Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number 001-36861

Lumentum Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware47-3108385
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

1001 Ridder Park Drive, San Jose, California 95131

(Address of principal executive offices including Zip code)

(408) 546-5483

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.001 per shareLITENasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 2, 2023, the Registrant had 68.7 million shares of common stock outstanding.

TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended April 1, 2023 and April 2, 20222
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended April 1, 2023 and April 2, 20223
Condensed Consolidated Balance Sheets as of April 1, 2023 and July 2, 20224
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended April 1, 2023 and April 2, 20225
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 1, 2023 and April 2, 20227
Notes to Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations42
Item 3.Quantitative and Qualitative Disclosures About Market Risk56
Item 4.Controls and Procedures58
PART II - OTHER INFORMATION
Item 1.Legal Proceedings59
Item 1A.Risk Factors60
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds87
Item 6.Exhibits88
SIGNATURES89

PART I - FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS (UNAUDITED)