | | | | | | | | | | | | | $ | [removed: (1.93)] [added: (8.12)] | | | | | $ | [removed: 2.79] [added: (1.93)] | | | | | $ | [removed: 5.27] [added: 2.79] | |

| Diluted | | | | | | | | | | | | | | | $ | [removed: (1.93)] [added: (8.12)] | | | | | $ | [removed: 2.68] [added: (1.93)] | | | | | $ | [removed: 5.07] [added: 2.68] | |

| Basic | | | | | | | | | | | | | | | [removed: 68.3] [added: 67.3] | | | | | | [removed: 71.2] [added: 68.3] | | | | | | [removed: 75.4] [added: 71.2] | | |

| Diluted | | | | | | | | | | | | | | | [removed: 68.3] [added: 67.3] | | | | | | [removed: 74.2] [added: 68.3] | | | | | | [removed: 78.4] [added: 74.2] | | |

| | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | |

| Net income (loss) | | | $ | [removed: (131.6)] [added: (546.5)] | | | | | $ | [removed: 198.9] [added: (131.6)] | | | | | | | | | | | $ | [removed: 397.3] [added: 198.9] | |

| Net change in cumulative translation adjustment | | | [removed: 0.7] [added: (0.6)] | | | | | | [removed: —] [added: 0.7] | | | | | | | | | | | | — | | |

| Net change in unrealized gain (loss) on available-for-sale securities | | | [removed: 4.4] [added: 4.7] | | | | | | [removed: (10.2)] [added: 4.4] | | | | | | | | | | | | [removed: (2.5)] [added: (10.2)] | | |

| Net change in defined benefit obligations | | | [removed: (1.4)] [added: 1.1] | | | | | | [removed: 2.4] [added: (1.4)] | | | | | | | | | | | | [removed: 2.8] [added: 2.4] | | |

| Other comprehensive income (loss), net of tax | | | [removed: 3.7] [added: 5.2] | | | | | | [removed: (7.8)] [added: 3.7] | | | | | | | | | | | | [removed: 0.3] [added: (7.8)] | | |

| Comprehensive income (loss), net of tax | | | $ | [removed: (127.9)] [added: (541.3)] | | | | | $ | [removed: 191.1] [added: (127.9)] | | | | | | | | | | | $ | [removed: 397.6] [added: 191.1] | |

The Company completed the acquisition of Cloud Light Technology Limited (“Cloud Light”) for a total consideration of $728.5 million on November 7, 2023.

- We assessed the reasonableness of management’s customer ramp periods by comparing historical customer ramp periods to the projections used in the valuation.

◦Testing the market inputs and the appropriateness of their inclusion in the models used to determine the discount rate

August 21, 2024

| Payment for acquisition of intangible assets | | | (4.0) | | | | | | — | | | | | | — | | |

| Unpaid intangible assets in accrued expense | | | 1.0 | | | | | | — | | | | | | — | | |

| Share-based purchase price consideration in connection with the Cloud Light acquisition | | | 23.5 | | | | | | — | | | | | | — | | |

| Net loss | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (546.5) | | | | | | — | | | | | | | | | | | | (546.5) | | |

| Equity awards pursuant to merger agreement | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 23.5 | | | | | | — | | | | | | — | | | | | | | | | | | | 23.5 | | |

| Balance as of June 29, 2024 | | | | | | | | | | | | | | | 67.9 | | | | | | $ | 0.1 | | | | | $ | 1,835.0 | | | | | $ | (887.1) | | | | | $ | 9.3 | | | | | | | | | | | $ | 957.3 | |

We operate in two end-market focused reportable segments, Cloud & Networking and Industrial Tech.

Our Cloud & Networking products include a comprehensive portfolio of optical and photonic components, modules, and subsystems supplied to network operator and network equipment manufacturer customers building cloud data center infrastructure, including products for artificial intelligence and machine learning (“AI/ML”) and data center interconnect (“DCI”) applications, and communications service provider networks, including products for access (local), metro (intracity), long-haul (city-to-city and worldwide), and submarine (undersea) network infrastructure.

Demand for our Cloud & Networking products is driven by the continual growth in network capacity required for cloud computing and services, including for AI/ML, streaming video and video conferencing, wireless and mobile devices, and internet of things (“IoT”).

Our Industrial Tech products include solid-state lasers, kilowatt-class fiber lasers, ultrafast lasers, diode lasers, and gas lasers, which address applications in numerous end-markets.

In the automotive end-market, our lasers are used in our customers’ LiDAR and other optical sensor devices, which are increasingly being used in advanced driver assistance systems (“ADAS”) and in-cabin driver and occupant monitoring systems.

In the industrial manufacturing end-market, our lasers are incorporated into our customers’ manufacturing machine tools used for the precision processing of materials in a range of industries including semiconductor device and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing.

Our products can also be used in the industrial end-market in imaging and sensing systems for process feedback and control, quality assurance, and waste reduction.

Adoption of our products in the industrial end-market is driven by the needs of customers to advance semiconductor and microelectronics industry roadmaps, and by Industry 4.0/5.0 trends, including increasing manufacturing precision and flexibility and reducing waste and environmental impact.

Demand for our products in the industrial end-market is driven by end-customer investments in manufacturing capacity.

Our lasers also address certain semiconductor inspection and life-science applications.

During the fiscal first quarter of 2024, we changed our organizational structure to better align with trends in our markets and our customer and product mix.

Our new operating segments are Cloud & Networking and Industrial Tech.

The Cloud & Networking segment includes the Telecom and Datacom product lines that were previously part of the OpComms segment.

The Industrial Tech segment includes the previous Lasers segment and the Industrial & Consumer product lines that were previously part of the OpComms segment.

Comparative prior period segment information has been recast to conform to the new segment structure and measures.

The changes in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.

Operating Segments and Geographic Information”.

markets.

On November 7, 2023, we completed the acquisition of Cloud Light Technology Limited (“Cloud Light”).

We have lease arrangements with lease and non-lease

This approach requires the recognition of taxes payable or refundable for the current year and deferred

Restructuring and related charges may also include charges related to write-offs of long lived assets related to significant restructuring initiatives.

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-02: Codification Improvements - Amendments to Remove References to the Concepts Statements, which contains amendments to the Codification that remove references to various FASB Concepts Statements.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income tax paid.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this ASU on our income tax disclosures within the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments.

The update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

- We evaluated the reasonableness of management’s selection of technological retention factors and customer ramp periods by understanding the development status and life cycle of each product and comparing management’s assumptions to historical product and customer data and information obtained in other areas of the audit.

◦Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculation

August 23, 2023

| Merger termination fee and related costs, net | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (207.5) | | |

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

| Gain on sale of product lines | | | — | | | | | | — | | | | | | (0.5) | | |

| Payment for asset acquisitions | | | — | | | | | | — | | | | | | (10.0) | | |

| Proceeds from sale of product lines | | | — | | | | | | — | | | | | | 1.3 | | |

| Proceeds from the exercise of stock options | | | — | | | | | | — | | | | | | 0.2 | | |

| Principal payments on finance leases | | | — | | | | | | — | | | | | | (0.5) | | |

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

| Balance as of June 27, 2020 | | | | | | | | | | | | | | | 75.1 | | | | | | $ | 0.1 | | | | | $ | 1,676.6 | | | | | $ | 64.6 | | | | | $ | 7.9 | | | | | | | | | | | $ | 1,749.2 | |

| Net income | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 397.3 | | | | | | — | | | | | | | | | | | | 397.3 | | |

| Repurchases of common stock | | | | | | | | | | | | | | | (3.1) | | | | | | — | | | | | | — | | | | | | (241.0) | | | | | | — | | | | | | | | | | | | (241.0) | | |

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 imaging and sensing for consumer electronics and diode light sources for a variety of consumer and industrial applications.

The majority of our customers have historically been, and are currently, original equipment manufacturers (“OEMs”) that incorporate our products into their products, which then address end-market applications.

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

Similarly, many of our Lasers products customers incorporate our products into tools they produce, which are used for manufacturing processes by their customers.

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

While the impact of the COVID-19 pandemic is lessening, the duration and severity of the impact of the pandemic on our business and results of operations in future periods remain uncertain.

The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including but not limited to the duration and spread of the pandemic and its variants in geographies where we do business, implementation and duration of local, state and federal issued public health orders in each jurisdiction where we or our customers and suppliers operate, impact on our customers and our sales cycles, impact on our supply chain and manufacturing partners, impact on our employees, and impact on regional and worldwide economies and financial markets in general, all of which are uncertain and not predictable.

We assessed the potential impact that this pandemic has on our estimates as of July 1, 2023 and determined that there were no material impacts.

Our fiscal 2021 was a 53-week year, ending on July 3, 2021.

On August 3, 2022, we completed a merger with NeoPhotonics Corporation (“NeoPhotonics”).

Our consolidated financial statements include the operating results of NeoPhotonics for the period from the date of the closing of the merger through July 1, 2023.

Business Combination”.

Our consolidated financial statements include the operating results of this business unit for the period from the date of acquisition through July 1, 2023.

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.

Instead, the expected cost of warranty is accrued as expense in accordance with authoritative guidance.

