SecProbe.io

March 25, 2015

Alan Lowe
President and Chief Executive Officer
Lumentum Holdings Inc.
430 N. McCarthy Blvd.
Milpitas, CA 95035

Re: Lumentum Holdings Inc.
 Form 10-12B
Filed February 26, 2015
File No. 001 -36861

Dear Mr. Lowe :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
informat ion or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

General

1. Please file your exhibits, such as the Separation and Distribution Agreement, as soon as
practicable.  We will need adequate time to review, and, if necessary, comment upon
your disclosure regarding the exhibits.

2. Please advise us when you will obtain the  tax opinion of PricewaterhouseCoopers and
whether you intend to file the opinion as an exhibit or an appendix to the filing.

Exhibit 99.1  Information Statement of Lumentum Holdings, Inc.

3. We note a number of blank spaces throughout your information stat ement.  Please
include these disclosures in your revised information statement as soon as practicable.
Note that we may have additional comments once you have provided these disclosures.

Alan Lowe
Lumentum Holdings Inc.
March 25, 2015
Page 2

 Questions and Answers About the Separation and Distribution , page 2

4. Please revise to address whether JDSU shareholders will have appraisal rights in
connection with the proposed transaction.

What is Lumentum and why is JDSU spinning off the CCOP business?, page 2

5. Please consider adding chart disclosure to enhance an un derstanding of your
organizational structure, both before and after the proposed distribution.

What are the conditions to the distribution?, page 4

6. Please revise to confirm, if true, that the conditions you enumerate may each be waived at
the discretion  of the JDSU board of directors.

Who will manage Lumentum after the separation?, page 6

7. We note that you list several executives who will manage Lumentum after the separation.
We also note that in a discussion of your “Executive Officers Following the Se paration”
at page 77 , you disclose that these current JDSU executives are “expected to serve as our
executive officers.” Plea se clarify whether these executives will be confirmed by your
board of directors before the distribution occurs.

Risk Factors

Risks Related to Our Business, page 15

8. Please consider including an additional risk factor discussing the risks associated with the
sale and market reception of your OpComms and Laser products.

Management’s Discussion and Analysis of Financial Condition and  Results of Operations

Revenue by Region, page 52

9. Please provide the names, and relationship with you, if any, of Customers A, B, and C.
Please see Item 101(c)(vii) of Regulation S -K.

Business , page 66

10. Please revise to clarify in what sense Lumentum is  a “leading provider” of optical and
photonic products, be it by revenues, market share, or some other measure.

Alan Lowe
Lumentum Holdings Inc.
March 25, 2015
Page 3

 Properties, page 75

11. Please clarify, as applicable, if your headquarters and properties will remain coterminous
with Viavi headquarters and p roperties after the spin -off is consummated.

Certain Relationships and Related Person Transactions

Indemnification, page 93

12. Please revise to clarify whether the indemnification provisions you reference are subject
to any cap.

Escrow Agreement, page 96

13. We note that you have described the terms of the Escrow Agreement within the body of
your registration statement, but have not included the Agreement as an exhibit to your
filing. Please revise to do so, or advise us why you believe it need not be filed.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the com pany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Alan Lowe
Lumentum Holdings Inc.
March 25, 2015
Page 4

 You may contact Christie Wong, Staff Accountant, at (2 02) 551 -3684  or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact William Mastrianna,
Attorney -Adviser,  at (202) 551 -3778, Paul Fischer , Attorney -Adviser, at (202) 551 -3415,  or me
at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Ed Batts
 DLA Piper