SecProbe.io

July 5, 2024
Wajid Ali
Chief Financial Officer
Lumentum Holdings Inc.
1001 Ridder Park Drive
San Jose, CA 95131
Re:Lumentum Holdings Inc.
Form 10-K for Fiscal Year Ended July 1, 2023
Response dated May 9, 2024
File No. 1-36861
Dear Wajid Ali:
            We have reviewed your May 9, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our April 11, 2024 letter.
Form 8-K filed August 17, 2023
Exhibit 99.1
1.We have considered your response to prior comment 1 regarding non-GAAP adjustments
for incremental cost of sales related to components previously acquired from various
brokers to satisfy customer demand. Although your purchases on the secondary market
were for “many multiples of the price charged by the customary supplier of the product”,
it does not appear that a non-GAAP adjustment for the incremental costs charged by third-
party brokers over the standard purchase price of such goods is consistent with Question
100.01 of the Division of Corporation Finance's Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures. Please further explain why this adjustment is not a
normal operating expense or remove it from your non-GAAP reconciliations.
Your response to prior comment 1 regarding the non-GAAP adjustment for net excess and
obsolete inventory charges explains that the amount recognized relates to products that
could no longer be sold to Huawei and could not be sold to any other customer. Please 2.

July 5, 2024
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explain why these products could not be sold to another customer. In addition, more fully
describe how your business was affected by the loss of Huawei as a customer.
3.You address your non-GAAP adjustment for abnormal excess capacity in your response
to prior comment 1. Please further address the following:
•Your response notes the non-GAAP adjustments for abnormal excess capacity are
attributable to three discrete factors. Tell us how the amount of the non-GAAP
adjustment was calculated and quantify the amount associated with each of the three
factors you identified.
•Your response dated March 15, 2024, referred to continued depreciation on
equipment and facilities that are winding down and will have minimal production.
Clarify why you believe minimal production is a factor that supports an adjustment to
your non-GAAP measures for depreciation expense.
•Clarify the nature of the additional costs and expenses related to the restructuring of
your manufacturing operations to eliminate the additional excess capacity associated
with products you historically sold to Huawei. As part of your response, tell us
whether the facilities where these costs and expenses were incurred continued to
operate in the periods when these non-GAAP adjustments were made.
•For your non-GAAP adjustment for underutilized manufacturing capacity, your
response identifies factors such as customers cutting their orders and not taking
shipments you had originally projected. Explain why a non-GAAP adjustment for
manufacturing capacity you enabled based on previously forecasted demand is
consistent with Question 100.01 of the Division of Corporation Finance's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
•For amounts related to post-acquisition facility consolidation, your response refers to
excess capacity charges during periods where production lines and facilities are being
shut down, transferred, and requalified in new facilities. Explain how these amounts
relate to your restructuring activities and how the costs that are part of the adjustment
differ from the amounts noted in the Restructuring and Related Charges footnote in
your Form 10-Q for the period ended March 30, 2024. In addition, describe the extent
of the operations that continued to occur at facilities you planned to close.
4.Your response to prior comment 2 explains your non-GAAP adjustment for litigation
matters. Please further explain why charges incurred in connection with offensive
intellectual property litigation are considered to be a non-ordinary course litigation matter
and quantify these charges.
You address your non-GAAP adjustment for integration-related costs in your response to
prior comment 2. Please further address the following:
•Quantify the amounts associated with each of the four types of costs incurred to
consolidate and restructure your manufacturing and facilities footprint following your
acquisition of NeoPhotonics Corporation.
•Tell us the types of activities being performed by employees dedicated to transfer and
requalification in the new facility and the period of these activities (i.e., until their
firm termination date).
Your response explains that, for non-GAAP purposes, you exclude the depreciation
on idle equipment being transferred “as it represents a cost solely attributable to the •5.

July 5, 2024
Page 3
integration of the acquired business”. As your response also explains that “US GAAP
does not allow the cessation of depreciation on idle equipment once the asset is
placed in service”, explain in further detail how you determined that it is appropriate
to exclude this depreciation from your non-GAAP measures.
6.Your response to prior comment 2 describes a non-GAAP adjustment for the amortization
of PP&E step-ups. Please explain how your exclusion of depreciation expense attributable
to acquired fixed assets is consistent with Question 100.04 of the Division of Corporation
Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
7.Your response to prior comment 2 discusses retention agreements. Please explain, in
greater detail, why retention bonuses for continuing employee are not considered to be a
normal operating expense. As part of your response, describe whether these employees
need to do anything other than remain employed for a set period following the acquisition
to receive a retention bonus. Refer to Question 100.01 of the Division of Corporation
Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
8.Your response to prior comment 2 indicates your non-GAAP policy is to exclude
integration costs that will not continue after a short time period after the acquisition,
generally one year, on the basis that they were only incurred in order to facilitate the
integration of the acquired company. Please reconcile your policy with your descriptions
of non-GAAP adjustments for retention bonuses and PP&E step-ups, both of which
appear to extend beyond one year.
9.Please tell us why your non-GAAP measures include an adjustment to exclude Non-cash
interest expense on convertible notes and other income and expenses, net.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing