Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the unaudited condensed consolidated financial statements and the corresponding notes included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Forward-Looking Statements

This Quarterly 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 amended (the “Exchange Act”). These statements relate to, among other things, our markets and industry, products and strategy, the impact of export regulation changes, the expected benefits of our acquisitions, including Cloud Light and the ongoing integration of Cloud Light and NeoPhotonics, macroeconomic conditions, including supply chain conditions and inventory management by our customers, the effects of the COVID-19 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 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, 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. These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” included under Part II, Item 1A of this Quarterly Report. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

We are an industry-leading provider of optical and photonic products defined by revenue and market share, addressing a range of end-market applications for manufacturing, inspection and life-science applications.

We believe the global markets in which Lumentum participates have fundamentally robust, long-term trends that will increase the need for our photonics products and technologies. 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.

To maintain and grow our market and technology leadership positions, we are continually investing in new and differentiated products and technologies and customer programs that address both nearer-term and longer-term growth opportunities, both organically and through acquisitions, as well as continually improving and optimizing our operations. Over many years, we have developed close relationships with market leading customers. We seek to use our core optical and photonic technology and our volume manufacturing capability to expand into attractive emerging markets that benefit from advantages that optical or photonics-based solutions provide.

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. The two operating segments were primarily determined based on how the CODM views and evaluates our operations. The CODM regularly reviews operating results to make decisions about resources to be allocated to the segments and to assess their performance.

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 that for artificial intelligence and machine learning (“AI/ML”) and data center interconnect (“DCI”) applications, and communications service provider networks, including in access (local), metro (intracity), long-haul (city-to-city and worldwide), and submarine (undersea) network infrastructure. Our Cloud & Networking products also support network equipment manufacturers building enterprise network infrastructure, including storage-area networks (“SANs”), local-area networks (“LANs”) and wide-area networks (“WANs”). 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, diode lasers, and gas lasers, which address applications in numerous end-markets. In the consumer end-market, our laser light sources are integrated into our customers’ 3D sensing cameras, which are used in mobile devices, payment kiosks, and other consumer electronics devices to enable applications including biometric identification, computational photography and virtual and augmented reality. 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.

Acquisition of Cloud Light

On October 29, 2023, Lumentum and Cloud Light Technology Limited (“Cloud Light”) entered into a definitive merger agreement (the “Merger Agreement”). 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 attributed to pre-acquisition service is recorded as part of 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 acquisition Closing date. We also incurred a total of $9.4 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. Refer to “Note 4. Business Combinations” in the notes to condensed consolidated financial statements.

We evaluate strategic opportunities regularly and, where appropriate, may acquire additional businesses, products, or technologies that are complementary to, or broaden the markets for our products. We believe we have strengthened our business model by expanding our addressable markets, customer base and expertise, diversifying our product portfolio and fortifying our core businesses from acquisitions as well as through organic initiatives.

Supply Chain and Inventory Management

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 improved in the latter half of fiscal 2023, they may impact our ability to supply our products to our customers and may reduce our revenue and profit margin if these shortages happen again in the future. In addition, if our customers are unable to procure needed semiconductor components, their demand for our products will decrease. 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.

In addition, in response to component shortages, certain of our customers accumulated inventory that they are now managing down as supply conditions improve. 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 third quarter of 2024, inventory reduced by $51.0 million compared to the fiscal second quarter of 2024, due to our focused effort to manage our production and inventory levels. We plan to continue to manage down our inventory levels during the next several quarters.

For more information on risks associated with supply chain constraints and customer inventory management, see the section titled “Risk Factors” in Item 1A of Part II of this report.

Critical Accounting Policies and Estimates

Our condensed and consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”). We also consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission (“SEC”). GAAP, as set forth within the ASC, requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

Inventory Valuation
Revenue Recognition
Income Taxes
Business Combinations
Goodwill and Intangible Assets - Impairment Assessment

Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended July 1, 2023 provides a complete discussion of our critical accounting policies and estimates. There have been no changes to these policies during the three and nine months ended March 30, 2024.

Recently Issued Accounting Pronouncements

Refer to “Note 2. Recently Issued Accounting Pronouncements” in the notes to condensed consolidated financial statements.

Results of Operations

The results of operations for the periods presented are not necessarily indicative of results to be expected for future periods. The following table summarizes selected unaudited condensed consolidated statements of operations items as a percentage of net revenue:


	Three Months Ended				Nine Months Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Segment net revenue:
Cloud & Networking	85.6	%	76.4	%	79.0	%	74.2	%
Industrial Tech	14.4		23.6	%	21.0		25.8	%
Net revenue	100.0		100.0		100.0		100.0
Cost of sales	77.7		65.9		75.1		60.9
Amortization of acquired developed intangibles	6.1		4.9		5.9		4.8
Gross profit	16.2		29.2		19.1		34.3
Operating expenses:
Research and development	21.1		22.3		21.8		16.8
Selling, general and administrative	21.2		19.9		22.4		20.1
Restructuring and related charges	5.2		0.4		3.4		1.8


Total operating expenses	47.5		42.6		47.7		38.6
Loss from operations	(31.3)		(13.4)		(28.6)		(4.3)
Interest expense	(2.5)		(2.3)		(2.7)		(1.9)
Other income, net	4.4		3.0		4.8		2.1
Loss before income taxes	(29.3)		(12.7)		(26.5)		(4.1)
Income tax provision (benefit)	5.3		(2.5)		1.5		1.0
Net loss	(34.7)	%	(10.3)	%	(28.0)	%	(5.1)	%

Financial data for the three and nine months ended March 30, 2024

The following table summarizes selected unaudited condensed consolidated statements of operations items for the periods presented (in millions, except for percentages):


	Three Months Ended										Nine Months Ended
	March 30, 2024			April 1, 2023			Change		Percentage Change		March 30, 2024			April 1, 2023			Change		Percentage Change
Segment net revenue:
Cloud & Networking	$	313.8		293.0			$	20.8	7.1	%	$	830.2		$	1,036.0		$	(205.8)	(19.9)	%
Industrial Tech	52.7			90.4			(37.7)		(41.7)	%	220.7			360.2			(139.5)		(38.7)	%
Net revenue	$	366.5		$	383.4		$	(16.9)	(4.4)	%	$	1,050.9		$	1,396.2		$	(345.3)	(24.7)	%

Gross profit	$	59.5		$	112.0		$	(52.5)	(46.9)	%	$	200.2		$	479.4		$	(279.2)	(58.2)	%
Gross margin	16.2		%	29.2		%					19.1		%	34.3		%

Research and development	$	77.2		$	85.4		$	(8.2)	(9.6)	%	$	229.0		$	233.9		$	(4.9)	(2.1)	%
Percentage of net revenue	21.1		%	22.3		%					21.8		%	16.8		%

Selling, general and administrative	$	77.7		$	76.4		$	1.3	1.7	%	$	235.8		$	280.5		$	(44.7)	(15.9)	%
Percentage of net revenue	21.2		%	19.9		%					22.4		%	20.1		%

Restructuring and related charges	$	19.2		$	1.6		$	17.6	N/A		$	36.0		$	24.8		$	11.2	45.2	%
Percentage of net revenue	5.2		%	0.4		%					3.4		%	1.8		%

Net Revenue

Net revenue decreased by $16.9 million, or 4.4%, during the three months ended March 30, 2024 compared to the three months ended April 1, 2023, driven by a $37.7 million decrease in Industrial Tech revenue, offset by a $20.8 million increase in Cloud & Networking revenue. The decrease in Industrial Tech net revenue is primarily due to higher market competition, which reflects share normalization in the market, as well as reduction in demand associated with a build-up of inventory and resulting inventory management actions by our customers. The increase in Cloud & Networking net revenue is primarily due to $84.6 million of revenue generated by Cloud Light and $30.5 million of increase in revenue driven by growing customer demand in cloud applications, offset by reduction in shipment primarily driven by U.S. trade restriction and demand drop associated with a build-up of inventory and resulting inventory management actions by our customers.

Net revenue decreased by $345.3 million, or 24.7%, during the nine months ended March 30, 2024 compared to the nine months ended April 1, 2023, driven by a $205.8 million decrease in Cloud & Networking revenue and a $139.5 million decrease in Industrial Tech revenue. The decrease in Cloud & Networking net revenue is primarily due to reduction in shipment primarily driven by U.S. trade restriction and demand drop associated with a build-up of inventory and resulting inventory management actions by our customers, offset by $144.1 million of revenue generated by Cloud Light. The decrease in Industrial Tech net revenue is primarily due to higher market competition, which reflects share normalization in the market, as well as reduction in demand associated with a build-up of inventory and resulting inventory management actions by our customers.

The following table sets forth net revenue generated from a single customer that represented 10% or greater of the total net revenue for the periods presented:


	Three Months Ended				Nine Months Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Customer A	28.5	%	*		18.7	%	*
Customer B	*		12.7	%	*		*
Customer C	*		10.7	%	12.1	%	16.1	%
Customer D	*		*		*		13.1	%
*Represents less than 10% of total net revenue

Revenue by Region

We operate in three geographic regions: Americas, Asia-Pacific, and EMEA (Europe, Middle East, and Africa). Net revenue is assigned to the geographic region and country where our product is initially shipped. For example, certain customers may request shipment of our product to a contract manufacturer in one country, which may differ from the location of their end customers.

The following table presents net revenue by the three geographic regions we operate in and net revenue from countries that generally represented 10% or more of our total net revenue (in millions, except percentage data):


	Three Months Ended								Nine Months Ended
	March 30, 2024				April 1, 2023				March 30, 2024				April 1, 2023
	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Net revenue:
Americas:
United States	$	129.9	35.4	%	$	68.3	17.8	%	$	274.0	26.2	%	$	196.0	14.0	%
Mexico	18.9		5.2		20.5		5.4		74.0		7.0		137.5		9.8
Other Americas	0.6		0.2		1.9		0.5		2.6		0.2		8.0		0.6
Total Americas	$	149.4	40.8	%	$	90.7	23.7	%	$	350.6	33.4	%	$	341.5	24.4	%

Asia-Pacific:
Hong Kong	$	62.0	16.9	%	$	46.5	12.1	%	$	192.6	18.3	%	$	190.0	13.6	%

South Korea	16.2		4.4		28.5		7.4		62.0		5.9		148.2		10.6
Japan	16.6		4.5		41.8		10.9		67.9		6.5		137.4		9.8
Thailand	44.0		12.0		67.8		17.7		147.5		14.0		203.2		14.6
Other Asia-Pacific	46.0		12.6		61.5		16.0		135.0		12.8		235.1		16.8
Total Asia-Pacific	$	184.8	50.4	%	$	246.1	64.1	%	$	605.0	57.5	%	$	913.9	65.5	%

EMEA	$	32.3	8.8	%	$	46.6	12.2	%	$	95.3	9.1	%	$	140.8	10.1	%

Total net revenue	$	366.5	100.0	%	$	383.4	100.0	%	$	1,050.9	100.0	%	$	1,396.2	100.0	%

For the three and nine months ended March 30, 2024, net revenue from customers outside the United States, based on customer shipping location, represented 64.7% and 73.9% of net revenue, respectively.

For the three and nine months ended April 1, 2023, net revenue from customers outside the United States, based on customer shipping location, represented 82.2% and 86.0% of net revenue, respectively.

Our net revenue is primarily denominated in U.S. dollars, including our net revenue from customers outside the United States as presented above. We expect revenue from customers outside of the United States to continue to be an important part of our overall net revenue and an increasing focus for net revenue growth opportunities. However, regulatory and enforcement actions by the United States and other governmental agencies, as well as changes in tax and trade policies and tariffs, have impacted and may continue to impact net revenue from customers outside the United States.

Gross Margin

Gross margin for the three months ended March 30, 2024 decreased to 16.2% from 29.2% for the three months ended April 1, 2023. The decrease was primarily due to lower sales of telecom products, which negatively impacted gross margin by approximately 9.7%. Additionally, gross margin was impacted by $11.9 million of abnormal excess capacity as a result of our manufacturing synergy plans driven by restructuring efforts in connection with the integration of NeoPhotonics, transferring product lines out of China due to U.S. trade restrictions, and a drop in demand due to customers actively working to reduce their elevated inventory levels, as well as $3.6 million of higher amortization of intangibles due to the Cloud Light acquisition.

Gross margin for the nine months ended March 30, 2024 decreased to 19.1% from 34.3% for the nine months ended April 1, 2023. The decrease was primarily due to a less profitable mix of products, including lower sales of telecom products, which negatively impacted gross margin by approximately 6.8%, as well as lower sales of imaging and sensing products, which negatively impacted gross margin by approximately 3.0%. Additionally, gross margin was impacted by $13.7 million of abnormal excess capacity as a result of our manufacturing synergy plans driven by restructuring efforts in connection with the integration of NeoPhotonics, transferring product lines out of China due to U.S. trade restrictions, and a drop in demand due to customers actively working to reduce their elevated inventory levels, as well as $14.6 million of higher inventory excess and obsolescence charges primarily due to U.S. trade restrictions whereby we are no longer able to sell certain products to one of our customers and customer demand changes as a result of product transitions. The decrease in gross margin was partially offset by $9.5 million of lower amortization of acquired inventory resulting from our acquisitions of NeoPhotonics in August 2022 and Cloud Light in November 2023.