As of July 2, 2022, our accounts receivable from a single customer, which represented 10% or greater of the total accounts receivable, was concentrated with two customers, which individually represented 10% and 10% of gross accounts receivable, respectively.

Accounting Pronouncements Recently Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, *Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, *Revenue from Contracts with Customers*.

This ASU is expected to improve comparability for both recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination.

We early adopted the new standard in the first quarter of fiscal 2023 in connection with the merger with NeoPhotonics.

There was no material impact to our consolidated financial statements as of and for the year ended July 1, 2023.

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 [removed: July 1, 2023.][added: June 29, 2024.]

Based on the evaluation of our disclosure controls and procedures as of [removed: July 1, 2023,] [added: June 29, 2024,] 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 [removed: July 1, 2023] [added: June 29, 2024] 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 [removed: July 1, 2023.][added: June 29, 2024.]

We excluded [removed: the acquired entities] [added: Cloud Light] from our assessment of internal control over financial reporting as of [removed: July 1, 2023.][added: June 29, 2024.]

Total assets and revenues of [removed: the acquired entities] [added: Cloud Light] that were excluded from our assessment of internal control over financial reporting constitute [removed: in aggregate of] approximately [removed: 22%] [added: 21%] and [removed: 20%] [added: 15%] of the consolidated total assets and revenues, respectively, as of and for the year ended [removed: July 1, 2023.][added: June 29, 2024.]

We are in the process of integrating the acquired [removed: businesses] [added: business] into our existing operations and evaluating the internal controls over financial reporting of the acquired [removed: businesses.][added: business.]

[removed: Other than the impact of these business acquisitions, there] [added: There] were no changes in our internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited the internal control over financial reporting of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of [removed: July 1, 2023,] [added: June 29, 2024,] 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 [removed: July 1, 2023,] [added: June 29, 2024,] 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 [removed: July 1, 2023,] [added: June 29, 2024,] of the Company and our report dated August [removed: 23, 2023,] [added: 21, 2024,] expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting [removed: of two acquisitions (NeoPhotonics Corporation and IPG Photonics’ telecom transmission product lines) that were completed during the year ended July 1, 2023,] [added: at Cloud Light Technology Limited,] which [added: was acquired on November 7, 2023, and whose financial statements] constitute [removed: in aggregate 22%] [added: approximately 21%] and [removed: 20%] [added: 15%] of consolidated total assets and revenues, respectively, as of and for the year ended [removed: July 1, 2023.][added: June 29, 2024.]

Accordingly, our audit did not include the internal control over financial reporting of [removed: two acquisitions.][added: Cloud Light Technology Limited.]

On November 7, 2023, we completed the acquisition of Cloud Light Technology Limited (“Cloud Light”).

August 21, 2024

On August 3, 2022, we completed the acquisition of NeoPhotonics Corporation.

On August 15, 2022, we completed the acquisition of IPG Photonics’ telecom transmission product lines.

August 23, 2023

This is called “incorporation by reference.” We intend to file our definitive proxy statement for our [removed: 2023] [added: 2024] 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 Annual Report, and certain information to be contained therein is incorporated in this Annual Report by reference.

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#ic267110da33842429c6bb39adb83d35b_145) 34[)](#ic267110da33842429c6bb39adb83d35b_145)] [added: No.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_145) 34[)](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_145)] | | | [removed: [65](#ic267110da33842429c6bb39adb83d35b_145)] [added: [61](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_145)] | | |

| [Consolidated Statements of Operations—Years [removed: Ended](#ic267110da33842429c6bb39adb83d35b_148) [July] [added: Ended June 29, 2024, July] 1, [removed: 2023,](#ic267110da33842429c6bb39adb83d35b_148) [July](#ic267110da33842429c6bb39adb83d35b_148) [2](#ic267110da33842429c6bb39adb83d35b_148)[, 2022](#ic267110da33842429c6bb39adb83d35b_148) [](#ic267110da33842429c6bb39adb83d35b_148)[and](#ic267110da33842429c6bb39adb83d35b_148) [July 3, 2021](#ic267110da33842429c6bb39adb83d35b_148)] [added: 2023 and July 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_148)] | | | [removed: [68](#ic267110da33842429c6bb39adb83d35b_148)] [added: [64](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_148)] | | |

| [Consolidated Statements of Comprehensive Income (Loss)—Years Ended [added: June 29, 2024,] July 1, [removed: 2023, July 2, 2022] [added: 2023] and July [removed: 3, 2021](#ic267110da33842429c6bb39adb83d35b_151)] [added: 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_151)] | | | [removed: [69](#ic267110da33842429c6bb39adb83d35b_151)] [added: [65](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_151)] | | |