The markets in which we sell products are consolidating, undergoing product, architectural and business model transitions, have high customer concentrations, are highly competitive, are price sensitive and/or are affected by customer seasonality and variants in buying patterns. We expect these factors to result in variability of our gross margin.

Segment Profit (Loss)

The following table summarizes segment profit (loss) for each of our operating segments (in millions). Comparative prior period segment information has been recast to conform to the new segment structure.


	Three Months Ended				Nine Months Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023





Cloud & Networking	$	45.9	$	61.0	$	98.9	$	262.6
Industrial Tech	(2.7)		22.1		25.3		140.6

Cloud & Networking segment profit decreased by $15.1 million, or 24.8%, during the three months ended March 30, 2024 as compared to the same period in the prior year primarily due to lower sales of telecom products, which negatively impacted segment profit by $43.2 million, partially offset by $28.0 million of segment profit due to higher cloud data center revenue, including revenue from the acquisition of Cloud Light. Industrial Tech segment profit decreased by $24.8 million, or 112.2%, during the three months ended March 30, 2024 as compared to the same period in the prior year primarily due to lower revenue and a less profitable mix of products, including lower sales of higher margin imaging and sensing products due to share normalization, which negatively impacted segment profit by $11.7 million.

Cloud & Networking segment profit decreased by $163.7 million, or 62.3%, during the nine months ended March 30, 2024 as compared to the same period in the prior year primarily due to lower segment revenue and lower sales from telecom products, which negatively impacted segment profit by $162.1 million. Industrial Tech segment profit decreased by $115.3 million, or 82.0%, during the nine months ended March 30, 2024 as compared to the same period in the prior year primarily due to lower revenue and a less profitable mix of products, including lower sales of higher margin imaging and sensing products due to share normalization, which negatively impacted segment profit by $68.6 million.

Research and Development (“R&D”)

R&D expense decreased by $8.2 million, or 9.6% for the three months ended March 30, 2024 compared to the three months ended April 1, 2023, primarily due to a charge of $11.5 million recorded during the three months ended April 1, 2023 related to a write-off of in-process research and development intangible assets acquired from NeoPhotonics for projects that we subsequently decided not to pursue, offset by $1.0 million of higher spending in software and computer supplies used for R&D purposes.

R&D expense decreased by $4.9 million, or 2.1% for the nine months ended March 30, 2024 compared to the nine months ended April 1, 2023, primarily due to a charge of $11.5 million recorded during the nine months ended April 1, 2023 related to a write-off of in-process research and development intangible assets acquired from NeoPhotonics for projects that we subsequently decided not to pursue, offset by $4.0 million of higher spending in software and computer supplies used for R&D purposes.

We believe that continuing our investments in R&D is critical to attaining our strategic objectives. Despite signs of a challenging macroeconomic environment, we plan to continue to invest in R&D and new products that we believe will further differentiate us in the marketplace.

Selling, General and Administrative (“SG&A”)

SG&A expense increased by $1.3 million, or 1.7%, during the three months ended March 30, 2024 compared to the three months ended April 1, 2023. The increase was driven by $8.1 million of incremental amortization of intangible assets associated with the Cloud Light acquisition, substantially offset by a reduction in payroll related expenses as a result of recent restructuring actions and $2.4 million of lower outside consultant costs as a result of business and system integrations efforts.

SG&A expense decreased by $44.7 million, or 15.9%, during the nine months ended March 30, 2024 compared to the nine months ended April 1, 2023. The decrease in SG&A expense for the nine months ended March 30, 2024 was primarily driven by the overall reduction in payroll related expenses as a result of recent restructuring actions, $17.8 million of lower outside consultant costs as a result of business and system integrations efforts, $21.3 million of lower stock-based compensation, $7.8 million of lower legal costs with respect to the settlement of certain non-ordinary course litigation matters and $3.1 million of lower acquisition related costs as a result of the timing of our recent acquisitions, partially offset by $13.9 million of incremental amortization of intangible assets associated with the Cloud Light acquisition. In connection with the merger with NeoPhotonics that occurred in August 2022, certain equity awards for NeoPhotonics employees were accelerated, resulting in $11.9 million of stock-based compensation recognized during the nine months ended April 1, 2023.

From time-to-time, we incur expenses that are not part of our ordinary operations, such as mergers and acquisition-related and litigation expenses, which generally increase our SG&A expenses and potentially impact our profitability expectations in any particular period.

Restructuring and Related Charges

We have initiated various strategic restructuring events primarily intended to reduce costs, consolidate our operations, rationalize the manufacturing of our products, and align our business in response to market conditions. We also took certain actions in connection with the integration of NeoPhotonics.

During the three and nine months ended March 30, 2024, we recorded restructuring and related charges of $19.2 million and $36.0 million, respectively, primarily due to company-wide cost reduction initiatives, as well as our integration efforts as a result of the NeoPhotonics acquisition in August 2022.

During the three months ended April 1, 2023, we recorded restructuring and related charges of $1.6 million in our condensed consolidated statements of operations, which was primarily due to company-wide integration efforts as a result of the merger with NeoPhotonics, as well as our cost reduction initiatives. During the nine months ended April 1, 2023, we recorded restructuring and related charges of $24.8 million in our condensed consolidated statements of operations, which was primarily attributable to company-wide integration efforts as a result of the merger with NeoPhotonics, our cost reduction initiatives, as well as severance and employee-related benefits associated with NeoPhotonics’ executive severance and retention agreements. These agreements provide for payments and benefits upon an involuntary termination of employment under certain circumstances.

Interest Expense

For the three months ended March 30, 2024 and April 1, 2023, we recorded interest expense of $9.0 million and $8.7 million, respectively. For the nine months ended March 30, 2024 and April 1, 2023, we recorded interest expense of $28.4 million and $26.1 million, respectively. Interest expense relates to the amortization of the debt discount and issuance costs of our convertible notes. The increase in interest expense for the three and nine months ended March 30, 2024 is due to our 2029 Notes (as defined below) issued in June 2023, partially offset by the reduction of interest expense related to our 2024 Notes (as defined below) that matured and were fully paid in March 2024.

Other Income, Net

The components of other income, net are as follows (in millions):


	Three Months Ended				Nine Months Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Foreign exchange and other gains (losses), net	$	3.7	$	(0.5)	$	(0.5)	$	4.4
Interest and investment income, net	12.6		11.9		51.4		24.4
Other income (expense), net	(0.1)		—		(0.1)		0.1
Total other income, net	$	16.2	$	11.4	$	50.8	$	28.9

Other income, net for the three months ended March 30, 2024 increased by $4.8 million from the three months ended April 1, 2023 primarily due to an increase in income from foreign exchange of $4.2 million as a result of the strengthening of other foreign currencies relative to the U.S. dollar during the three months ended March 30, 2024.

Other income, net for the nine months ended March 30, 2024 increased by $21.9 million from the nine months ended April 1, 2023 primarily due to $27.0 million of increase in interest and investment income driven by an increase in interest rates on our fixed income securities, offset by a decrease in income from foreign exchange of $4.9 million as a result of the weakening of other foreign currencies relative to the U.S. dollar during the nine months ended April 1, 2023.

Provision (Benefit) for Income Taxes

The following table summarizes provision (benefit) for income taxes for the periods presented (in millions):


	Three Months Ended				Nine Months Ended
	March 30, 2024		April 1, 2023		March 30, 2024		April 1, 2023
Income tax provision (benefit)	$	19.6	$	(9.4)	$	15.8	$	14.4

We recorded a tax provision of $19.6 million and $15.8 million for the three and nine months ended March 30, 2024, respectively. Our tax provision for the three months ended March 30, 2024 includes a discrete tax expense of $17.6 million primarily related to the establishment of a partial valuation allowance against certain deferred tax assets, withholding taxes, and changes in prior year uncertain tax positions, partially offset by the tax benefit of tax rate changes. Our tax provision for the nine months ended March 30, 2024 includes a discrete tax expense of $19.2 million, primarily related the establishment of a partial valuation allowance against certain deferred tax assets, withholding taxes, a shortfall in connection with stock-based compensation vested during the period, and interest on uncertain tax positions, partially offset by the tax benefit from tax rate changes.

We regularly assess our ability to realize our deferred tax assets on a quarterly basis and will establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. During the three-months ended March 30, 2024, we determined that a portion of our deferred tax assets related to certain tax credit carryforwards are not more-likely-than-not to be realized, and we established a valuation allowance of $10.9 million against such deferred tax assets. We will continue to assess the need for a valuation allowance against our remaining deferred tax assets and may increase or decrease our valuation allowance materially in the future.

We recorded a tax benefit of $9.4 million and a tax provision of $14.4 million for the three and nine months ended April 1, 2023, respectively. Our tax benefit for the three months ended April 1, 2023 includes a discrete tax expense of $9.8 million, primarily related to a tax planning action that was implemented during the quarter relating to fiscal year 2022 and changes in prior year uncertain tax positions, partially offset by a shortfall in connection with stock-based compensation vested during the quarter. Our tax provision for the nine months ended April 1, 2023 includes a discrete tax expense of $7.2 million, primarily related to the international restructuring, partially offset by the tax benefits from tax rate changes, a tax planning action that was implemented during the quarter relating to fiscal year 2022, and changes in prior year uncertain tax positions.

In accordance with the guidance in ASC 740, we review whether our deferred tax assets are more likely than not to be realizable in the future. During the three months ended March 30, 2024, we determined that a portion of our deferred tax assets related to certain tax credit carryforwards were not expected to be realized on a more-likely-than-not basis. As such, we recognized a tax expense of $10.9 million to establish a partial valuation allowance against our deferred tax assets in the U.S.

Our estimated effective tax rate for fiscal 2024 differs from the 21% U.S. statutory rate primarily due to the income tax expense from foreign rate differential, non-deductible stock-based compensation, and current year valuation allowance changes, partially offset by the income tax benefit from various income tax credits.

Our provision for incomes taxes may be impacted by changes in the geographic mix of earnings, acquisitions, changes in the realizability of deferred tax assets, changes in our uncertain tax positions, the results of income tax audits, settlements with tax authorities, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, and changes in tax laws and regulations. It is also possible that significant negative or positive evidence may become available that causes us to change our conclusion regarding whether a valuation allowance is needed on certain of our deferred tax assets, which would affect our income tax provision in the period of such change.

We also evaluate changes to regulations and requirements in the international jurisdictions where we conduct our business. For additional information, refer to Part II Item 1A “Risk Factors”.

Financial Condition

Liquidity and Capital Resources

As of March 30, 2024 and July 1, 2023, our cash and cash equivalents were $425.0 million and $859.0 million, respectively. As of March 30, 2024 and July 1, 2023, our short-term investments of $445.9 million and $1,154.6 million, respectively, were all held in the United States. Cash equivalents and short-term investments are primarily comprised of money market funds, treasuries, agencies, high quality investment grade fixed income securities, certificates of deposit and commercial paper. Our investment policy and strategy provide for diversification of investments and is focused on the preservation of capital and supporting our liquidity requirements.

The total amount of cash held by the non-United States entities as of March 30, 2024 and July 1, 2023 was $216.5 million and $298.4 million, respectively, which was primarily held by entities incorporated in the United Kingdom, the British Virgin Islands, Japan, Hong Kong, China, Switzerland, the Cayman Islands, Thailand and Brazil. Although cash currently held in the United States, as well as cash generated in the United States from future operations, is expected to cover our normal operating requirements, a substantial amount of additional cash could be required for other purposes, such as capital expenditures to support our business and growth, including costs associated with increasing internal manufacturing capabilities, strategic transactions and partnerships, and future acquisitions.

Our intent is to indefinitely reinvest funds held outside the United States. Except for the funds held in the Cayman Islands, the British Virgin Islands, and Hong Kong, as well as certain subsidiaries in China and Japan, our current plans do not demonstrate a need to repatriate them to fund our domestic operations. However, if in the future, we encounter a significant need for liquidity domestically or at a particular location that we cannot fulfill through borrowings, equity offerings, or other internal or external sources, or the cost to bring back the money is not significant from a tax perspective, we may determine that cash repatriations are necessary or desirable. Repatriation could result in additional material taxes. These factors may cause us to have an overall tax rate higher than other companies or higher than our tax rates in the past. Additionally, if conditions warrant, we may seek to obtain additional financing through debt or equity sources. To the extent we issue additional shares, it may create dilution to our existing stockholders. However, any such financing may not be available on terms favorable to us or may not be available at all.

Liquidity and Capital Resources Requirements

We believe that our cash and cash equivalents as of March 30, 2024 and cash flows from our operating activities will be sufficient to meet our liquidity and capital spending requirements for at least the next 12 months.

There are a number of factors that could positively or negatively impact our liquidity position, including:

global economic conditions which affect demand for our products and services and impact the financial stability of our suppliers and customers, including the impact of uncertainty in the banking and financial services industries;
fluctuations in demand for our products as a result of changes in regulations, tariffs or other trade barriers, and trade relations in general;
changes in accounts receivable, inventory or other operating assets and liabilities, which affect our working capital;
increase in capital expenditures to support our business and growth, including increases in manufacturing capacity;
the tendency of customers to delay payments or to negotiate favorable payment terms to manage their own liquidity positions;
timing of payments to our suppliers;
volatility in fixed income and credit, which impact the liquidity and valuation of our investment portfolios;
cost and availability of credit, which may impact available financing for us, our customers or others with whom we do business;
volatility in foreign exchange markets, which impacts our financial results;
possible investments or acquisitions of complementary businesses, products or technologies, or other strategic transactions or partnerships;
issuance of debt or equity securities, or other financing transactions, including bank debt;
potential funding of pension liabilities either voluntarily or as required by law or regulation;
acquisitions or strategic transactions, in particular our recently completed acquisition of Cloud Light;
the settlement of any conversion or redemption of our convertible notes in cash; and
common stock repurchases under the share buyback program.

Contractual Obligations

The following table summarizes our contractual obligations as of March 30, 2024, and the effect such obligations are expected to have on our liquidity and cash flow (in millions):


	Payments Due
	Total		Less Than 1 Year		More Than 1 Year
Contractual Obligations
Asset retirement obligations	$	7.5	$	—	$	7.5

Operating lease liabilities, including imputed interest (1)	72.2		17.9		54.3
Pension plan contributions (2)	2.2		2.2		—
Purchase obligations (3)	369.8		319.6		50.2



Convertible notes - principal (4)	2,514.7		—		2,514.7
Convertible notes - interest (4)	89.5		18.8		70.7
Total	$	3,055.9	$	358.5	$	2,697.4

(1) The amounts of operating lease liabilities do not include any sublease income amounts nor do they include payments for short-term leases or variable lease payments. As of March 30, 2024, we expect to receive sublease income of approximately $3.6 million over the sublease periods.

(2) The amount of pension plan contributions represents planned contributions to our defined benefit plans. Although additional future contributions will be required, the amount and timing of these contributions will be affected by actuarial assumptions, the actual rate of returns on plan assets, the level of market interest rates, legislative changes, and the amount of voluntary contributions to the plan. Any contributions for the following fiscal year and later will depend on the value of the plan assets in the future and thus are uncertain. As such, we have not included any amounts beyond one year in the table above.

(3) Purchase obligations represent legally binding commitments to purchase inventory and other commitments made in the normal course of business to meet operational requirements. Refer to “Note 14. Commitments and Contingencies” in the notes to condensed consolidated financial statements.

(4) The amounts related to convertible notes include principal and interest on our 0.50% Convertible Senior Notes due 2026 (the “2026 Notes”), principal and interest on our 0.50% Convertible Senior Notes due 2028 (the “2028 Notes”), and principal and interest on our 1.50% Convertible Senior Notes due 2029 (the “2029 Notes”). The 2026 Notes have a maturity date of December 15, 2026, the 2028 Notes have a maturity date of June 15, 2028, and the 2029 Notes have a maturity date of December 15, 2029. The principal balances of our convertible notes are reflected in the payment periods in the table above based on their respective contractual maturities assuming no conversions. On March 15, 2024, the maturity date of the 2024 Notes, we repaid the outstanding $323.1 million principal amount of the 2024 Notes in full. Refer to “Note 9. Debt” in the notes to condensed consolidated financial statements.

We do not have any off-balance sheet arrangements, as such term is defined in rules promulgated by the SEC, which have or are reasonably likely to have a current or future effect on our liquidity or capital resources that are material to investors.

Indebtedness

As of March 30, 2024, the net carrying amount of our 2029 Notes of $599.1 million (principal balance of $603.7 million maturing in 2029) is presented in non-current liabilities. If the closing price of our stock exceeds $90.40 (or 130% of the conversion price of $69.54) for 20 of the last 30 trading days of any future quarter, the 2029 Notes would become convertible at the option of the holders during the subsequent fiscal quarter and the debt would be reclassified to current liabilities in our consolidated balance sheets.

As of March 30, 2024, the net carrying amount of our 2028 Notes of $856.5 million (which have an aggregate principal amount of $861.0 million outstanding that matures in 2028) is presented in non-current liabilities in our condensed consolidated balance sheets. If the closing price of our stock exceeds $170.34 (or 130% of the conversion price of $131.03) for 20 of the last 30 trading days of any future fiscal quarter, our 2028 Notes would become convertible at the option of the holders during the subsequent fiscal quarter and the debt would be reclassified to current liabilities in our condensed consolidated balance sheet.

As of March 30, 2024, the net carrying amount of our 2026 Notes of $1,046.8 million (which have an aggregate principal amount of $1,050.0 million outstanding that matures in 2026) is presented in non-current liabilities in our condensed consolidated balance sheets. If the closing price of our stock exceeds $129.08 (or 130% of the conversion price of $99.29) for 20 of the last 30 trading days of any future fiscal quarter, our 2026 Notes would become convertible at the option of the holders during the subsequent fiscal quarter and the debt would be reclassified to current liabilities in our condensed consolidated balance sheet.

Share Buyback Program

We have a share buyback program that authorizes us to utilize up to an aggregate amount of $1.2 billion to purchase our own shares of common stock through May 2025. During the nine months ended March 30, 2024, we did not repurchase any shares of our common stock. During the nine months ended April 1, 2023, we repurchased 0.3 million shares of our common stock at an average price of $89.80 per share for an aggregate purchase price of $25.7 million. Since the board of directors initially approved the share buyback program, we have repurchased 7.7 million shares in aggregate at an average price of $81.66 per share for a total purchase price of $630.4 million. We recorded the $630.4 million aggregate purchase price as a reduction of retained earnings within our condensed consolidated balance sheet. All repurchased shares were retired immediately. As of March 30, 2024, we have $569.6 million remaining under the share buyback program.

The price, timing, amount, and method of future repurchases will be determined based on the valuation of market conditions and other factors, at prices determined to be attractive and in the best interests of both the Company and our stockholders. The stock repurchase program may be suspended or terminated at any time.

Unrecognized Tax Benefits

As of March 30, 2024 and July 1, 2023, our other non-current liabilities include unrecognized tax benefit for uncertain tax positions of $73.9 million and $64.4 million, respectively. We are unable to reliably estimate the timing of future payments related to uncertain tax positions.

Cash Flows

Our balance of cash and cash equivalents decreased by $434.0 million from $859.0 million as of July 1, 2023 to $425.0 million as of March 30, 2024. The decrease in cash and cash equivalents during the nine months ended March 30, 2024 was due to cash used in financing activities of $336.4 million, cash used in investing activities of $86.8 million and cash used in operating activities of $10.8 million.

Operating Cash Flow

Cash used in operating activities was $10.8 million during the nine months ended March 30, 2024, which reflects a net loss of $294.0 million and changes in operating assets and liabilities of $19.1 million, offset by non-cash items of $302.3 million. Changes in operating assets and liabilities were primarily driven by a decrease in accounts payable of $82.8 million primarily due to lower inventory purchases and linearity of payments, and a decrease in income tax liabilities of $37.3 million primarily due annual income tax payments in Japan, offset by a decrease in accounts receivable of $37.2 million due to lower revenue and a decrease in inventories of $52.5 million primarily due to reduced inventory level in our Cloud & Networking business.

Cash provided by operating activities was $130.6 million during the nine months ended April 1, 2023, which reflects a net loss of $71.4 million and non-cash items of $346.5 million for the nine months ended April 1, 2023, offset by $144.5 million changes in our operating assets and liabilities. Changes in our operating assets and liabilities is mainly driven an increase in inventories of $80.6 million primarily related to prebuild inventory and safety stock, a decrease in accounts payable of $44.3 million lower purchases from our contract manufactures and linearity of payments, offset by a decrease in accounts receivable of $51.0 million due to lower revenue.

Investing Cash Flow

Cash used in investing activities of $86.8 million during the nine months ended March 30, 2024 was attributable to cash used in the acquisition of Cloud Light of $700.9 million, net of cash acquired, capital expenditures of $108.4 million and an intangible asset acquisition of $4.0 million, offset by net proceeds from sales or maturities of short-term investments of $725.7 million and proceeds from sales of property and equipment of $0.8 million.

Cash used in investing activities of $803.1 million during the nine months ended April 1, 2023 was attributable to the acquisition of NeoPhotonics and IPG product lines in the amount of $861.6 million, net of cash acquired, and capital expenditures of $92.2 million, partially offset by net proceeds from sales or maturities of short-term investments of $150.6 million.

Financing Cash Flow

Cash used in financing activities of $336.4 million during the nine months ended March 30, 2024 was attributable to $323.1 million of repayment of the principal amount of 2024 Notes upon maturity, tax payments related to net share settlement of restricted stock of $20.6 million, offset by $7.3 million of proceeds from employee stock plans.

Cash used in financing activities of $68.5 million during the nine months ended April 1, 2023 was driven by the repurchase of shares of our common stock of $35.8 million, tax payments related to net share settlement of restricted stock of $33.4 million, and $5.9 million of repayments for all the term loans that we assumed in connection with our merger with NeoPhotonics, offset by $6.6 million of proceeds from employee stock plans.

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