| [Consolidated Balance [removed: Sheets—](#ic267110da33842429c6bb39adb83d35b_154)[July 1, 2023](#ic267110da33842429c6bb39adb83d35b_154) [and](#ic267110da33842429c6bb39adb83d35b_154) [July 2, 2022](#ic267110da33842429c6bb39adb83d35b_154)] [added: Sheets—June 29, 2024 and July](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_154) [1, 2023](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_154)] | | | [removed: [70](#ic267110da33842429c6bb39adb83d35b_154)] [added: [66](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_154)] | | |

| [Consolidated Statements of Cash Flows—Years [removed: Ended](#ic267110da33842429c6bb39adb83d35b_157) [July] [added: Ended June 29, 2024, July] 1, [removed: 2023,](#ic267110da33842429c6bb39adb83d35b_157) [July] [added: 2023 and July] 2, [removed: 202](#ic267110da33842429c6bb39adb83d35b_157)[2](#ic267110da33842429c6bb39adb83d35b_157) [and](#ic267110da33842429c6bb39adb83d35b_157) [July 3, 2021](#ic267110da33842429c6bb39adb83d35b_157)] [added: 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_157)] | | | [removed: [71](#ic267110da33842429c6bb39adb83d35b_157)] [added: [67](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_157)] | | |

| [Consolidated Statements of Stockholders’ Equity—Years Ended [added: June 29, 2024,] July 1, [removed: 2023, July 2, 2022] [added: 2023] and July [removed: 3, 2021](#ic267110da33842429c6bb39adb83d35b_160)] [added: 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_160)] | | | [removed: [73](#ic267110da33842429c6bb39adb83d35b_160)] [added: [69](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic267110da33842429c6bb39adb83d35b_172)] [added: Statements](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_172)] | | | [removed: [74](#ic267110da33842429c6bb39adb83d35b_172)] [added: [70](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_172)] | | |

| 2.1 | | | | | | [Contribution [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex21.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex21.htm)] | | | | | | 8-K | | | | | | 2.1 | | | | | | 8/6/2015 | | | | | | | | |

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

| 3.1 | | | | | | [Amended and Restated Certificate of [removed: Incorporation](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex31.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex31.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | 8/6/2015 | | | | | | | | |

| 3.2 | | | | | | [Amended and Restated [removed: Bylaws](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex32.htm)] [added: Bylaws](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex32.htm)] | | | | | | 8-K | | | | | | 3.2 | | | | | | 8/6/2015 | | | | | | | | |

| [removed: 4.1] [added: 4.4] | | | | | | [removed: [Indenture,] [added: [Indenture] dated March 8, [removed: 2017,] [added: 2022,] between Lumentum Holdings Inc. and U.S. Bank Trust Company, National [removed: Association](http://www.sec.gov/Archives/edgar/data/1633978/000119312517074740/d337254dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 3/9/2017] [added: 3/8/2022] | | | | | | | | |

| [removed: 4.2] [added: 4.3] | | | | | | [Form of [removed: 0.250%] [added: 0.50%] Convertible Senior [removed: Notes] [added: Note] due [removed: 2024] [added: 2026] (included in Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1633978/000119312517074740/d337254dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/1633978/000119312517074740/d337254dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1633978/000119312517074740/d337254dex41.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)] | | | | | | 8-K | | | | | | 4.2 | | | | | | [removed: 3/9/2017] [added: 12/12/2019] | | | | | | | | |

| [removed: 4.3] [added: 4.1] | | | | | | [Description of Capital [removed: Stock](http://www.sec.gov/Archives/edgar/data/1633978/000163397819000069/lite-q419xex44.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1633978/000163397819000069/lite-q419xex44.htm)] | | | | | | 10-K | | | | | | 4.4 | | | | | | 8/27/2019 | | | | | | | | |

| [removed: 4.4] [added: 4.2] | | | | | | [Indenture, dated December 12, 2019, between Lumentum Holdings Inc. and U.S. Bank National [removed: Association.](http://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | 12/12/2019 | | | | | | | | |

| 4.5 | | | | | | [Form of 0.50% Convertible Senior Note due [removed: 2026] [added: 2028] (included in Exhibit [removed: 4.4).](http://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)] | | | | | | 8-K | | | | | | 4.2 | | | | | | [removed: 12/12/2019] [added: 3/8/2022] | | | | | | | | |

| 4.6 | | | | | | [removed: [Indenture] [added: [Indenture,] dated [removed: March 8, 2022,] [added: June 16, 2023,] between Lumentum Holdings Inc. and U.S. Bank Trust Company, National [removed: Association](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)] [added: Association.](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | [removed: 3/8/2022] [added: 6/16/2023] | | | | | | | | |

| 4.7 | | | | | | [Form of [removed: 0.50%] [added: 1.50%] Convertible Senior Note due [removed: 2028] [added: 2029] (included in Exhibit [removed: 4.6)](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)] | | | | | | 8-K | | | | | | 4.2 | | | | | | [removed: 3/8/2022] [added: 6/16/2023] | | | | | | | | |

| 10.1 | | | | | | [Tax Matters [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex101.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 8/6/2015 | | | | | | | | |

| 10.2* | | | | | | [Employee Matters [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex102.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex102.htm)] | | | | | | 8-K | | | | | | 10.2 | | | | | | 8/6/2015 | | | | | | | | |

| 10.3 | | | | | | [Intellectual Property Matters [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex103.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex103.htm)] | | | | | | 8-K | | | | | | 10.3 | | | | | | 8/6/2015 | | | | | | | | |

| 10.5* | | | | | | [2015 Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/1633978/000119312515266929/d91067dex992.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1633978/000119312515266929/d91067dex992.htm)] | | | | | | S-8 | | | | | | 99.2 | | | | | | 7/29/2015 | | | | | | | | |

| 10.6* | | | | | | [Executive Officer Performance-Based Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1633978/000162828016021143/exhibit103110916.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1633978/000162828016021143/exhibit103110916.htm)] | | | | | | 8-K | | | | | | 10.3 | | | | | | 11/9/2016 | | | | | | | | |

| 10.7* | | | | | | [added: [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)] [Change in Control and Severance Benefits Plan, [removed: effective May 8, 2018](http://www.sec.gov/Archives/edgar/data/1633978/000163397818000108/lite-q418xex106.htm)] [added: effective](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm) [August](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm) [](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[22](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[2](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[3](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.6] [added: 10.1] | | | | | | [removed: 8/28/2018] [added: 11/8/2023] | | | | | | | | |

| 10.8* | | | | | | [Employment Agreement for Alan [removed: Lowe](http://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex104.htm)] [added: Lowe](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex104.htm)] | | | | | | 8-K | | | | | | 10.4 | | | | | | 8/6/2015 | | | | | | | | |

| 10.9* | | | | | | [Form of Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1633978/000162828015007281/lite-092515xex108.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828015007281/lite-092515xex108.htm)] | | | | | | 10-K | | | | | | 10.8 | | | | | | 9/25/2015 | | | | | | | | |

| 10.10* | | | | | | [Offer Letter, by and between the Registrant and Wajid Ali, dated as of January 11, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1633978/000163397819000030/exhibit101toq3fy1910q.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1633978/000163397819000030/exhibit101toq3fy1910q.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/7/2019 | | | | | | | | |

| [removed: 10.13*] [added: 10.11*] | | | | | | [Global Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828023016653/lite-globalpsuawardagreeme.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/9/2023 | | | | | | | | |

| [removed: 10.14*] [added: 10.12*] | | | | | | [Global Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828023016653/lite-globalrsuawardagreeme.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 5/9/2023 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of Lumentum Holdings [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828023030374/liteq423-ex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm (Deloitte & Touche [removed: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828023030374/liteq423-ex231.htm)] [added: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-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/1633978/000162828023030374/liteq423-ex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-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/1633978/000162828023030374/liteq423-ex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-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/1633978/000162828023030374/liteq423-ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-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/1633978/000162828023030374/liteq423-ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial information from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended [removed: July 1, 2023] [added: June 29, 2024] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended [added: June 29, 2024,] July 1, [removed: 2023, July 2, 2022] [added: 2023] and July [removed: 3, 2021;] [added: 2, 2022;] (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended [added: June 29, 2024,] July 1, [removed: 2023, July 2, 2022] [added: 2023] and July [removed: 3, 2021;] [added: 2, 2022;] (iii) Consolidated Balance Sheets as of [removed: July 1, 2023] [added: June 29, 2024] and July [removed: 2, 2022;] [added: 1, 2023;] (iv) Consolidated Statements of Cash Flows for the fiscal years ended [added: June 29, 2024,] July 1, [removed: 2023,] [added: 2023 and] July 2, 2022 [removed: and July 3, 2021;] [added: ;] (v) Consolidated Statements of Stockholders’ Equity for the fiscal years ended [added: June 29, 2024,] July 1, [removed: 2023, July 2, 2022] [added: 2023] and July [removed: 3, 2021;] [added: 2, 2022;] and (vi) Notes to the Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |