SecProbe.io

December 9, 2025
Wajid Ali
Chief Financial Officer
Lumentum Holdings Inc.
1001 Ridder Park Drive
San Jose, California 95131
Re:Lumentum Holdings Inc.
Form 10-K for the Fiscal Year Ended June 28, 2025
Filed August 19, 2025
File No. 001-36861
Dear Wajid Ali:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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October 7, 2025

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn. Dale Welcome and Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for Fiscal Year Ended June 28, 2025

Filed August 19, 2025

Form 8-K filed August 12, 2025

File No. 1-36861

Ladies and Gentlemen,

Lumentum Holdings Inc. (“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 9, 2025 (the “Comment Letter”), relating to the Form 10-K for the fiscal year ended June 28, 2025 (the “Form 10-K”) and Form 8-K filed on August 12, 2025 (the “Form 8-K").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each numbered comment.

Form 10-K for the Fiscal Year Ended June 28, 2025

Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates

Income Taxes, page 47

1.We note the release of your income tax valuation allowance related to UK deferred tax assets resulted in you recording an income tax benefit of $153.1 million in the fiscal year ended June 28, 2025. Please explain to us, and expand your disclosures in future filings to more fully address, the specific positive and negative evidence you considered in determining it was more-likely-than-not UK deferred tax assets are realizable, how that evidence was weighed, and how that evidence led you to determine it was appropriate to reverse a portion of your income tax valuation allowance in the current fiscal year. Refer to Item 303(b)(3) of Regulation S-K and ASC 740-10-30-16 through 30-25.

Lumentum respectfully advises the Staff that in assessing the income tax valuation allowance release related to the UK deferred tax assets, we weighed all available positive and negative evidence related to our UK subsidiary, including its historical operating results, projected future taxable income, tax planning strategies, and reversals of deferred tax liabilities, and determined that the weight of available objectively verifiable positive evidence supported the realizability of the UK deferred tax assets.

Historically, our UK operations have incurred pre-tax losses, which is objectively verifiable negative evidence. That history of pre-tax losses resulted in the Company maintaining an income tax valuation allowance through fiscal year 2024. During fiscal year 2025, the UK operations continued to generate pre-tax losses. However, we effectuated an internal restructuring at the end of fiscal year 2025 which changed our UK business operating model beginning in fiscal year 2026. As part of this internal restructuring, new intercompany service arrangements were entered into which will result in the UK operations being compensated on a cost-plus basis, which will provide guaranteed positive operating margins on a go forward basis. While forecasts of future income are inherently subjective, because of the intercompany service agreements, we have concluded that projections of future taxable income are objectively verifiable.

In weighing the available evidence, more weight was placed upon our forecasts of future taxable income than on the history of pre-tax losses due to the fact that such losses were generated under our prior UK business operating model which will no longer be in effect beginning with fiscal year 2026.  Further, the guarantee of a positive operating margin under the intercompany agreement is aligned with the change in the business model. In other words, the history of losses is not indicative of our future UK operations after the internal restructuring.

Further, the most significant deferred tax asset in the UK is the net operating loss carryforward. Under UK tax law, net operating losses may be carried forward indefinitely, and we have considered the indefinite carryforward period to be positive evidence. Additionally, we have deferred tax liabilities in the UK, the reversal of which provides an additional source of future taxable income. Based on the objectively verifiable projections of future taxable income along with the reversal of our deferred tax liability, we have concluded that there exists sufficient positive evidence that outweighs the negative evidence and it is more likely than not that our UK deferred tax assets are realizable over the indefinite carryforward period allowed under UK tax law.

Beginning with our next Form 10-Q, for the period ended September 27, 2025, we will update our critical accounting policies and estimates on income taxes to provide additional disclosures on how a deferred tax valuation allowance release will impact our financial statements.  In the event of any material change in income tax valuation allowance, we will more fully address the specific positive and negative evidence that are considered in determining whether the deferred tax assets are realizable, how such evidence is weighed, and how such evidence led us to conclude the appropriateness of its income tax valuation allowance. Below is an example of our revised disclosures with the updated disclosures highlighted in bold.

“In accordance with the authoritative guidance on accounting for income taxes, we recognize income taxes using an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of the enacted tax law, and the effects of future changes in tax laws or rates are not anticipated.

The authoritative guidance provides for recognition of deferred tax assets if the realization of such deferred tax assets is more likely than not to occur based on an evaluation of both positive and negative evidence and the relative weight of the evidence. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carry-back is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance.

In the event we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. Conversely, if we later determine that it is more likely than not that all or a portion of the net deferred tax assets will be realized, we would reverse the applicable portion of the previously established valuation allowance. A release of valuation allowance decreases income tax expense in the period of release, increases net income, and reduces our effective tax rate. Such releases may be material to our financial statements depending on the size of the deferred tax assets involved.

In the fourth quarter of fiscal 2025, we released $153.1 million of valuation allowances on our UK deferred tax assets after we considered all available positive and negative evidence related to our UK subsidiary.  We analyzed the UK subsidiary’s historical operating results, projected future taxable income, tax planning strategies, and reversals of deferred tax liabilities, and determined that the weight of available objectively verifiable positive evidence supported the realizability of the UK deferred tax assets. In weighing the available evidence, more weight was placed upon our forecasts of future taxable income than on the history of pre-tax losses as such losses were generated under our prior UK business operating model which will no longer be in effect beginning with fiscal year 2026, and the guarantee of a positive operating margin as we effectuated an internal restructuring at the end of fiscal year 2025. Further, the most significant deferred tax asset in the UK is the net operating loss carryforward. Under UK tax law, net operating losses may be carried forward indefinitely, and we have considered the indefinite carryforward period to be positive evidence.

We are subject to income tax audits by the respective tax authorities of the jurisdictions in which we operate. The determination of our income tax liabilities in each of these jurisdictions requires the interpretation and application of complex, and sometimes uncertain, tax laws and regulations. The authoritative guidance on accounting for income taxes prescribes both recognition and measurement criteria that must be met for the benefit of a tax position to be recognized in the financial statements. If a tax position taken, or expected to be taken, in a tax return does not meet such recognition or measurement criteria, an unrecognized tax benefit liability is recorded. If we ultimately determine that an unrecognized tax benefit liability is no longer necessary, we reverse the liability and

recognize a tax benefit in the period in which it is determined that the unrecognized tax benefit liability is no longer necessary.

Our income tax provision is highly dependent on the geographic distribution of our worldwide earnings or losses, tax laws and regulations in various jurisdictions, tax incentives, the availability of tax credits and loss carryforwards, and the effectiveness of our tax planning strategies. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings and tax audits.

The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that we make certain estimates and judgments. Changes to these estimates, including changes in judgment regarding the realizability of deferred tax assets and the need for or release of valuation allowances, may have a material impact on our tax provision, net income, and effective tax rate in a future period.

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 65

2.Please explain to us where the reversal of the income tax valuation allowance is presented in your statement of cash flows for the year ended June 28, 2025. To the extent it is included in income taxes, net (i.e., within changes in operating assets and liabilities), revise future filings to disaggregate and separately present the reversal of the income tax valuation allowance as a non-cash adjustment to reconcile net income (loss) to net cash provided by operating activities. Otherwise, tell us why the current presentation is appropriate, refer to ASC 230-10-45-28.

Lumentum respectfully advises the Staff that in our Statement of Cash Flows for the fiscal year ended June 28, 2025, the benefit from the reversal of the income allowance was included within the line item “Income taxes, net” under changes in operating assets and liabilities.  Further, the total net amount of the reversal of the income tax valuation of $49.6 million was disclosed in Note 13 – Income Taxes. In addition, we have disclosed the amount of the release of the valuation allowance for our UK subsidiary on a gross basis (before considering offsetting valuation allowance increases in other jurisdictions) of $153.1 million.   We believe this presentation disclosed the amounts and impacts of the valuation allowance appropriately.

However, in light of the Staff’s comment, we will revise future filings to disaggregate the net amount of the change in the valuation allowance and present it as a separate non-cash reconciling item titled “changes in income tax valuation allowance” within “Adjustments to reconcile net income to net cash provided by operating activities,” consistent with ASC 230-10-45-28.

Notes to Consolidated Financial Statements

Note 17. Operating Segments and Geographic Information, page 116

3.We note your segment disclosures state you do not track all your property, plant, and equipment, by segment. Please tell us, and revise future filings to clarify, whether any asset information by segment is reviewed by or provided to your CODM. If asset information by segment is not provided to your CODM, clarify that fact and explain the reason why as required by ASC 280-10-50-26. Specifically address why property, plant, and equipment, is not tracked by segment, and clarify that this is the reason why depreciation expense by segment has not been disclosed as required by ASC 280-10-50-22(e).

Lumentum respectfully advises the Staff that our Chief Operating Decision Maker (“CODM”) evaluates segment performance primarily on revenue and segment operating profit metrics.  We do not disclose total assets, property, plant, and equipment (“PP&E”) or other balance sheet information for each operating segment because these amounts are not provided to the CODM nor are they used in assessing segment performance or deciding how to allocate resources to the segment.  We do not maintain separate balance sheets by segment in our financial reporting systems.  PP&E is not tracked by segment as our manufacturing facilities are not segment – specific, and a large percentage of our assets, including most of our real property (owned and leased), buildings, and building improvements, support multiple product lines in both of our operating segments.  In addition, most our non-manufacturing assets are deployed to support company-wide functions such as sales, marketing and general administration.

Although depreciation is one of the many expense types included in the measure of segment profit or loss, (i.e. it is one of the expenses within Cost of Sales and Operating Expenses) depreciation is not specifically tracked or analyzed by segment. Depreciation by segment is not compiled or disclosed in any of the financial data provided to the CODM.  Depreciation data is only provided to management and the CODM at a consolidated level, and indirectly, as part of the review of the statement of cash flows in our SEC filings.  Although depreciation by segment

can be derived, we do not feel it is appropriate to disclose this level of information as it is not specifically tracked or analyzed by segment as described above.

The only balance sheet information available and provided to our CODM below consolidated total assets is inventory by product line and segment. The inventory information is presented to the CODM at standard cost and does not include allocations of all inventoried costs required for GAAP financial reporting. Therefore, the total of the inventory by product line and segment does not equal consolidated inventory according to U.S. GAAP as presented on the balance sheet.  The data is intended for operational purposes only and solely to align production capacity with demand.  Accordingly, management believes that disclosing this information could be misleading, as it would not provide an accurate presentation of inventory by segment.  This data is not used by the CODM for purposes of assessing segment performance or deciding how to allocate resources.

Lumentum respectfully advises the Staff that during the fiscal first quarter of 2026 (the three-month period ended September 27, 2025), our CODM implemented changes in the organizational structure to better align the organization to how he intends to allocate resources and assess performance of Lumentum.  Our CODM is our

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 Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 650.493.6811

September 16, 2025

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Dale Welcome

         Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended June 28, 2025

Filed August 19, 2025

Form 8-K filed August 12, 2025

File No. 001-36861

Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (the “Company”), we respectfully advise the staff (the “Staff”) of the Securities and Exchange Commission that the Company is in receipt of the Staff’s letter dated September 9, 2025 containing comments regarding the above-referenced filing. The Company respectfully advises the Staff that it expects to respond to the Staff’s letter no later than October 7, 2025.

Please do not hesitate to contact me at (650) 493-9300 if you have any questions or require additional information. I thank you in advance for your consideration.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Lisa Stimmell

Lisa Stimmell

cc:    Lumentum Holdings Inc.

AUSTIN        BOSTON        BOULDER        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
SALT LAKE CITY        SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

September 9, 2025
Wajid Ali
Chief Financial Officer
Lumentum Holdings Inc.
1001 Ridder Park Drive
San Jose, California 95131
Re:Lumentum Holdings Inc.
Form 10-K for the Fiscal Year Ended June 28, 2025
Filed August 19, 2025
Form 8-K filed August 12, 2025
File No. 001-36861
Dear Wajid Ali:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for the Fiscal Year Ended June 28, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Income Taxes, page 47
1.We note the release of your income tax valuation allowance related to UK deferred
tax assets resulted in you recording an income tax benefit of $153.1 million in the
fiscal year ended June 28, 2025. Please explain to us, and expand your disclosures in
future filings to more fully address, the specific positive and negative evidence you
considered in determining it was more-likely-than-not UK deferred tax assets are
realizable, how that evidence was weighed, and how that evidence led you to
determine it was appropriate to reverse a portion of your income tax valuation
allowance in the current fiscal year. Refer to Item 303(b)(3) of Regulation S-K and
ASC 740-10-30-16 through 30-25.

September 9, 2025
Page 2
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 65
2.Please explain to us where the reversal of the income tax valuation allowance is
presented in your statement of cash flows for the year ended June 28, 2025. To the
extent it is included in income taxes, net (i.e., within changes in operating assets and
liabilities), revise future filings to disaggregate and separately present the reversal of
the income tax valuation allowance as a non-cash adjustment to reconcile net income
(loss) to net cash provided by operating activities.  Otherwise, tell us why the current
presentation is appropriate, refer to ASC 230-10-45-28.
Notes to Consolidated Financial Statements
Note 17. Operating Segments and Geographic Information, page 116
3.We note your segment disclosures state you do not track all your property, plant, and
equipment, by segment. Please tell us, and revise future filings to clarify, whether any
asset information by segment is reviewed by or provided to your CODM. If asset
information by segment is not provided to your CODM, clarify that fact and explain
the reason why as required by ASC 280-10-50-26. Specifically address why property,
plant, and equipment, is not tracked by segment, and clarify that this is the reason why
depreciation expense by segment has not been disclosed as required by ASC 280-10-
50-22(e).
4.We note references to various products/product lines for each reportable segment
under Item 1. Business (see page 2) and within your Earnings Calls. Please revise
future filings to provide revenue for each product and service or each group of similar
products and services, as required by ASC 280-10-50-40. We note entity-wide
disclosures are required even if that information is not used by the CODM. If
providing this information is impracticable, that fact should be disclosed.
Form 8-K filed August 12, 2025
Exhibit 99.1
5.Your disclosures under "Use of Non-GAAP Financial Measures" indicate non-GAAP
financial information provides additional insight into your on-going business
operations and results, as well as cash generation, and indicate the information allows
investors to understand and evaluate cash flows. We note you previously removed
references to cash generation and cash flows from earnings release disclosures since
your non-GAAP financial measures are performance measures not liquidity measures.
In this regard, please revise your disclosures in future filings as appropriate and to be
consistent with your response to comment 8 in your response letter dated March 15,
2024, or advise us of any subsequent changes since that response.

September 9, 2025
Page 3
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

October 21, 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 June 29, 2024
Form 10-K for Fiscal Year Ended July 1, 2023
File No. 1-36861
Dear Wajid Ali:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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October 16, 2024

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn. Mindy Hooker and Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for Fiscal Year Ended June 29, 2024

Form 8-K/A filed August 21, 2024

Response dated August 2, 2024

File No. 1-36861

Ladies and Gentlemen,

Lumentum Holdings Inc. (“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 11, 2024 (the “Comment Letter”), relating to the Form 10-K for the fiscal year ended July 1, 2023 (the “Form 10-K”) and Form 8-K filed on August 17, 2023 (the “Form 8-K").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each numbered comment.

Form 8-K/A filed August 21, 2024

Exhibit 99.1

Reconciliations of GAAP Measures to Non-GAAP Measures

1. We note you refer to a $3.4 million one-time charge in footnote (2) that resulted from a contract termination with one of your vendors due to a change in your manufacturing strategy. Please more fully explain the facts and circumstances related to this charge and why you believe a non-GAAP adjustment to exclude the charge is appropriate. Specifically address how you considered Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in your determination.

We respectfully advise the Staff that Lumentum's 3DS VCSEL products, a product line in our Industrial Tech operating segment, rely on an outsourced process known as high energy implantation. Historically, these implantation services were provided by a third-party service provider.  However, such third party was acquired by a Lumentum competitor in October 2020 and therefore, Lumentum engaged a second service provider that could provide the implantation services using consigned equipment from Lumentum.  In Q4FY24, Lumentum made the strategic decision to cancel the agreement with the second service provider and continue purchasing from the original service provider.  We never utilized the tool or this new supplier and in conjunction with this cancellation we paid a $0.8 million contract termination fee, in addition to the $2.7 million prepaid non-refundable manufacturing setup fee.

    We believe that the decisions made regarding the changes in obtaining these services was not a part of our normal, recurring, operations and therefore the costs related to the changes are not normal, recurring cash operating expenses necessary to operate our business.  We believe the strategic decisions between the different services models was unique and non-recurring, like a restructuring, and not part of the normal costs to run the business. We note restructuring expenses are removed from non-GAAP results commonly by registrants (including Lumentum), and restructuring charges often include costs for contract termination costs in accordance with ASC 420-10-15-3. However, as such a strategic shift is not explicitly listed in paragraph 420-10-15-4, we determined it was not appropriate to include such charges in the “Restructuring and Related Charges” line item of our GAAP income statement, and instead include such charges in Cost of Sales.

However, considering the SEC’s comment, we will no longer exclude this type of charge from our non-GAAP results.

2)    We note you present a non-GAAP financial measure you identify as Net Income per share on non-GAAP basis. We also note in footnote (5) you indicate that the number of shares used to calculate this measure include shares related to restricted stock units (“RSUs”) and shares issuable under your Employee Stock Purchase Plan that were anti-dilutive on a GAAP basis but do not appear to include potentially dilutive shares issuable upon the conversion of your convertible notes because you assume the face value of the convertible notes will be settled in cash. Please more fully explain how you determine the shares used to calculate EPS on a GAAP basis and on a non-GAAP basis, including your consideration of the requirements of ASU 2020-06 for both. To the extent applicable, please explain why you believe assuming your convertible notes will be settled in cash and not including the dilutive impact of the shares that could occur upon the conversion of the notes and, consequently, not using the if-converted method required by ASU 2020-06, is appropriate given you report net income on a non-GAAP basis. Specifically address how you considered

Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in your determination.

Lumentum respectfully advises the Staff that for GAAP purposes, we follow the authoritative guidance of ASC 260-10-45-40 for treatment of convertible debt securities.  Therefore, we use the if-converted method, as our convertible debt instruments contained a flexible conversion option whereby Lumentum has the option to settle in cash, equity, or a combination thereof.  However, during all periods since the adoption of ASU 2020-06, the convertible debt was anti-dilutive as we have had GAAP net losses.

However, we have been removing the additional shares that would be added for the convertible debt under the if-converted method for non-GAAP purposes, including in periods where we recognized non-GAAP profits. In making the decision to adjust our non-GAAP denominator, we considered Question 100.04 of Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.  Our intention in removing the additional dilution was not to present an alternative accounting measure, but rather to present an alternate view of our results which would be meaningful to investors, in addition to the GAAP results, that best reflects to investors the Company’s expectations that the face value will be settled in cash.

Our “Shares used in per share calculation - diluted on non-GAAP basis” therefore only adds the dilutive impact of our employee equity programs, primarily consisting of shares attributable to RSU and ESPP.  The amount added to the denominator represents the additional shares that would have been added to our GAAP denominator if our GAAP net income was positive, using the treasury stock method as prescribed by ASC 260-10-45-25. In addition, our non-GAAP diluted share count includes shares that may be issued upon conversion of our debt in periods where our stock price exceeds the relative conversion price. Therefore, when both GAAP and non-GAAP net income are in a profit position, our GAAP diluted shares will equal our non-GAAP diluted share count.

We would also like to highlight to the Staff that during the quarter ended September 28, 2024, we modified the terms of all three outstanding convertible debt instruments.  Pursuant to the terms of the convertible notes, we irrevocably elected to settle the principal amount of the notes in cash, and therefore the flexible conversion feature on notes has been removed with respect to the principal.  This election formalizes and is consistent with our intent to settle the face value of the notes in cash as reflected in our non-GAAP measures. Therefore, under ASC 260-10-45, we will not be including any dilution for our convertible debt in our share count in the future unless our stock price exceeds the conversion price, under either GAAP or non-GAAP, as the principal must be settled in cash.  During all periods presented since the adoption of ASU 2020-06, the convertible debt instruments’ conversion price exceeded our stock price. If our stock price exceeds the conversion price in the future, such additional dilution will be reflected in both GAAP and non-GAAP share counts, assuming that the company was profitable (GAAP or non-

GAAP) during the reporting period, as we maintain the flexible conversion rights to settle such additional dilution (above the face value) in cash, shares, or any combination thereof.

Form 8-K filed August 17, 2023

Exhibit 99.1

3.     We note your response to prior comment 5 regarding depreciation for idle equipment and facilities. Although these assets are idle, it appears that the exclusion of the related depreciation charge is inconsistent with GAAP recognition and measurement principles. Please further explain your basis for this non-GAAP adjustment or revise your presentation.

Lumentum respectfully advises the Staff that while we believe that idle costs and start-up costs that relate to significant shifts in manufacturing footprint and business strategy are commonly removed for non-GAAP reporting purposes by other companies, especially in our industry, beginning with the current quarter ended September 28, 2024, we will cease removing depreciation on idle equipment and facilities from our non-GAAP measures.

4. Your response to prior comment 7 states that the retention payments would not be provided absent the acquisition and integration. As these payments are intended to incentivize employees to remain with the company and do not include any other requirements, the amounts incurred appear to be a normal, recurring, cash operating expenses. Please revise or further explain why this adjustment is appropriate based on Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

Lumentum respectfully advises the Staff that while such retention costs that are incurred solely to facilitate the integration of an acquisition, and that are incremental to the normal level of employee compensation and the post-integration level of employee compensation, are commonly removed for non-GAAP reporting purposes by other companies, especially in our industry, beginning with the current quarter ended September 28, 2024, we will cease removing retention payments from our non-GAAP measures.

Finally, we would like to confirm to the Staff that in future filings, we will recast our presentation of historical non-GAAP results to reflect the current period presentation (which reflects the changes discussed with the Staff) to maintain comparability between periods.

Please do not hesitate to contact me at 408-546-4313, or Jae Kim, SVP and General Counsel at 408-546-4222 if you have any questions regarding this response letter.

Sincerely,

/s/ Wajid Ali

Executive Vice President, Chief Financial Officer

Cc:

Jae Kim, SVP and General Counsel

Lisa Stimmell, Wilson Sonsini Goodrich & Rosati

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Document

 Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 650.493.6811

September 19, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mindy Hooker

         Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended June 29, 2024

Form 8-K/A filed on August 21, 2024

Response dated August 2, 2024

File No. 1-36861

Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (the “Company”), we respectfully advise the staff (the “Staff”) of the Securities and Exchange Commission that the Company is in receipt of the Staff’s letter dated September 11, 2024 containing comments regarding the above-referenced filing. The Company respectfully advises the Staff that it expects to respond to the Staff’s letter no later than October 9, 2024.

Please do not hesitate to contact me at (650) 493-9300 if you have any questions or require additional information. I thank you in advance for your consideration.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Lisa Stimmell

Lisa Stimmell

cc:    Lumentum Holdings Inc.

AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

September 11, 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 June 29, 2024
Form 8-K/A filed August 21, 2024
Response dated August 2, 2024
File No. 1-36861
Dear Wajid Ali:
            We have reviewed your August 2, 2024 response to our comment letter and have the
following comment(s).
            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 July 5, 2024 letter.
Form 8-K/A filed August 21, 2024
Exhibit 99.1
Reconciliations of GAAP Measures to Non-GAAP Measures
1.We note you refer to a $3.4 million one-time charge in footnote (2) that resulted from a
contract termination with one of your vendors due to a change in your manufacturing
strategy. Please more fully explain the facts and circumstances related to this charge and
why you believe a non-GAAP adjustment to exclude the charge is appropriate.
Specifically address how you considered Question 100.01 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in
your determination.
We note you present a non-GAAP financial measure you identify as Net Income per share
on non-GAAP basis. We also note in footnote (5) you indicate that the number of shares
used to calculate this measure include shares related to restricted stock units (“RSUs”) 2.

September 11, 2024
Page 2
and shares issuable under your Employee Stock Purchase Plan that were anti-dilutive on a
GAAP basis but do not appear to include potentially dilutive shares issuable upon the
conversion of your convertible notes because you assume the face value of the convertible
notes will be settled in cash. Please more fully explain how you determine the shares used
to calculate EPS on a GAAP basis and on a non-GAAP basis, including your
consideration of the requirements of ASU 2020-06 for both. To the extent applicable,
please explain why you believe assuming your convertible notes will be settled in cash
and not including the dilutive impact of the shares that could occur upon the conversion of
the notes and, consequently, not using the if-converted method required by ASU 2020-06,
is appropriate given you report net income on a non-GAAP basis. Specifically address
how you considered Question 100.04 of the Division of Corporation Finance’s
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in your
determination.
Form 8-K filed August 17, 2023
Exhibit 99.1
3.We note your response to prior comment 5 regarding depreciation for idle equipment and
facilities. Although these assets are idle, it appears that the exclusion of the related
depreciation charge is inconsistent with GAAP recognition and measurement principles.
Please further explain your basis for this non-GAAP adjustment or revise your
presentation.
4.Your response to prior comment 7 states that the retention payments would not be
provided absent the acquisition and integration. As these payments are intended to
incentivize employees to remain with the company and do not include any other
requirements, the amounts incurred appear to be a normal, recurring, cash operating
expenses. Please revise or further explain why this adjustment is appropriate based on
Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures.
            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

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August 2, 2024

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn. Mindy Hooker and Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended July 1, 2023

Form 8-K filed on August 17, 2023

File No. 1-36861

Ladies and Gentlemen,

Lumentum Holdings Inc. (“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated July 5, 2024 (the “Comment Letter”), relating to the Form 10-K for the fiscal year ended July 1, 2023 (the “Form 10-K”) and Form 8-K filed on August 17, 2023 (the “Form 8-K").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each numbered comment.

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.

We respectfully advise the Staff that these incremental cost of sales related solely to the incremental costs of components that we acquired from various brokers for a limited period over and above the cost of the same components that we acquired from our normal suppliers. The need to acquire product from the secondary market was the direct result of unprecedented industry-wide constraints on our supply chain that were known with certainty to be short term, and were caused by the COVID-19 pandemic. We had never before experienced such extreme situations, and we do not reasonably expect such extreme shortages to exist in the future. Notwithstanding our belief that these short-term, incremental costs were not part of our normal operating expenses, in light of the Staff’s comment, beginning in the first fiscal quarter of FY 2025, which began June 30, 2024 and ends September 28, 2024, we will no longer exclude these charges from our non-GAAP results.

2)    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 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.

Lumentum respectfully advises the Staff that our company, and our competitors in optical and photonics products, do not sell our telecom products to the end consumers. Instead, 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.

The specifications of our products vary from customer to customer. Our finished goods products (FG), in most cases, are highly customized and very customer-specific.  Even if we sell a similar product to several different OEM customers, each customer will likely have a different bill of materials (BOM) with unique parts, different performance requirements, and different testing parameters.  Qualification by our customers of the interoperability of our products into our customers products, prior to high volume shipments for revenue, is normal for our industry, and occurs with all products sold to large-scale OEM’s like Huawei. Therefore, any cancellations will require write offs of inventory.  For finished goods products, the write offs are generally 100% of the inventory value because the cost to tear down, refurbish, and retest the products often exceeds the value of the inventory.  At the work-in-process level (WIP), the write offs will be a varying portion, generally between 20% and 100%, depending on the staging of the WIP, and uniqueness of the specifications. At the raw materials level, most of the components are generally usable for other customers, assuming sufficient demand, but write offs will still exist for any unique components.

In the case of Huawei, the majority of our inventory write downs that occurred due to the BIS export restrictions were WIP and FG wavelength-selective-switch (WSS) products, which is a product line within our Cloud and Networking operating segment.  Our WSS products are highly customized for each Network Equipment Manufacturer (NEM) like Huawei, given the communications networking systems they design and sell are significantly differentiated (the NEM’s are competitors). This means WIP and FG inventory cannot be used for other applications at other NEM’s.

With respect to the impact to our business caused by the export restrictions and inability to supply Huawei, we would like to first reiterate that our sales to Huawei in the fourth quarter of FY 2024 were zero, compared to previous quarterly averages of approximately $50 million ($188 million, or 10.8% of revenue in fiscal year 2021, and $221 million, or 13.2% of revenue in fiscal year 2020).  The export restrictions also affected the utilization of our manufacturing capacity (and resulting excess capacity charges).  See further responses to Question 3) below. Lastly, we would like to refer the Staff to the disclosures in our Risk Factors with respect to the risks and impacts to our business, which appears most recently in our Form 10-Q for the quarter ended March 30, 2024, filed on May 7, 2024.

3)    You address your non-GAAP adjustment for abnormal excess capacity in your response to prior comment 1. Please further address the following:

Lumentum respectfully addresses each of the Staff’s supplemental points separately below.  In summary, we believe the removal of these costs was justified in light of the unique circumstances, and consistent with the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, including Question 100.01. However, in light of the Staff’s comments, we understand that the Staff may view charges related to underutilization of our manufacturing facilities as part of our normal operations, regardless of the underlying driver of such underutilization charges.  Therefore, beginning in the first fiscal quarter of FY 2025, which began June 30, 2024 and ends September 28, 2024, we will no longer exclude these charges from our non-GAAP results.

•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.

We advise the Staff that although we know qualitatively that the three factors provided in our last response (Huawei restrictions, COVID-19 supply chain, and post M&A facility consolidation) are the three primary drivers of the higher excess capacity charges, we are unable to specifically quantify how much of each of the three factors impacted our excess capacity.  In addition, the impacts of each would change from quarter to quarter.

In total, we were able to easily quantify the amounts in total by comparing the amount of excess capacity to the excess capacity experienced in periods prior to these three factors existing. We believe it is useful information to investors to show quantitatively, in addition to the more prominently presented GAAP numbers, the impact to our results from the underutilized capacity which is driven by these factors that we do not consider part of our normal ongoing operations. However, as mentioned above, beginning in the first fiscal quarter of FY 2025, which began June 30, 2024 and ends September 28, 2024, we will no longer exclude these charges from our non-GAAP results.

•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.

Please see above response.  As the minimal production is driven by post-M&A facilities restructuring activities, and such charges would cease when the restructuring was completed, we believe excluding these charges allows investors to see an alternative view of our results including only normal operations. However, as mentioned above, beginning in the first fiscal quarter of FY 2025, which began June 30, 2024 and ends September 28, 2024, we will no longer exclude these charges from our non-GAAP results.

•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.

We would like to clarify to the Staff that our reference to additional costs and expenses was in the context of additional amounts being charged to the income statement, as opposed to being absorbed into the standard cost and part of our ongoing gross margin profile. As stated,

 “The export control restrictions against Huawei that caused excess and obsolete inventory, as detailed above, have also resulted in excess manufacturing capacity.  We are in the process of restructuring our manufacturing operations to eliminate such additional excess capacity in the future, but we have experienced additional costs and expenses related thereto.”

We respectfully advise the Staff that the “additional costs and expenses thereto” referred to the additional excess capacity charges being recognized in the income statement because of lower production, not incremental spending that occurred due to the Huawei related export control restrictions.  The additional excess capacity created by no longer being able to build and sell to Huawei primarily impacted one of our facilities in California, where we produce components for our WSS products, a product line within our Cloud and Networking operating segment. WSS

components were sent to our third-party contract manufacturer in Thailand for final module build, packaging and testing.  These facilities continue to operate but we have excess capacity charges related to this product line.

•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.

We believe that excess capacity that is driven by normal operational shifts should be recorded to our non-GAAP results.  For example, customers cancelling orders, if such cancellations are driven by 1) a loss of market share to a competitor 2) a reduction in needs/consumption by the end consumer, 3) generational changes in product lines and obsolescence, or any other changes that are expected to occur from time to time in the normal course of business, are all considered by us to be normal and recurring.

We believe these circumstances were unique. The cutting of orders was driven by unprecedented supply chain factors caused by the COVID 19 pandemic, and the Huawei export restrictions.

However, as mentioned above, beginning in the first fiscal quarter of FY 2025, which began June 30, 2024 and ends September 28, 2024, we will no longer exclude these charges from our non-GAAP results.

•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 re-qualified 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.

We respectfully advise the Staff that our “Restructuring and Related Charges” which are removed for non-GAAP purposes only include those charges that are broken out separately on the GAAP income statement as “Restructuring and Related Charges.”  These amounts are charges that meet the criteria of ASC 420-10-05-2-A,

a.Involuntary employee termination benefits pursuant to a one-time benefit arrangement that, in substance, is not an ongoing benefit arrangement or an individual deferred compensation contract

b.Costs to terminate a contract that is not a lease

c.Other associated costs, including costs to consolidate or close facilities and relocate employees.

Specifically, during the period ended March 30, 2024, all $19.2 million related to involuntary termination benefits, due to a significant reduction in force action taken on March 6, 2024.

Similarly, in past periods when a decision to restructure and consolidate facilities is made, the “Restructuring and related charges” line in our GAAP income statement would only include the three types of exit obligations contemplated by ASC 420-10-05-2-A. Excess capacity charges are never segregated in our GAAP income statement and are charged to Cost of Goods Sold in the period incurred.

Regarding the extent of operations that continue to occur at facilities we plan to close, this varies by location and by quarter;

Our facility in Shenzhen, China, which was acquired as part of the acquisition of NeoPhotonics in FY 2023.  We began last time build and shut-down activities in FY23, and production ceased in Q2FY24.  At this time, only R&D employees remain at the site.

Our facility in Takao, Japan, which was acquired as part of the acquisition of NeoPhotonics in FY 2023. We are transferring the existing production primarily to our facility in Sagamihara, Japan, and ceasing production on other product lines.  We expect the last manufacturing on the existing product lines to be completed in Q1FY25, which ends September 28, 2024. During Q3FY24 and Q4FY24, some employees were manufacturing last-time-builds and safety stock builds to facilitate the transfer (at lower levels than historical and not fully absorbing the costs of the facility), and other employees were continuing to work to facilitate the transfer to the new location.  During Q1FY25, we expect such production to be completed and employees to only be working on the transfer of production.  In addition, during Q4FY24, we determined that rather than shutting down the facility, we would utilize our facility in Takao for new purposes after the existing production ce

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 Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 650.493.6811

July 17, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mindy Hooker

         Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended July 1, 2023

Form 8-K filed on August 17, 2023

File No. 1-36861

Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (the “Company”), we respectfully advise the staff (the “Staff”) of the Securities and Exchange Commission that the Company is in receipt of the Staff’s letter dated July 5, 2024 containing comments regarding the above-referenced filing. The Company respectfully advises the Staff that it expects to respond to the Staff’s letter no later than August 2, 2024.

Please do not hesitate to contact me at (650) 493-9300 if you have any questions or require additional information. I thank you in advance for your consideration.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Lisa Stimmell

Lisa Stimmell

cc:    Lumentum Holdings Inc.

AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

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
Page 2
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

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May 9, 2024

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn. Mindy Hooker and Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended July 1, 2023

Form 8-K filed on August 17, 2023

File No. 1-36861

Ladies and Gentlemen,

Lumentum Holdings Inc. (“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated April 11, 2024 (the “Comment Letter”), relating to the Form 10-K for the fiscal year ended July 1, 2023 (the “Form 10-K”) and Form 8-K filed on August 17, 2023 (the “Form 8-K").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each numbered comment.

Form 8-K filed August 17, 2023

Exhibit 99.1

1.We have read your response to prior comment 9 in our letter dated March 1, 2024 and note the following:

Lumentum respectfully acknowledges the Staff’s comment regarding our current presentation of non-GAAP financial measures in our Form 8-K.  We would like to provide additional information on each of the Staff’s supplemental points separately below.

•The non-GAAP adjustments for incremental cost of sales related to components previously acquired from various brokers to satisfy customer demand are inventory costs you incurred to retain key customers who will continue to impact operating results.

With respect to incremental cost of sales related to components previously acquired from various brokers to satisfy customer demand, we would like to clarify that we have fixed pricing with our regular component suppliers.  Therefore, when we experienced severe supply constraints, we incurred these extraordinary costs related to the acquisition of parts from the secondary market that were short term in nature, and not representative of the normal costs of our ongoing business or historical price fluctuations. There was no incremental revenue as we also have fixed pricing with our customers. Question 100.01 references “normal, recurring” costs “necessary to operate a registrants business,” and given our historical experience, we do not believe that these incremental costs, which represented the amounts above the contractual costs we would have otherwise paid, even taking into account price fluctuations, were normal or recurring, and they will not continue in the future.

The constraints we experienced on our supply chain were unprecedented.  We had to access the secondary market in order to secure component supply.  These purchases on the secondary market through brokers were not made up of relatively modest increases, but rather many multiples of the price charged by the customary supplier of the product. For example, there were parts that normally cost ~$10 from our primary supplier which we paid $300 or more on the secondary market during this period.  We expected to continue to purchase the same components for ~$10 per part from our primary supplier once the supply chain normalized.  Now that supply chain has normalized, we are in fact purchasing these same components for the previous price of ~$10 per part.  In this example, we excluded the incremental amount from our non-GAAP financial measures.  The prices charged by brokers during this time period were not the typical pricing variances we have experienced from our regular suppliers, especially given the nature of our fixed price contracts.   The exorbitant prices and need to purchase from the secondary market were short term in nature and caused by the global pandemic and worldwide production shutdowns, which resulted in severe and unprecedented component shortages throughout our industry.  Accordingly, since supply chain shortages have ceased, we have stopped incurring these charges, and do not reasonably expect these costs to be incurred in future periods nor do we believe the underlying events that resulted in these costs will reoccur.  However, the remaining amount of these incremental costs that are within inventory costs on our balance sheet that will be sold in future periods is only $1.6 million.  Therefore, we expect these charges to be immaterial in future periods.

•The non-GAAP adjustments for excess and obsolete inventory charges relate to trade restrictions and revenue from customers outside the United States represented between 86% and 92% of total revenue during the periods presented and this aspect of your business is discussed and addressed under risk factors.

With respect to excess and obsolete inventory charges and the impact of export control restrictions, we respectfully advise the Staff that the restrictions in question that resulted in the excess and obsolete charges that were excluded from our non-GAAP measures are not the customary trade restrictions we have experienced in the normal course of our business operations.  The excess and obsolete inventory charges related to inventory that we would have sold to one customer, Huawei, absent export control restrictions. We have had significant product design wins, orders, and a solid track record of profitable sales to Huawei throughout our history, and if not for the export control restrictions against Huawei, the excess and obsolete charges in question would not have occurred.  We note that Costs of selling outside the United States, including import duties, value-added tax (VAT), tariffs, and other similar costs are included in our non-GAAP Cost of Goods sold as they are part of our normal operations and cost of doing business outside of the U.S.

To provide additional context for the charges and the impact to our business, we would like to summarize to the Staff the history of the export control restrictions imposed by the United States Department of Commerce, Bureau of Industry and Security (“BIS”) against Huawei and the corresponding impact to the Company and our operating results.  In August 2020, BIS adopted the Entity List Foreign-Produced Direct Product (“FDP”) Rule, as set forth in §734.9(e)(1)(i) of the Export Administration Regulations (“EAR”), also known as the Huawei Foreign-Produced Direct Product Rule (Huawei FDP Rule), which significantly expanded the scope of items subject to the EAR to include any non-U.S. produced telecommunications, semiconductor, and other items that were produced using certain types of U.S. equipment.  Due to the novel nature of this restriction, companies in the industry adopted differing interpretations. When the Huawei FDP Rule was first released, Lumentum took reasonable steps to understand the applicability of the restrictions and compliance requirements. At that time, Lumentum determined that its products were not subject to the EAR under the Huawei FDP Rule and continued to ship products to Huawei.

In April 2023, BIS settled a civil penalty case with Seagate Technology Holdings plc for violations of the Huawei FDP Rule.   In the corresponding press release and settlement agreement, BIS clarified certain interpretations regarding the Huawei FDP Rule, as well as its expectations of industry.  In response, Lumentum engaged external trade counsel to review and assess its processes for determining whether its' products are subject to the EAR when shipped to Huawei.

External trade counsel reviewed each of the product lines that Lumentum was shipping to Huawei.  This product-by-product analysis of the each Lumentum product line was very fact intensive and highly complex.   As such, the analysis for each product line was very

time consuming and occurred over several quarters and completed at different points in time.

If Lumentum concluded based on this further analysis that a product was subject to the EAR, we stopped shipments of the affected product line. The timeline below provides the dates for the stop shipment notifications for the product lines at issue, which corresponds to the time period in which we completed our review:

•From June to October 2023, Lumentum stopped shipment of the five pump laser models that were actively shipping to Huawei.

•On September 15, 2023, Lumentum stopped shipment on all transceiver products.

•From September to October 2023, Lumentum stopped shipment of the two datacom parts to Huawei.

•On October 31, 2023, Lumentum stopped shipment on all High-Reliability products.

•On October 31, 2023, Lumentum stopped shipment on all High Bandwidth Coherent Driver Modulator products.

•On October 31, 2023, Lumentum stopped shipment on all Narrow Linewidth Laser products.

•On October 31, 2023, Lumentum stopped shipment on all Vertical-Cavity Surface-Emitting Laser products.

•On December 21, 2023, Lumentum stopped shipment on Wavelength Selective Switches that contain the Xilinx integrated circuit.

•On March 7, 2024, Lumentum stopped shipment on all Neophotonics gold box tunable lasers.

As a result of the determination to stop shipping these product lines because the products are subject to the EAR, we assessed the volume of our potential excess and obsolete inventory as these products could no longer be sold to Huawei and could not be sold to any another customer.  Accordingly, our excess and obsolete charges related to the Huawei business occurred at different times in calendar year 2023 and 2024.  We note that the revenue from customers referenced in the Staff’s comment is all revenue attributable to non-US sales and that sales to Huawei in Q3FY24 were near zero ($0.1 million) compared to previous quarterly averages of approximately $50 million ($188 million in fiscal year 2021, and $221 million in fiscal year 2020).  Effectively, all product lines that used to generate revenue and profits on sales to Huawei have ceased as a direct

result of the export control restrictions noted above.  Finally, we would like to highlight to the Staff that as a result of the above, all of our inventory which is custom produced for Huawei has already been written off as excess and obsolete, and we do not expect material charges for Huawei-related products in the future.

•The non-GAAP adjustments for abnormal excess capacity are in addition to restructuring costs and, based on your disclosure, reflect excess costs over a "historical normalized run rate".

Based on the nature of your business, customers, and the information you have provided, it continues to appear to us that these non-GAAP adjustments represent normal operating costs necessary to operate your business. Please revise future filings to not exclude these expenses from any non-GAAP performance measures in current, future or prior periods since they do not appear to comply with Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

With respect to abnormal excess capacity, we submit to the Staff that the term: “abnormal excess capacity” was selected for 1) ease of understanding by the investor community, and 2) to communicate to investors that the excess capacity costs excluded were not incurred in the ordinary course of our business.  For example, excess capacity that may occur after a customer of a custom product switches to a competitor’s product would not be excluded from our non-GAAP financial measures.  We further note that expenses for excess capacity caused by ongoing fluctuations in customer demand are not excluded from our non-GAAP measures.  Prior to Q2FY24, no excess capacity amounts had ever been excluded from our non-GAAP measures, and since then, only a portion of the excess capacity amounts, that portion related to the items discussed below, have been excluded.  In Q3FY24, we recognized a total of $24.1M of excess capacity charges.  Of this amount, $12.3M was included in our non-GAAP financial measures, and $11.9 million was excluded.

We respectfully advise the Staff that the “abnormal excess capacity” that was excluded from our non-GAAP results was attributable to three significant, discrete and non-ordinary course factors, as described below:

1.Export control restrictions against Huawei

The export control restrictions against Huawei that caused excess and obsolete inventory, as detailed above, have also resulted in excess manufacturing capacity.  We are in the process of restructuring our manufacturing operations to eliminate such additional excess capacity in the future, but we have experienced additional costs and expenses related thereto.  The costs associated with these specific restructuring items are included in the

“abnormal excess capacity” category, and we do not expect these costs to recur as part of our normal business operations.

2.Covid-19 Pandemic, resulting supply chain constraints, and industry-wide overcorrection

Our business and our customers’ businesses were severely and negatively impacted by the worldwide logistics and supply chain issues caused by the COVID-19 pandemic.  The COVID-19 pandemic also created dynamics in the semiconductor component supply chains that led to shortages of the types of components we and our customers require in our products.  In response to these component shortages, many of our customers accumulated significant inventory from us and our competitors.  As supply conditions began to improve in the second half of fiscal 2023, customers are only now beginning to manage inventory down by significantly cutting their orders and in some cases not taking the shipments we had originally projected.  As customers actively manage their inventory down, our manufacturing capacity has been significantly underutilized due to capacity that we enabled based on the previously forecasted demand that surged during the COVID-19 pandemic. While we expect this trend to continue to impact our business during the calendar year 2024, it is not reflective of normal operating conditions in our industry.

These two aforementioned factors are unprecedented in our Company’s history, and should not be considered either normal or recurring.  Furthermore, we do not reasonably expect these factors to recur in the foreseeable future.

3.Post-Acquisition Facility Consolidation

Following the acquisition of NeoPhotonics and the acquisition of Cloud Light Technology Limited (“Cloud Light”), we are incurring significant, temporary costs to consolidate our manufacturing footprint and synergize our operations.  See commentary below with respect to integration costs.

In addition to the integration costs described below, during periods where production lines and facilities are being shut down, transferred and requalified in new facilities, we incur excess capacity charges that are temporary in nature.  These restructuring activities and related costs will cease when the manufacturing lines restart production in new locations.  We believe the exclusion of such temporary excess capacity charges is not inconsistent with Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, as they are temporary in nature and related to actions that are not part of our normal operations.

2.    In regard to your other non-GAAP adjustments, please more fully address the following:

For the non-GAAP adjustments for legal fees related to certain non-ordinary course litigation matters, tell us the amounts related to each legal matter you identified in your response letter during the last two fiscal years and current interim period.

Lumentum respectively acknowledges the Staff’s comment regarding our current presentation of non-GAAP financial measures in the Form 8-K and the request for more information to fully address non-GAAP adjustments related to litigation matters and integration related costs.  We address these two matters individually below.

Litigation expenses

Excluded litigation

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 Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 650.493.6811

April 24, 2024

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mindy Hooker

         Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended July 1, 2023

Form 8-K filed on August 17, 2023

File No. 1-36861

Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (the “Company”), we respectfully advise the staff (the “Staff”) of the Securities and Exchange Commission that the Company is in receipt of the Staff’s letter dated April 11, 2024 containing comments regarding the above-referenced filing. The Company respectfully advises the Staff that it expects to respond to the Staff’s letter no later than May 9, 2024.

Please do not hesitate to contact me at (650) 493-9300 if you have any questions or require additional information. I thank you in advance for your consideration.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Lisa Stimmell

Lisa Stimmell

cc:    Lumentum Holdings Inc.

AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

United States securities and exchange commission logo
April 11, 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 March 15, 2024
File No. 1-36861
Dear Wajid Ali:
            We have reviewed your March 15, 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 March 1,
2024 letter.
Form 8-K filed August 17, 2023
Exhibit 99.1
1.We have read your response to prior comment 9 in our letter dated March 1, 2024 and
note the following:
•The non-GAAP adjustments for incremental cost of sales related to components
previously acquired from various brokers to satisfy customer demand are
inventory costs you incurred to retain key customers who will continue to impact
operating results.
•The non-GAAP adjustments for excess and obsolete inventory charges relate to trade
restrictions and revenue from customers outside the United States represented
between 86% and 92% of total revenue during the periods presented and this aspect
of your business is discussed and addressed under risk factors.
•The non-GAAP adjustments for abnormal excess capacity are in addition to

 FirstName LastNameWajid Ali
 Comapany NameLumentum Holdings Inc.
 April 11, 2024 Page 2
 FirstName LastName
Wajid Ali
Lumentum Holdings Inc.
April 11, 2024
Page 2
restructuring costs and, based on your disclosure, reflect excess costs over a
"historical normalized run rate".
Based on the nature of your business, customers, and the information you have provided,
it continues to appear to us that these non-GAAP adjustments represent normal operating
costs necessary to operate your business. Please revise future filings to not exclude these
expenses from any non-GAAP performance measures in current, future or prior periods
since they do not appear to comply with Question 100.01 of the Division of Corporation
Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

2.In regard to your other non-GAAP adjustments, please more fully address the following:
•For the non-GAAP adjustments for legal fees related to certain non-ordinary course
litigation matters, tell us the amounts related to each legal matter you identified in
your response letter during the last two fiscal years and current interim period.
•For the non-GAAP adjustments for integration related costs, describe to us, in greater
detail, the specific nature of the costs being excluded during the last two fiscal years
and current interim period and explain how you determined their exclusion from non-
GAAP performance measures is appropriate. Specifically address the
difference between these costs and the restructuring costs that you also exclude.

            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

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March 15, 2024

VIA EDGAR SUBMISSION

Mindy Hooker and Anne McConnell

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn. Mindy Hooker and Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended July 1, 2023

Form 8-K filed on August 17, 2023

File No. 1-36861

Ladies and Gentlemen,

Lumentum Holdings Inc. (“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated March 1, 2024 (the “Comment Letter”), relating to the Form 10-K for the fiscal year ended July 1, 2023 (the “Form 10-K”) and Form 8-K filed on August 17, 2023 (the “Form 8-K").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each numbered comment.

Form 10-K for the fiscal year ended July 1, 2023

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

Results of Operations

Net Revenue, page 52

1.We note, excluding acquisitions, net revenue declined in fiscal 2023 compared to fiscal 2022. We also note a substantial amount of the decline was related to a decrease in net revenue to Industrial and Consumer customers in the OpComms reportable segment, which declined over 50% relative to the prior year and negatively impacted total net revenue by ~16% relative to the prior year. Please revise future annual and quarter filings to more fully address the following items.

•You attribute the decline to "higher market competition and reflects share normalization in the market". More fully explain and discuss the specific factors that resulted in the decline and address if you expect such factors to continue to impact operating results.

• It appears the decline may be related to a reduction in sales to a significant customer. More fully address the factors that result in material changes in sales to significant customers and address any plans and expectations you have to address such factors.

•Net revenue trends have continued to significantly decline in fiscal 2024 and you attribute the decline to the same factor noted above, as well as, to inventory build ups resulting in inventory management actions by customers. More fully explain and discuss each factor that negatively impacted net revenue, for example, given the decline in net revenue, excluding acquisitions, in fiscal 2023, it is not clear when inventory build ups occurred or if/when you expect inventory management action by customers to be resolved.

Lumentum respectfully acknowledges the Staff’s comment regarding our disclosure in the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of Form 10-K.

We advise the Staff that in FY18 Lumentum was able to obtain very high market share from a new large consumer that itself had dominant market share. Over time, this customer enabled other suppliers, which resulted in lower market share for Lumentum and lower market prices.  In the last twelve months, new market participants increased competition significantly, resulting in a further decrease of our market share and pricing. These decreases occurred over time and were not predictable with any certainty. We expect levels of competition to likely limit business with this customer going forward to <10% of Lumentum’s annual revenue, unless there is a favorable product or technology shift that would allow us to gain market share and/or increases product average selling prices.

Regarding the inventory build-up by certain customers, we do not have specific, direct knowledge that would allow us to confirm exactly when and by how much this occurred, nor the exact timeline of when it will be relieved.  Our customers generally do not disclose to us how much Lumentum inventory they have in stock.  Our comments are thus based on 1) qualitative conversations with our customers about their inventory levels and inventory reduction plans, each of whom may have different timelines, and 2) review of earnings reports and publicly available balance sheets of our customers.

Through the end of calendar 2022 (fiscal Q2’23), Lumentum, along with most of our industry, was still dealing with supply chain constraints that began with the COVID 19 pandemic, that led to extended lead times and an inability to meet customer delivery requests.  It was during the spring of calendar 2023 (Lumentum’s Q3’23) that our largest telecom customers began signaling that they may have excess inventory, and these customers began to signal inventory reduction plans as the supply shortages ended and lead times significantly decreased.  Therefore, in our Quarterly Report on Form 10-Q for the period ending April 1, 2023, filed with the Commission on May 9, 2023, we began disclosing the oversupply factor.

Specifically, the Overview section in the MD&A in our Form 10-Q for such period, we disclosed the following:

In addition, in response to component shortages, certain of our customers accumulated inventory that they are now managing down as supply conditions improve. Accordingly, ordering patterns are difficult to predict and have declined from recent periods. For example, in our fiscal 2023 third quarter, a network equipment manufacturer who represented more than 10 percent of our fiscal second quarter revenue informed us that due to their inventory management, they would not take the shipments we had originally projected for the quarter.

We have included similar disclosure, updated to reflect known trends at the time, in our Form 10-K for the fiscal year ended July 1, 2023 and our subsequent Quarterly Reports on Form 10-Q. Since our original disclosures, we also have seen our largest industrial customers also initiate inventory reduction plans which have reduced demand for our products.

Originally, we estimated such inventory reduction efforts by the industry to take around 6-9 months.  At this time such efforts appear to be moving slower than expected, given demand dynamics our customers are experiencing with their customers, and we expect such efforts could impact some of our customers’ demand through the end of calendar year 2024.

Most recently, in our Form 10-Q for the Quarter ended December 31, 2023, we disclosed the following:

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. We expect this trend to continue to impact our business during the calendar year 2024.

These issues are complex, and we disclose what we reasonably believe at the time of filing, but the environment has been dynamic.  We believe we have appropriately and timely disclosed the trends and factors impacting our results. However, in light of the Staff’s comment, we confirm that to the extent the supply situation at our customers changes or materially impacts our financial results, we will disclose such factors in detail in future filings.

Gross Margin, Page 54

2.We note you present Segment total gross profits and Segment total gross profit margins in the table on page 54. Although disclosing and discussing each reportable segments' profitability measure required by ASC 280 in MD&A is appropriate, presenting Segment total measures results in non-GAAP financial measures that may not comply with the requirements of Regulation G, Item 10(e) of Regulation SK, and the C&DIs related to non-GAAP financial measures. Please revise future filings to eliminate Segment total measures or tell us how you determined the measures are appropriate or how you intend to revise them to comply with Regulation G and Item 10(e) of Regulation S-K. Given the change in the segment profitability measure used by your CODM subsequent to year-end, this comment is also applicable to your presentation of Total Segment Profit in subsequent Form 10-Qs. Refer to Question 104.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

Lumentum respectfully acknowledges the Staff’s comment regarding our presentation of Segment total gross profits and Segment total gross profit margins in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of the Form 10-K.  We advise the Staff that, in light of the Staff’s comment, we will eliminate Segment totals in future filings within MD&A.

3.We note your disclosure on page 15 indicates you have seen negative impacts to gross margin due to increases in component costs, logistic costs, elevated inventory balances and inflationary and pricing pressure. To the extent these factors materially impacted gross margins during the periods presented, please revise MD&A in future annual and quarterly filings to quantify and discuss the impact these factors had on operating results.

Lumentum respectfully acknowledges the Staff’s comment regarding the disclosures within our risk factors regarding the impacts to gross margin.  However, we believe that the majority of the items disclosed by Lumentum in Item 1A page 15, and referenced in the Staff’s comment, were discussed within MD&A.

“Increases in component costs,” together with “logistics costs” are disclosed within MD&A on page 54 as follows: “$18.5 million higher incremental cost of sales related to components previously acquired from various brokers to satisfy customer demand.” These costs became a capitalized cost added to the inventory component value which is expensed when sold. In addition, on page 55, when discussing FY 22 compared to FY 21 results, we use more explicit language referencing logistics costs – “Due to the global supply chain constraint, we incurred incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.”

“Elevated Inventory Balances” is disclosed within MD&A on page 54 as follows: “$17.4 million higher inventory excess and obsolete charges primarily due to company-wide integration efforts as a result of the NeoPhotonics merger and transitions to the next generation of products.”

“Pricing Pressure” is disclosed within MD&A within the Revenue section as follows: “Industrial and Consumer decreased by $276.5 million primarily due to higher market competition and reflects share normalization in the market.”  We used the term pricing pressure in our Risk Factors, but the impacts within MD&A are a combination of pricing pressure and mix shift. In light of the Staff’s comment, to the extent these items continue to be material to our business, we will revise our disclosure to provide additional clarity and quantification of impacts from pricing changes and mix shifts.  Please refer to our response to comment #4 for further details and an example enhanced disclosure.

We have not specifically disclosed impacts from inflation in our MD&A.  While we have seen the pressure of inflation on individual price negotiations with certain vendors, particularly commodity vendors such as electricity, certain chemicals and gases, and semiconductor components, we have not seen enough actual increases to materially impact our results. In future filings we will frame the risk of “inflationary pressures” as a potential impact to our financial results instead of an actual impact if we have not experienced a significant impact. In addition, we will ensure that we more clearly distinguish between potential risks and risks for which we are seeing a significant impact from the disclosure in Item 1A and will ensure that items listed in the future in item 1A are matched to the items large enough to be included in our MD&A disclosures.

4.We note factory underutilization and changes in product mix negatively impacted gross margins during the periods presented and continued to negatively impact gross margins in fiscal 2024. Please revise future filings to more fully address the underlying reasons for and impact of each factor.

Lumentum respectfully acknowledges the Staff’s comment regarding the negative impacts caused by factory underutilization and product mix on gross margins discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of our Form 10-K.

With respect to quantification of underutilization, in future filings, to the extent material, we will quantify the impact of changes.  See example disclosure at the end of this comment response. With respect to the underlying reasons, we refer the Staff to the following disclosures within our Form 10-K for the fiscal year ended July 1, 2023:

Page 54 (comparing fiscal year 2023 to fiscal year 2022) - “Additionally, gross margin was negatively impacted by factory underutilization as a result of a drop in demand as customers actively work to reduce their elevated inventory levels.

Page 55 (comparing fiscal year 2022 to fiscal year 2021) – “driven by higher gross margin from the Lasers segment due to the higher manufacturing levels and improved factory utilization as a result of return in customer demand for our kilowatt class fiber products following the recent recovery in industrial production.

With respect to product mix, we refer the Staff to our response to comment #1 for further information on the underlying reasons for the shift in product mix which led to the lower gross margin related to our imaging and sensing products.

However, with respect to quantification, in light of the Staff’s comments, we will quantify the approximate impact of shifts of product mix on our gross margin in future filings, based on our product families (one level below our Operating Segments), to the extent material. Please see below our example disclosure comparing FY 23 to FY 22.  Note, the example disclosure below is adjusted for the change in operating segments that occurred during the first quarter of FY 24, so this disclosure is an example of what will be disclosed in the upcoming 2024 10-K.  The additional quantification is highlighted in bold.

Gross margin in fiscal 2023 decreased to 32.2% from 46.0% in fiscal 2022. The decrease was primarily due to a less profitable mix of products, including lower sales of higher margin imaging and sensing products, which negatively impacted gross margin by approximately 4%, as well as higher sales of lower margin telecom products due to the merger with NeoPhotonics, which negatively impacted gross margin by approximately 1%. Additionally, gross margin was impacted by higher factory underutilization of $26.0 million as a result of a drop in demand as customers actively work to reduce their elevated inventory levels, $21.5 million higher amortization of intangible assets due to the NeoPhotonics merger and the acquisition of IPG telecom transmission product lines, $18.5 million higher incremental cost of sales related to components previously acquired from various brokers to satisfy customer demand, $17.8 million of amortization of acquired inventory step-up, and $17.4 million higher inventory excess and obsolete charges primarily due to company-wide integration efforts as a result of the NeoPhotonics merger and transitions to the next generation of products.

Liquidity and Capital Resources, Page 59

5.In future filings, please revise your discussion of cash flows from operating acti

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May 15, 2024

VIA EDGAR SUBMISSION

Mindy Hooker and Anne McConnell

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attn. Mindy Hooker and Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended July 1, 2023

Form 8-K filed on August 17, 2023

File No. 1-36861

Ladies and Gentlemen,

Lumentum Holdings Inc. (“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated March 1, 2024 (the “Comment Letter”), relating to the Form 10-K for the fiscal year ended July 1, 2023 (the “Form 10-K”) and Form 8-K filed on August 17, 2023 (the “Form 8-K").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company’s response below each numbered comment.

Form 10-K for the fiscal year ended July 1, 2023

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

Results of Operations

Net Revenue, page 52

1.We note, excluding acquisitions, net revenue declined in fiscal 2023 compared to fiscal 2022. We also note a substantial amount of the decline was related to a decrease in net revenue to Industrial and Consumer customers in the OpComms reportable segment, which declined over 50% relative to the prior year and negatively impacted total net revenue by ~16% relative to the prior year. Please revise future annual and quarter filings to more fully address the following items.

•You attribute the decline to "higher market competition and reflects share normalization in the market". More fully explain and discuss the specific factors that resulted in the decline and address if you expect such factors to continue to impact operating results.

• It appears the decline may be related to a reduction in sales to a significant customer. More fully address the factors that result in material changes in sales to significant customers and address any plans and expectations you have to address such factors.

•Net revenue trends have continued to significantly decline in fiscal 2024 and you attribute the decline to the same factor noted above, as well as, to inventory build ups resulting in inventory management actions by customers. More fully explain and discuss each factor that negatively impacted net revenue, for example, given the decline in net revenue, excluding acquisitions, in fiscal 2023, it is not clear when inventory build ups occurred or if/when you expect inventory management action by customers to be resolved.

Lumentum respectfully acknowledges the Staff’s comment regarding our disclosure in the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of Form 10-K.

We advise the Staff that in FY18 Lumentum was able to obtain very high market share from a new large consumer that itself had dominant market share. Over time, this customer enabled other suppliers, which resulted in lower market share for Lumentum and lower market prices.  In the last twelve months, new market participants increased competition significantly, resulting in a further decrease of our market share and pricing. These decreases occurred over time and were not predictable with any certainty. We expect levels of competition to likely limit business with this customer going forward to <10% of Lumentum’s annual revenue, unless there is a favorable product or technology shift that would allow us to gain market share and/or increases product average selling prices.

Regarding the inventory build-up by certain customers, we do not have specific, direct knowledge that would allow us to confirm exactly when and by how much this occurred, nor the exact timeline of when it will be relieved.  Our customers generally do not disclose to us how much Lumentum inventory they have in stock.  Our comments are thus based on 1) qualitative conversations with our customers about their inventory levels and inventory reduction plans, each of whom may have different timelines, and 2) review of earnings reports and publicly available balance sheets of our customers.

Through the end of calendar 2022 (fiscal Q2’23), Lumentum, along with most of our industry, was still dealing with supply chain constraints that began with the COVID 19 pandemic, that led to extended lead times and an inability to meet customer delivery requests.  It was during the spring of calendar 2023 (Lumentum’s Q3’23) that our largest telecom customers began signaling that they may have excess inventory, and these customers began to signal inventory reduction plans as the supply shortages ended and lead times significantly decreased.  Therefore, in our Quarterly Report on Form 10-Q for the period ending April 1, 2023, filed with the Commission on May 9, 2023, we began disclosing the oversupply factor.

Specifically, the Overview section in the MD&A in our Form 10-Q for such period, we disclosed the following:

In addition, in response to component shortages, certain of our customers accumulated inventory that they are now managing down as supply conditions improve. Accordingly, ordering patterns are difficult to predict and have declined from recent periods. For example, in our fiscal 2023 third quarter, a network equipment manufacturer who represented more than 10 percent of our fiscal second quarter revenue informed us that due to their inventory management, they would not take the shipments we had originally projected for the quarter.

We have included similar disclosure, updated to reflect known trends at the time, in our Form 10-K for the fiscal year ended July 1, 2023 and our subsequent Quarterly Reports on Form 10-Q. Since our original disclosures, we also have seen our largest industrial customers also initiate inventory reduction plans which have reduced demand for our products.

Originally, we estimated such inventory reduction efforts by the industry to take around 6-9 months.  At this time such efforts appear to be moving slower than expected, given demand dynamics our customers are experiencing with their customers, and we expect such efforts could impact some of our customers’ demand through the end of calendar year 2024.

Most recently, in our Form 10-Q for the Quarter ended December 31, 2023, we disclosed the following:

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. We expect this trend to continue to impact our business during the calendar year 2024.

These issues are complex, and we disclose what we reasonably believe at the time of filing, but the environment has been dynamic.  We believe we have appropriately and timely disclosed the trends and factors impacting our results. However, in light of the Staff’s comment, we confirm that to the extent the supply situation at our customers changes or materially impacts our financial results, we will disclose such factors in detail in future filings.

Gross Margin, Page 54

2.We note you present Segment total gross profits and Segment total gross profit margins in the table on page 54. Although disclosing and discussing each reportable segments' profitability measure required by ASC 280 in MD&A is appropriate, presenting Segment total measures results in non-GAAP financial measures that may not comply with the requirements of Regulation G, Item 10(e) of Regulation SK, and the C&DIs related to non-GAAP financial measures. Please revise future filings to eliminate Segment total measures or tell us how you determined the measures are appropriate or how you intend to revise them to comply with Regulation G and Item 10(e) of Regulation S-K. Given the change in the segment profitability measure used by your CODM subsequent to year-end, this comment is also applicable to your presentation of Total Segment Profit in subsequent Form 10-Qs. Refer to Question 104.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

Lumentum respectfully acknowledges the Staff’s comment regarding our presentation of Segment total gross profits and Segment total gross profit margins in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of the Form 10-K.  We advise the Staff that, in light of the Staff’s comment, we will eliminate Segment totals in future filings within MD&A.

3.We note your disclosure on page 15 indicates you have seen negative impacts to gross margin due to increases in component costs, logistic costs, elevated inventory balances and inflationary and pricing pressure. To the extent these factors materially impacted gross margins during the periods presented, please revise MD&A in future annual and quarterly filings to quantify and discuss the impact these factors had on operating results.

Lumentum respectfully acknowledges the Staff’s comment regarding the disclosures within our risk factors regarding the impacts to gross margin.  However, we believe that the majority of the items disclosed by Lumentum in Item 1A page 15, and referenced in the Staff’s comment, were discussed within MD&A.

“Increases in component costs,” together with “logistics costs” are disclosed within MD&A on page 54 as follows: “$18.5 million higher incremental cost of sales related to components previously acquired from various brokers to satisfy customer demand.” These costs became a capitalized cost added to the inventory component value which is expensed when sold. In addition, on page 55, when discussing FY 22 compared to FY 21 results, we use more explicit language referencing logistics costs – “Due to the global supply chain constraint, we incurred incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.”

“Elevated Inventory Balances” is disclosed within MD&A on page 54 as follows: “$17.4 million higher inventory excess and obsolete charges primarily due to company-wide integration efforts as a result of the NeoPhotonics merger and transitions to the next generation of products.”

“Pricing Pressure” is disclosed within MD&A within the Revenue section as follows: “Industrial and Consumer decreased by $276.5 million primarily due to higher market competition and reflects share normalization in the market.”  We used the term pricing pressure in our Risk Factors, but the impacts within MD&A are a combination of pricing pressure and mix shift. In light of the Staff’s comment, to the extent these items continue to be material to our business, we will revise our disclosure to provide additional clarity and quantification of impacts from pricing changes and mix shifts.  Please refer to our response to comment #4 for further details and an example enhanced disclosure.

We have not specifically disclosed impacts from inflation in our MD&A.  While we have seen the pressure of inflation on individual price negotiations with certain vendors, particularly commodity vendors such as electricity, certain chemicals and gases, and semiconductor components, we have not seen enough actual increases to materially impact our results. In future filings we will frame the risk of “inflationary pressures” as a potential impact to our financial results instead of an actual impact if we have not experienced a significant impact. In addition, we will ensure that we more clearly distinguish between potential risks and risks for which we are seeing a significant impact from the disclosure in Item 1A and will ensure that items listed in the future in item 1A are matched to the items large enough to be included in our MD&A disclosures.

4.We note factory underutilization and changes in product mix negatively impacted gross margins during the periods presented and continued to negatively impact gross margins in fiscal 2024. Please revise future filings to more fully address the underlying reasons for and impact of each factor.

Lumentum respectfully acknowledges the Staff’s comment regarding the negative impacts caused by factory underutilization and product mix on gross margins discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of our Form 10-K.

With respect to quantification of underutilization, in future filings, to the extent material, we will quantify the impact of changes.  See example disclosure at the end of this comment response. With respect to the underlying reasons, we refer the Staff to the following disclosures within our Form 10-K for the fiscal year ended July 1, 2023:

Page 54 (comparing fiscal year 2023 to fiscal year 2022) - “Additionally, gross margin was negatively impacted by factory underutilization as a result of a drop in demand as customers actively work to reduce their elevated inventory levels.

Page 55 (comparing fiscal year 2022 to fiscal year 2021) – “driven by higher gross margin from the Lasers segment due to the higher manufacturing levels and improved factory utilization as a result of return in customer demand for our kilowatt class fiber products following the recent recovery in industrial production.

With respect to product mix, we refer the Staff to our response to comment #1 for further information on the underlying reasons for the shift in product mix which led to the lower gross margin related to our imaging and sensing products.

However, with respect to quantification, in light of the Staff’s comments, we will quantify the approximate impact of shifts of product mix on our gross margin in future filings, based on our product families (one level below our Operating Segments), to the extent material. Please see below our example disclosure comparing FY 23 to FY 22.  Note, the example disclosure below is adjusted for the change in operating segments that occurred during the first quarter of FY 24, so this disclosure is an example of what will be disclosed in the upcoming 2024 10-K.  The additional quantification is highlighted in bold.

Gross margin in fiscal 2023 decreased to 32.2% from 46.0% in fiscal 2022. The decrease was primarily due to a less profitable mix of products, including lower sales of higher margin imaging and sensing products, which negatively impacted gross margin by approximately 4%, as well as higher sales of lower margin telecom products due to the merger with NeoPhotonics, which negatively impacted gross margin by approximately 1%. Additionally, gross margin was impacted by higher factory underutilization of $26.0 million as a result of a drop in demand as customers actively work to reduce their elevated inventory levels, $21.5 million higher amortization of intangible assets due to the NeoPhotonics merger and the acquisition of IPG telecom transmission product lines, $18.5 million higher incremental cost of sales related to components previously acquired from various brokers to satisfy customer demand, $17.8 million of amortization of acquired inventory step-up, and $17.4 million higher inventory excess and obsolete charges primarily due to company-wide integration efforts as a result of the NeoPhotonics merger and transitions to the next generation of products.

Liquidity and Capital Resources, Page 59

5.In future filings, please revise your discussion of cash flows from operating activi

United States securities and exchange commission logo
March 1, 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
Form 8-K Filed August 17, 2023
File No. 1-36861
Dear Wajid Ali:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 10-K for Fiscal Year Ended July 1, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Net Revenue, page 52
1.We note, excluding acquisitions, net revenue declined in fiscal 2023 compared to fiscal
2022. We also note a substantial amount of the decline was related to a decrease in net
revenue to Industrial and Consumer customers in the OpComms reportable segment,
which declined over 50% relative to the prior year and negatively impacted total net
revenue by ~16% relative to the prior year. Please revise future annual and quarter filings
to more fully address the following items.
•You attribute the decline to "higher market competition and reflects share
normalization in the market". More fully explain and discuss the specific factors that
resulted in the decline and address if you expect such factors to continue to impact
operating results.

 FirstName LastNameWajid Ali
 Comapany NameLumentum Holdings Inc.
 March 1, 2024 Page 2
 FirstName LastNameWajid Ali
Lumentum Holdings Inc.
March 1, 2024
Page 2
•It appears the decline may be related to a reduction in sales to a significant customer.
More fully address the factors that result in material changes in sales to significant
customers and address any plans and expectations you have to address such factors.
•Net revenue trends have continued to significantly decline in fiscal 2024 and you
attribute the decline to the same factor noted above, as well as, to inventory build ups
resulting in inventory management actions by customers. More fully explain and
discuss each factor that negatively impacted net revenue, for example, given the
decline in net revenue, excluding acquisitions, in fiscal 2023, it is not clear when
inventory build ups occurred or if/when you expect inventory management actions by
customers to be resolved.
Gross Margin, page 54
2.We note you present Segment total gross profits and Segment total gross profit margins in
the table on page 54. Although disclosing and discussing each reportable segments'
profitability measure required by ASC 280 in MD&A is appropriate, presenting Segment
total measures results in non-GAAP financial measures that may not comply with the
requirements of Regulation G, Item 10(e) of Regulation S-K, and the C&DIs related to
non-GAAP financial measures. Please revise future filings to eliminate Segment total
measures or tell us how you determined the measures are appropriate or how you intend to
revise them to comply with Regulation G and Item 10(e) of Regulation S-K. Given the
change in the segment profitability measure used by your CODM subsequent to year-end,
this comment is also applicable to your presentation of Total Segment Profit in subsequent
Form 10-Qs. Refer to Question 104.04 of the Division of Corporation Finance’s
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
3.We note your disclosure on page 15 indicates you have seen negative impacts to gross
margin due to increases in component costs, logistic costs, elevated inventory balances
and inflationary and pricing pressure. To the extent these factors materially impacted
gross margins during the periods presented, please revise MD&A in future annual and
quarterly filings to quantify and discuss the impact these factors had on operating results.
4.We note factory underutilization and changes in product mix negatively impacted gross
margins during the periods presented and continued to negatively impact gross margins in
fiscal 2024. Please revise future filings to more fully address the underlying reasons for
and impact of each factor.
Liquidity and Capital Resources, page 59
5.In future filings, please revise your discussion of cash flows from operating activities to
provide a more comparative analysis of material changes in amounts between the periods
presented and the reasons for changes. In your analysis, please include a discussion of the
underlying reasons for material changes in working capital items that impacted operating
cash flows. Refer to Section IV.B.1 of SEC Release No. 33-8350.

 FirstName LastNameWajid Ali
 Comapany NameLumentum Holdings Inc.
 March 1, 2024 Page 3
 FirstName LastName
Wajid Ali
Lumentum Holdings Inc.
March 1, 2024
Page 3
Item 9A. Controls and Procedures
(b) Management's Report on Internal Control Over Financial Reporting, page 127
6.In future filings, please include any disclosures related to the scope of management's
assessment of internal control over financial reporting, such as the exclusion of recently
acquired entities, in Management's Report on Internal Control over Financial Reporting.
Refer to Question 3 of the SEC's Frequently Asked Questions on Management's Report on
Internal Control Over Financial Reporting and Certification of Disclosure in Exchange
Act Reports dated September 24, 2007.
Form 8-K Filed August 17, 2023
Exhibit 99.1
7.We note on page 2 of your Earnings Release, you present several GAAP measures and
several non-GAAP measures for the Fiscal Fourth Quarter and the Fiscal Year for which
you use the same titles for the measures and designate them as GAAP measures or non-
GAAP measures through headings in the center. It appears your current presentation may
be confusing given your use of the same titles for GAAP measures and non-GAAP
measures. Please revise future filings to more clearly identify each non-GAAP measure
you present through its title, similar to the titles you use in the related disclosures on page
1. Refer to Question 100.05 of the Division of Corporation Finance’s Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
8.Your disclosures under "Use of Non-GAAP Financial Measures" indicate the non-GAAP
financial information provides additional insight into your on-going business operations
and results, as well as cash generation and also indicate the information allows investors
to understand and evaluate cash flows. Given your references to cash generation and cash
flows, it is not clear if any of your non-GAAP financial measures are liquidity measures
such that they would be required to be reconciled to cash flows from operating activities
in accordance with Item 10(e) of Regulation S-K. Please clarify or revise.
9.We note your non-GAAP measures include adjustments related to "incremental costs of
sales related to components previously acquired from various brokers to satisfy customer
demand," "excess and obsolete inventory charges", and "legal fees related to certain non-
ordinary course litigation matters". We also note similar adjustments in subsequent
earnings releases for fiscal 2024 and an additional adjustment related to "abnormal excess
capacity". Please describe to us, in greater detail, the specific nature of each
adjustment and explain how you determined it is appropriate based on the guidance in
Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures since it appears the adjustments
represent normal operating expenses related to your business.

 FirstName LastNameWajid Ali
 Comapany NameLumentum Holdings Inc.
 March 1, 2024 Page 4
 FirstName LastName
Wajid Ali
Lumentum Holdings Inc.
March 1, 2024
Page 4
10.Please tell us and revise future filings to clearly explain what the "non-GAAP income tax
reconciling adjustments" represent and how they are calculated.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 2, 2021
Wajid Ali
Chief Financial Officer
Lumentum Holdings Inc.
1001 Ridder Park Drive
San Jose, CA 95131
Re:Lumentum Holdings Inc.
Form 10-K for the fiscal year ended June 27, 2020
Filed on August 25, 2020
Form 8-K filed on August 11, 2020
File No. 1-36861
Dear Mr. Ali:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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CORRESP

 May 26, 2021

 VIA
EDGAR SUBMISSION

 Mindy Hooker

 Division of Corporation
Finance

 Office of Manufacturing

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re: Lumentum Holdings Inc.

 Form 10-K for the fiscal year ended June 27, 2020

 Filed on August 25, 2020

Form 8-K filed on August 11, 2020

File No. 1-36861

Dear Ms. Hooker,

 Lumentum Holdings Inc.
(“Lumentum” or the “Company”) submits this letter in response to the comments contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated
April 28, 2021, relating to the Form 10-K for the fiscal year ended June 27, 2020 and Form 8-K filed on August 11, 2020 (File No. 1-36861).

 For reference purposes, the text of your letter has been reproduced herein (in bold), with the
Company’s response below each numbered comment.

 Form 10-K for the fiscal year ended June 27, 2020

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 41

1.
 Please enhance your discussions of annual and interim consolidated results and segment results to provide a
more comprehensive and quantified discussion and analysis of the factors that impacted net revenue and gross margin between comparative periods. For example, please: quantify the impact of factors you identify as impacting net revenue during each
period, including acquisitions, sales of businesses and winding down product lines; and more fully explain the specific reasons for increases in net revenue and gross margins during each period presented.

Lumentum respectfully acknowledges the SEC’s comment regarding our disclosure in Management’s Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) section of our annual and interim results.

 We advise the Staff that, in light of the Staff’s comment and our own review process, we
began including additional disclosure in our Form 10-Q filed with the Commission on May 12. An excerpt of our disclosure in our Form 10-Q for the period ended
April 3, 2021, which was filed with the SEC on May 12, 2021, is below. For your convenience, we have highlighted in bold and underlined the quantification that is new when comparing to prior filings, and copied the previous
disclosure in the Form 10-Q for the period ended December 26, 2020 for comparison purposes.

Lumentum Form 10-Q filed May 12, 2021, page 37

OpComms net revenue increased by $28.6 million, or 8.0%, during the three months ended April 3, 2021 compared to the three
months ended March 28, 2020. Within Opcomms, Telecom and Datacom increased by $4.8 million primarily due to the extra week in the third quarter of fiscal 2021.
These results include a deferral of $14.8 million of revenue due to delays in 5G deployments in China. Industrial and Consumer increased by
$23.8 million due to the extra week and an expansion of the available market due to an increased dollar content of 3D sensing lasers and higher adoption rates of 3D sensing in consumer electronic devices
compared with the prior year. Within Telecom and Datacom, sales of Datacom transceiver products and Lithium Niobate modulators, products, which we are winding down, decreased by $12.8 million.

Lumentum Form 10-Q filed Feb 2, 2021, page 36

OpComms net revenue increased by $39.7 million, or 9.7%, during the three months ended December 26, 2020 compared to the three
months ended December 28, 2019. This increase was primarily due to increased sales of Telecom, particularly line subsystems, increased sales of Datacom, particularly Datacom chips, and Consumer and Industrial, specifically 3D sensing
products. This was offset by lower sales from product lines we are winding down such as Datacom transceiver modules and certain Lithium Niobate product lines.

Form 8-K filed on August 11, 2020

Exhibit 99.1, page 1

2.
 We note you present several non-GAAP financial measures including,
net income on non-GAAP basis and net income per share on non-GAAP basis, which include related income tax adjustments. It is not clear to us how you calculated the
income tax adjustments related to these non-GAAP financial measures or how you determined the income tax adjustments comply with the response to Question 102.11 of the Compliance and Disclosure Interpretations
on Non-GAAP Financial Measures. In this regard, we note minimal income tax effects related to the non-GAAP adjustments you recorded and, for the twelve months ended
June 27, 2020, we note your effective income tax rate was 22.2% on a GAAP basis and 6.5% on a non-GAAP basis. Please explain to us how you calculated the income tax adjustments related to these non-GAAP financial measures and how you determined the non-GAAP income tax adjustments are appropriate and comply with Question 102.11 or explain how you intend to revise your
non-GAAP financial measures to comply with Question 102.11. This comment is also applicable to the non- GAAP financial measures presented in your Forms 8-K filed on November 2, 2020 and February 2, 2021.

 We respectfully acknowledge the Staff’s comment regarding Lumentum’s non-GAAP tax rate and related disclosures. In light of the SEC’s comments, we advise the staff that in future filings, beginning with our earnings report for the quarter ended July 3, 2021, the
Company will include a non-GAAP tax provision based on a performance measure as specified by Question 102.11, and following our earnings reports for the quarter ended July 3, 2021, we will no longer
include a non-GAAP tax provision using our current methodology.

 Please do not hesitate to contact me at 408-546-4313, or Judy Hamel, SVP and General Counsel at 408-546-4894 if you have any questions
regarding this response letter.

Sincerely,

 /s/ Wajid Ali

Executive Vice President, Chief Financial Officer

 Cc:

 Judy Hamel, SVP and General
Counsel

 Lisa Stimmell, Wilson Sonsini Goodrich & Rosati

CORRESP
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filename1.htm

Document

 Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 650.493.6811

May 5, 2021

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mindy Hooker

         Anne McConnell

Re: Lumentum Holdings Inc.

Form 10-K for the fiscal year ended June 27, 2020

Filed on August 25, 2020

Form 8-K filed on August 11, 2020

File No. 1-36861

Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (the “Company”), we respectfully advise the staff (the “Staff”) of the Securities and Exchange Commission that the Company is in receipt of the Staff’s letter dated April 28, 2021 containing comments regarding the above-referenced filing. The Company respectfully advises the Staff that it expects to respond to the Staff’s letter no later than May 26, 2021.

Please do not hesitate to contact me at (650) 493-9300 if you have any questions or require additional information. I thank you in advance for your consideration.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Lisa Stimmell

Lisa Stimmell

cc:    Lumentum Holdings Inc.

AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

United States securities and exchange commission logo
April 28, 2021
Wajid Ali
Chief Financial Officer
Lumentum Holdings Inc.
1001 Ridder Park Drive
San Jose, CA 95131
Re:Lumentum Holdings Inc.
Form 10-K for the fiscal year ended June 27, 2020
Filed on August 25, 2020
Form 8-K filed on August 11, 2020
File No. 1-36861
Dear Mr. Ali:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 business days by providing the requested
information or advise 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 to these comments, we may have additional comments.
Form 10-K for the fiscal year ended June 27, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 41
1.Please enhance your discussions of annual and interim consolidated results and segment
results to provide a more comprehensive and quantified discussion and analysis of the
factors that impacted net revenue and gross margin between comparative periods. For
example, please: quantify the impact of factors you identify as impacting net revenue
during each period, including acquisitions, sales of businesses and winding down product
lines; and more fully explain the specific reasons for increases in net revenue and gross
margins during each period presented.

 FirstName LastNameWajid Ali
 Comapany NameLumentum Holdings Inc.
 April 28, 2021 Page 2
 FirstName LastName
Wajid Ali
Lumentum Holdings Inc.
April 28, 2021
Page 2
Form 8-K filed on August 11, 2020
Exhibit 99.1, page 1
2.We note you present several non-GAAP financial measures including, net income on non-
GAAP basis and net income per share on non-GAAP basis, which include related income
tax adjustments. It is not clear to us how you calculated the income tax adjustments
related to these non-GAAP financial measures or how you determined the income tax
adjustments comply with the response to Question 102.11 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures. In this regard, we note
minimal income tax effects related to the non-GAAP adjustments you recorded and, for
the twelve months ended June 27, 2020, we note your effective income tax rate was
22.2% on a GAAP basis and 6.5% on a non-GAAP basis. Please explain to us how you
calculated the income tax adjustments related to these non-GAAP financial measures and
how you determined the non-GAAP income tax adjustments are appropriate and comply
with Question 102.11 or explain how you intend to revise your non-GAAP financial
measures to comply with Question 102.11. This comment is also applicable to the non-
GAAP financial measures presented in your Forms 8-K filed on November 2, 2020 and
February 2, 2021.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at (202) 551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Acceleration Letter

 Lumentum Holdings Inc.

400 N. McCarthy Boulevard

Milpitas, CA 95035

 May 31, 2018

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F.
Street, N.E.

 Washington, D.C. 20549

 Attention: Courtney
Lindsay

Re:
Lumentum Holdings Inc.

 Registration Statement on Form S-4

File No. 333-224991

Acceleration Request

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, Lumentum Holdings Inc., a Delaware corporation
(the “Issuer”), hereby respectfully requests that the effectiveness of the above captioned registration statement be accelerated so that it becomes effective at 5:30 p.m., Eastern Time, on May 31, 2018, or as soon thereafter as
practicable, or at such later time as the Company may orally request via telephone call to the staff of the Securities and Exchange Commission. The Issuer hereby authorizes each of Robert T. Ishii, Lisa L. Stimmell, and Derek Liu of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, counsel to the Issuer, to make such request on its behalf.

 Please contact Robert T.
Ishii of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (415) 947-2040 with any questions you may have concerning this request. In addition, please provide a copy of the Commission’s order declaring the registration
statement effective to Mr. Ishii via facsimile at (415) 947-2099 or via email at rishii@wsgr.com and via mail at Wilson Sonsini Goodrich & Rosati, Professional Corporation, One Market Plaza, Spear Tower, Suite 3300, San Francisco, CA 94105-1126.

Sincerely,

LUMENTUM HOLDINGS INC.

By:

 /s/ Alan Lowe

Name:

Alan Lowe

Title:

President and Chief Executive Officer

May 23, 2018
Alan Lowe
Chief Executive Officer
Lumentum Holdings Inc.
400 N. McCarthy Boulevard
Milpitas, CA 95035
Re:Lumentum Holdings Inc.
Registration Statement on Form S-4
Filed May 17, 2018
File No. 333-224991
Dear Mr. Lowe:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at 202-551-7237 with any questions.
Division of Corporation Finance
Office of Telecommunications

Mail Stop 4628

February 8, 2017

Via E -mail
Aaron Tachibana
Chief Financial Office r
Lumentum Holdings Inc .
400 North McCarthy Boulevard
Milpitas, CA 95035

Re: Lumentum  Holdings, Inc.
10-K for Fiscal Year  Ended July 2, 2016
 Filed September 2, 2016
 File No. 001-36861

Dear Mr. Tachibana :

We refer you to our comment letter dated January 17, 2017 , regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, com ments, action or absence of action by the staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

Judy Hamel
General Counsel
Lumentum Holdings Inc.

CORRESP
1
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		Document

January 27, 2017

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E. MS 4628
Washington, D.C. 20549

Attention:

 Cecilia Blye, Chief of the Office of Global Security Risk
    Larry Spirgel, Assistant Director

RE:

 Lumentum Holdings Inc.
10-K for Fiscal Year Ended July 2, 2016
Filed September 2, 2016
File No. 001-36861

Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (“Lumentum”, “we” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated January 17, 2017, relating to the Company’s Annual Report on Form 10-K for the year ended July 2, 2016 filed with the Commission on September 2, 2016 (the “Form 10-K”).  The Company is filing via EDGAR this letter and for the convenience of the Staff, we are providing a copy to the Staff by overnight delivery.

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

General

1.

 You state on page 5 of the 10-K that Huawei Technologies accounted for 17.1% of your net revenue for the fiscal year ended in 2016.  Information on your website indicates that you provide Huawei with optical components and modules and that Huawei is deploying your products for high-speed data networks.  We are aware of publicly available information indicating that Huawei is involved in the development of telecommunications networks in Sudan and Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners, resellers, customers or other direct or indirect arrangements.  You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

The Company respectfully advises the Staff that it has no known past, current, or anticipated contacts with Sudan or Syria, either directly or indirectly or through subsidiaries, affiliates, distributors or resellers, and to the best of the Company’s knowledge, it has not provided any products, technology or services to Sudan or Syria, nor does it have or had any contacts with the governments of Sudan or Syria or the entities that they control.

The Company is committed to compliance with U.S. export control and economic sanctions regulations and has robust policies and procedures for these areas. The policies and procedures restrict sales into U.S.-sanctioned countries and include, without limitation, standard terms and conditions in sales orders and other agreements with its customers which inform them that the Company’s products are subject to U.S. export controls and may not be transferred to Sudan or Syria, among other embargoed countries, in violation of U.S. export control laws and regulations.  Further, the Company’s direct customers are screened for compliance in accordance with U.S. export control regulations as well as trade and economic sanctions prior to the shipment of any Company product, and any potential customer from Sudan, Syria, or any other embargoed country is blocked in the Company’s systems from purchasing Company products.

Lumentum sells products to customers worldwide, such as Huawei, and they incorporate the Company’s products into their end products. In addition, Lumentum also sells products indirectly to customers through distributors.  According to records provided to the Company by such distributors, no Company product has been sold or delivered to Sudan, Syria or any other embargoed country by any such distributor, and the Company’s sales to Huawei were in accordance with the U.S. export controls and trade and economic sanctions regulations.

2.

  Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comments above, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

As noted in response #1 above, the Company has no past, current or anticipated contacts with Sudan and Syria.

3.

 We are aware of news articles stating that Huawei is effectively barred from selling telecommunications network equipment in the U.S. and that the Department of Commerce is investigating Huawei for its alleged export or re-export of U.S. technology to Iran, Sudan and Syria in violation of U.S. export control laws.  Please address for us the possibility that this information will have adverse reputational and other effects upon you because of your business relationship with Huawei.

As discussed above, the Company maintains policies and procedures designed to prevent the unauthorized sale, export or re-export of its products and the diversion of those products in violation of applicable U.S. export control laws and regulations by all customers, including Huawei.  To the best of the Company’s knowledge, its business with Huawei is in full accordance with all applicable laws and regulations.  The Company is not aware of any concerns from investors, customers or suppliers regarding its business with Huawei, and accordingly does not anticipate any material adverse impact on its reputation from doing business with Huawei.

Please direct your questions or comments regarding the Company’s responses to either myself at (408) 546-4792 or our General Counsel, Judy Hamel, at (408) 546-4894.

Sincerely,

/s/ Aaron Tachibana

Aaron Tachibana
Chief Financial Officer

Mail Stop 4628

              January 17 , 2017

Via E -mail
Aaron Tachibana
Chief Financial Officer
Lumentum Holdings Inc.
400 North McCarthy Boulevard
Milpitas, CA 95035

Re: Lunentum  Holdings Inc.
 10-K for Fiscal Year Ended July 2 , 2016
 Filed  September 2, 2016
 File No. 0 01-36861

Dear Mr. Tachibana:

We have limited our review of your filing to your contacts with countries that have been
identified  as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we 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
information 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 to these  comments, we may have  additional comments.

General

1. You state on page 5 of the 10 -K that Huawei Techno logies accounted for 17.1% of your
net revenue for the fiscal year ended in 2016.  Information on your website indicates that
you provide Huawei with optical components and modules and that Huawei is deploying
your products for high -speed data networks.  W e are aware of publicly available
information indicating that Huawei is involved in the development of  telecommunications
networks in Sudan and Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism,
and are subj ect to U.S. economic sanctions and export controls.  Please describe to us the
nature and extent of any past, current, and anticipated contacts with Sudan and Syria,
whether through subsidiaries, affiliates, distributors, partners, resellers, customers or

Aaron Tachibana
Lunentum Holdings Inc.
January 17, 2017
Page 2

 other direct or indirect arrangements.  You should describe any services, products,
information or technology you have provided to Sudan or Syria, directly or indirectly,
and any agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comments above, and whether those contacts constitute a material
investment risk for your security  holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in t erms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, univ ersities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment  evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

3. We are aware of news articles stating that Huawei is effectively barred from selling
telecommunications network equipment in the U.S. and that the D epartment of
Commerce is investigating Huawei for its alleged export or re -export of U.S. technology
to Iran, Sudan and Syria in violation of U.S. export control laws.  Please address for us
the possibility that this information will have adverse reputatio nal and other effects upon
you because of your business relationship with Huawei.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence  of
action by the staff.

You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director
 Division of Corporation Finance

Aaron Tachibana
Lunentum Holdings Inc.
January 17, 2017
Page 3

 Judy Hamel
General Counsel
Lumentum Holdings Inc.

CORRESP
1
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CORRESP

 July 14, 2015

VIA EDGAR

 Division of
Corporation Finance

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention:         William Mastrianna, Attorney-Adviser

Re:
Lumentum Holdings Inc.

        Registration
Statement on Form 10 File No. 001-36861

        Acceleration
Request

        Requested
Date: July 16, 2015

        Requested
Time: 4:00 pm Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 12d1-2 under the Securities Exchange Act of 1934, as amended, Lumentum Holdings Inc. (the “Registrant”) hereby
requests that the above-referenced Registration Statement on Form 10 (File No. 001-36861) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth
above.

 The reasons for this request are that:

•

the board of directors of JDS Uniphase Corporation, a Delaware corporation (“JDSU”), has taken several actions in connection with the spin-off of the Registrant from JDSU, including establishing
the distribution ratio for the spin-off, and setting a record date of July 27, 2015 and a distribution date of August 1, 2015; and

•

JDSU and the Registrant wish to commence the process of printing and mailing the information statement as soon as possible following the record date.

Once the Registration Statement has been declared effective, please orally confirm such event with our counsel, DLA Piper LLP (US), by calling Ed Batts at
(650) 833-2073.

 In connection with the acceleration request, the Registrant hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”) of the Division of Corporation Finance of the Commission, acting pursuant to
delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

LUMENTUM HOLDINGS INC.

By:

/s/ Alan Lowe

Name:

Alan Lowe

Title:

President and Chief Executive Officer

cc:
Larry Spirgel (Securities and Exchange Commission)

        Celeste
M. Murphy (Securities and Exchange Commission)

        Paul
Fischer (Securities and Exchange Commission)

        Robert
S. Littlepage (Securities and Exchange Commission)

        Christie
Wong (Securities and Exchange Commission)

        Judy
Hamel (Lumentum Holdings Inc.)

        Ed
Batts (DLA Piper LLP (US))

CORRESP
1
filename1.htm

CORRESP

 DLA Piper LLP (US)

2000 University Avenue

 East Palo Alto, California 94303-2214

www.dlapiper.com

Ed Batts

 ed.batts@dlapiper.com

T 650.833.2073

 F 650.687.1106

 July 13, 2015

 VIA
EDGAR

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Attention:

Robert S. Littlepage, Accounting Branch Chief

Christie Wong, Staff Accountant

Celeste M. Murphy, Legal Branch Chief

Larry Spirgel, Assistant Director

William Mastrianna, Attorney-Adviser

Paul Fischer, Attorney-Adviser

Re:

Lumentum Holdings Inc.

Registration Statement on Form 10

Filed June 29, 2015

File No. 001-36861

 Ladies and Gentlemen:

 On
behalf of Lumentum Holdings Inc. (“Lumentum” or the “Company”), we submit this letter in response to the comment from the Staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 8, 2015, relating to the above referenced Registration Statement on Form 10 filed with the
Commission on June 29, 2015.

 Set forth below is the Company’s response to the Staff’s comment letter. This letter restates the comment of
the Staff, and the discussion set out below is the Company’s response.

 Unaudited Pro Forma Combined Financial Statements, page 40

1.
We note the Series A preferred stock to be issued by Lumentum, Inc. will be convertible into common shares of Lumentum Holdings, Inc. With a view towards disclosure, please explain to us how you intend to account for
the conversion feature embedded in the Series A preferred stock. Provide for us your comprehensive analysis explaining your consideration of the terms of the instrument and the applicable accounting literature. If the embedded conversion feature
will be bifurcated from the host contract, it may be necessary for you to give effect to this in the pro forma financial statements.

 Division of Corporation Finance

Attention: Robert S. Littlepage, Accounting Branch Chief

 July
13, 2015

 Page Two

 Company Response:

The Company acknowledges the Staff’s comment and intends to amend its disclosure to describe how the Company intends to account for the
conversion feature embedded in the Series A Preferred Stock.

 The Company determined that the conversion feature embedded in the Series A
Preferred Stock requires bifurcation and should be accounted for separately in its Unaudited Pro Forma Combined Balance Sheet as a derivative liability measured at fair value upon inception with subsequent changes in fair value recognized in
earnings.

 However, the Company believes that the fair value of the conversion feature cannot be reliably determined at this time. The
conversion price is calculated at 125% of the Volume Weighted Average Price (“VWAP”) per share of the Company’s common stock in the first five “regular-way” trading days after the distribution. As the
Company’s common stock is not yet publicly traded, the fair value of the embedded derivative cannot be reliably determined. In addition, determining such a valuation without using supportable estimates is contrary to Article 11 of Regulation
S-X, which states that pro-forma adjustments should give effect to events that are directly attributable to each specific transaction and are factually supportable. The Company interprets “factually supportable” to mean that there is
reliable evidence in support of the adjustment. As a result, the Company has not recognized the derivative liability for the embedded conversion feature in its Unaudited Pro Forma Combined Balance Sheet.

The Company acknowledges the Staff’s comment regarding disclosure and intends to amend footnote G of the Pro Forma Combined Financial
Statements in its next filing to more fully describe the embedded conversion feature:

 “The issuance of a minimum of 30,000 shares of
Series A Preferred Stock (up to a maximum of 40,000 shares) at a par value of $0.001 per share. The number of shares of preferred stock is based on the issuance by our subsidiary, Lumentum Inc., at a required minimum of $30 million (but up to $40
million) of Series A Preferred Stock to JDSU, who has contractually agreed to sell the shares to Amada following the spin-off. Cumulative senior dividends on the Series A Preferred Stock will accrue at the annual rate of 2.5 percent, but will be
paid only when and if declared by our board of directors. For a description of the terms of the Series A Preferred Stock, see “Certain Relationships and Related Party Transactions – Securities Purchase Agreement.” The Series A
Preferred Stock includes a conversion feature that will be bifurcated and separately accounted for as a derivative liability measured at fair value upon inception with subsequent changes in fair value recognized in earnings. The proceeds from
issuance will be allocated first to the separated conversion feature based on its fair value, with the residual proceeds allocated to the Series A Preferred Stock. The calculation of the fair value of the conversion feature includes the conversion
price, which is calculated at 125% of the VWAP per share of our common stock in the first five “regular-way” trading days after the distribution. The conversion price is not available and cannot be reliably estimated because our common
stock is not yet publicly traded. As a result, the fair value of the

 Division of Corporation Finance

Attention: Robert S. Littlepage, Accounting Branch Chief

 July
13, 2015

 Page Three

embedded derivative cannot yet be determined and we have not included a derivative liability for the embedded conversion feature in our Unaudited Pro Forma Combined Balance Sheet.”

 Analysis of the Conversion Feature Embedded within the Series A Preferred Stock

The Series A Preferred Stock (i.e., the host contract) contains an embedded conversion feature. In accordance with ASC 815-15-25-1(a)-(c), an
embedded derivative shall be separated from the host contract and accounted for as a derivative pursuant to ASC 815-10 if all of the following criteria in ASC 815-15-25-1(a)-(c) are met:

a)
The economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract;

b)
The hybrid instrument is not remeasured at fair value under otherwise applicable generally accepted accounting principles (GAAP) with changes in fair value reported in earnings as they occur; and

c)
A separate instrument with the same terms as the embedded derivative would, pursuant to Section 815-10-15, be a derivative instrument subject to the requirements of ASC 815. (The initial net investment for the
hybrid instrument shall not be considered to be the initial net investment for the embedded derivative.)

 In determining
whether the criterion in ASC 815-15-25-1(a) has been met, the Company first analyzed whether the host contract should be considered a “debt-like” host or “equity-like” host for purposes of assessing whether or not the embedded
conversion feature was clearly and closely related to the economic characteristics of the Series A Preferred Stock. The Company notes that classification of the Series A Preferred Stock within equity is not determinative and in certain cases a
contract classified within equity may be considered a “debt-like” host for purposes of the embedded feature analysis under ASC 815. The Company also notes that, for purposes of assessing whether or not an embedded conversion feature is
clearly and closely related to the economic characteristics of the host, ASC 815-15-25-17 states that a typical cumulative fixed-rate preferred stock which has a mandatory redemption feature is more akin to a “debt-like” instrument,
whereas cumulative participating perpetual preferred stock is more akin to an “equity-like” instrument. However, for instruments such as the Series A Preferred Stock, which contain some features that are more akin to an
“equity-like” host and some features that are more akin to a “debt-like” host, judgment is required to determine which features are predominant. ASC 815-10-S99-3 provides that in evaluating an embedded feature the consideration
of the economic characteristics and risks of the host contract should be based on all the stated and implied substantive terms and features of the instrument. The Company has not early adopted the guidance contained in Accounting Standards Update
No. 2014-16, Derivatives and Hedging – Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity (“ASU 2014-16”). ASU 2014-16 is effective for
public business entities for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. However, as noted above, the Company applies the “whole instrument” approach under ASU 2014-16 which requires
consideration of all stated or implied terms and features, including the feature being analyzed, when determining the nature of the host contract.

 Division of Corporation Finance

Attention: Robert S. Littlepage, Accounting Branch Chief

 July
13, 2015

 Page Four

 The Company also considered a speech delivered by a member of the Staff at the 2006 AICPA
National Conference on Current SEC and PCAOB Developments in which it was stated that the following factors should be considered in an analysis:

•

Whether there are any redemption provisions in the instrument;

•

The nature of the returns (stated rate or participating);

•

Whether the returns are mandatory or discretionary;

•

Whether there are any voting rights;

•

Whether there are any collateral requirements;

•

Whether the holders participate in the residual; and

•

Whether the holders have a preference in liquidation, and whether the holders have creditor rights (i.e., the right to force bankruptcy).

 Division of Corporation Finance

Attention: Robert S. Littlepage, Accounting Branch Chief

 July
13, 2015

 Page Five

 The Company noted the following considerations with respect to the economic characteristics
and risks of the principal features of the Series A Preferred Stock:

 Series A Preferred Stock – Principal Features

 Feature

 Analysis

 Conclusion

Redemption

The Series A Preferred Stock may be redeemed by the Company upon the third anniversary of the date of issuance. In addition, the Series A preferred stockholders may cause the Company to redeem the Series A Preferred Stock upon the
fifth anniversary of the date of issuance. The redemption price is the issuance price plus all accrued and unpaid dividends.

The redemption feature is more akin to a debt-like host contract.

Dividends

Cumulative dividends on the Series A Preferred Stock will accrue at the annual rate of 2.5 percent, but will be paid only when and if declared by the Company’s board of directors. The Series A Preferred Stock does not
participate in other residual returns.

The dividend feature is more akin to a debt-like host contract.

Voting

The Series A Preferred Stock does not have any voting rights.

The non-voting feature is more akin to a debt-like host contract.

Liquidation Rights

The Series A Preferred Stock has a substantive preference in liquidation over the common shareholders.

The liquidation rights feature is more akin to a debt-like host contract.

Collateral Requirements

The Series A Preferred Stock does not have collateral requirements or creditor rights.

The lack of collateral and creditor rights is more akin to an equity-like host contract.

Conversion

The Series A Preferred Stock may be converted into shares of the Company’s common stock beginning on the second anniversary of the Series A Preferred Stock issuance (absent a liquidation event or similar event) using a
conversion price equal to 125% of the VWAP per share of the Company’s common stock in the first five “regular-way” trading days after the distribution. The conversion feature will be out-of-the-money at the time of issuance.

The conversion provision is more akin to an equity-like host contract.

Down-Round

The Series A Preferred Stock conversion price is adjusted in the event that the Company issues additional shares of common stock for consideration less than the conversion price in effect immediately prior to such issuance.

The down-round feature is more akin to a debt-like host contract.

 Based on the above qualitative assessment and considering all factors, both individually and combined, the
Company determined that i) the Series A Preferred Stock should be treated as a “debt-like” host contract for purposes of assessing whether or not the embedded conversion feature was clearly and closely related to the economic
characteristics of the Series A Preferred Stock, and ii) the conversion feature is not clearly and closely related to the Series A Preferred Stock.

In addition, the Company determined that the criterion in ASC 815-15-25-1(b), related to the hybrid instrument not being measured at fair
value under other applicable GAAP provisions, has been met as the Series A Preferred Stock would not be carried on the balance sheet at fair value with changes in fair value recognized in earnings.

 Division of Corporation Finance

Attention: Robert S. Littlepage, Accounting Branch Chief

 July
13, 2015

 Page Six

 The Company also analyzed whether the conversion feature met the definition of a derivative
in accordance with ASC 815-10-15-83. The Company determined that the embedded feature has all the characteristics below of a derivative:

a)
Underlying, notional amount, payment provision. Specifically, the Series A Preferred Stock may be converted into shares of the Company’s common stock beginning on the second anniversary of the Series A Preferred
Stock issuance (absent a liquidation event or similar event) using a conversion price equal to 125% of the VWAP per share of the Company’s common stock in the first five “regular-way” trading days after distribution;

b)
Initial net investment. Specifically, the conversion feature does not require an initial net investment; and

c)
Net settlement. Specifically the conversion feature allows for settlement in common stock which is expected to be publicly traded.

The Company also considered whether the conversion feature meets the derivative scope exception in ASC 815-15-10-74(a). In this regard, the
Company considered the down-round provision of the Series A Preferred Stock in connection with ASC 815-40 (formerly EITF 07-5), which identifies when an instrument cannot be considered indexed to the entity’s own stock for purposes of
evaluating the scope exception in ASC 815-15-10-74(a). The Company has concluded that because of the down-round provision, which adjusts the conversion price of the Series A Preferred Stock in the event that the Company issues additional shares of
common stock for consideration less than the conversion price in effect immediately prior to such issuance, the derivative scope exception in ASC 815-15-10-74(a) has not been met.

Therefore, based on the above analysis, the Company will account for the conversion feature as a derivative liability measured upon inception
at fair value with subsequent changes in fair value recognized in earnings.

 * * * *

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) 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.

 We and the Company appreciate the Staff’s attention to the review
of the Registration Statement. Please do not hesitate to contact me at: (650) 833-2073 if you have any questions regarding this letter or the Registration St

July 8, 2015

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

Re: Lumentum Holdings Inc.
 Amendment No. 4 to Form 10-12B
Filed June  29, 2015
File No. 001 -36861

Dear Mr. Lowe :

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

Please respond to the comment within ten busine ss days by amending your filing or by
advising 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 res ponse to the
comment , we may have  additional comments.

Unaudited Pro Forma Combined Financial Statements, page 40

1. We note the Series A preferred stock to be issued by Lumentum, Inc. will be convertible
into common shares of Lumentum  Holdings, Inc.  With a view towards disclosure, please
explain to us how you intend to account for the conversion feature embedded in the
Series A preferred stock.  Provide for us your comprehensive analysis explaining your
consideration of the terms of t he instrument and the applicable accounting literature.  If
the embedded conversion feature will be bifurcated from the host contract, it may be
necessary for you to give effect to this in the pro forma financial statements.

We urge all persons who are re sponsible 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 company 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.

Alan Lowe
Lumentum Holdings Inc.
July 8, 2015
Page 2

  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 respect to the filing; and

 the compan y 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.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684  or Robert S.
Littlepage, Ac counting 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/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

cc: Ed Batts
 DLA Piper

CORRESP
1
filename1.htm

SEC Response Letter

 DLA Piper LLP (US)

2000 University Avenue

 East Palo Alto, California 94303-2214

www.dlapiper.com

Ed Batts

 ed.batts@dlapiper.com

T 650.833.2073

 F 650.687.1106

 July 6, 2015

 VIA
COURIER AND EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

Attention:
Celeste M. Murphy, Legal Branch Chief
Larry Spirgel, Assistant Director
William Mastrianna, Attorney-Adviser
Paul Fischer, Attorney-Adviser
Robert S. Littlepage, Accounting Branch Chief
Christie
Wong, Staff Accountant

Re:
Lumentum Holdings Inc.
Registration Statement on Form 10
Amendment No. 4 Filed June 29, 2015
File No. 001-36861

Ladies and Gentlemen:

 On behalf of Lumentum Holdings Inc.
(“Lumentum” or the “Company”), we submit this letter in response to an oral comment from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) as relayed in a telephonic notification from the Staff on July 2, 2015 and relating to the above referenced Amendment No. 4 to the Registration Statement on Form 10 (the
“Registration Statement”) filed with the Commission on June 29, 2015. We are concurrently filing via EDGAR this letter as well as sending a hardcopy thereof.

Set forth below is the Company’s response to the Staff’s oral comment. This letter restates the comment of the Staff and the discussion set out
below is the Company’s response.

 Comment on Pro Rata Distribution

1.     We note that in response to comment #2 from our letter dated June 26, 2015, your additional statement in the Form 10,
“Part of the proceeds from any sale of the retained stock may also be used for potential future acquisitions, although we have been informed by JDSU that none are currently under active consideration.” Please confirm that JDSU does not
have any agreement to sell any of its retained stock, and whether there is any minimum period of time following the distribution during which JDSU would refrain from distributing its retained stock.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 July 6, 2015

 Page Two

 We are counsel to both JDS Uniphase Corporation (“JDSU”), which in connection with
the separation will be renamed Viavi Solutions Inc. (“Viavi”), and the Company. JDSU has instructed us to confirm to the Staff that JDSU has not conducted negotiations or entered into any plan or agreement to sell, either
directly or through the use of an underwriter, the 19.9% equity stake in Lumentum Holdings Inc. proposed to be retained by Viavi (the “Retained Shares”). JDSU also has instructed us to inform the Staff that Viavi will not
dispose of any of the Retained Shares for a minimum period of 180 calendar days from the date of distribution of Lumentum common stock (the “Minimum Period”), currently planned for 12:01 a.m. on July 26, 2015. Further,
Lumentum also has instructed us to inform the Staff that it shall not request any registration statement pertaining to the Retained Shares to become effective prior to the end of the Minimum Period.

* * * *

 The Company acknowledges that
(i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing, and (iii) 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.

We, JDSU and the Company appreciate the Staff’s attention to this correspondence filing. Please do not hesitate to contact me at: (650) 833-2073 if
you have any questions regarding this letter.

 Very truly yours,

DLA Piper LLP (US)

 /s/ Ed Batts

Ed Batts

 Partner

cc:
Thomas Waechter, (President & CEO, JDS Uniphase Corporation)

 Rex Jackson (Executive
Vice President and CFO, JDS Uniphase Corporation)

 Kevin Siebert (General Counsel, JDS Uniphase Corporation)

Alan Lowe (President & CEO, Lumentum Holdings Inc.)

Judy Hamel (General Counsel-Designee, Lumentum Holdings Inc.)

CORRESP
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CORRESP

DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, California 94303-2214

www.dlapiper.com

 Ed Batts

ed.batts@dlapiper.com

T   650.833.2073

F   650.687.1106

 June 29, 2015

 VIA
COURIER AND EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

Attention:

Celeste M. Murphy, Legal Branch Chief

Larry Spirgel, Assistant Director

William Mastrianna, Attorney-Adviser

Paul Fischer, Attorney-Adviser

Robert S. Littlepage, Accounting Branch Chief

Christie Wong, Staff Accountant

Re:

Lumentum Holdings Inc.

Registration Statement on Form 10

Filed June 17, 2015

File No. 001-36861

 Ladies and Gentlemen:

 On
behalf of Lumentum Holdings Inc. (“Lumentum” or the “Company”), we submit this letter in response to the comments from the Staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated June 26, 2015, relating to the above referenced Registration Statement on Form 10 File No.
001-36861 (the “Registration Statement”) filed with the Commission on June 17, 2015 and to provide updated information. We understand that the Staff does not have any additional comments on Amendment No. 3
(“Amendment No. 3”) to the Registration Statement filed with the Commission on June 24, 2015. We are concurrently filing via EDGAR this letter and Amendment No. 4 (“Amendment No. 4”) to the
Registration Statement. We are also sending a hard copy of this letter and the Registration Statement, including a version that is marked to show changes to Amendment No. 3.

Set forth below are the Company’s responses to the Staff’s comment letter. This letter restates the numbered comments of the Staff, and the
discussion set out below each comment is the Company’s response. All references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) in the
Registration Statement.

 Summary

 The
Separation and Distribution, page 12

 1. We note that JDSU intends to retain approximately 19.9% of Lumentum stock after the spin-off
transaction and stock distribution to JDSU shareholders. Please describe the purpose, effects, and business reasons for retaining Lumentum stock after the spin-off.

Response: The Information Statement has been revised on pages 30 and 34 in response to the Staff’s comment.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 June 29, 2015

 Page Two

 2. Please provide us with the legal analysis whereby you determined that, despite the retention of 19.9%
of the Lumentum shares by Viavi, and subsequent disposal of these shares by Viavi no later than three years after the distribution, the spin-off of Lumentum shares is pro rata to parent shareholders. Please refer to Staff Legal Bulletin 4.

Response: JDS Uniphase Corporation (“JDSU”), which in connection with the separation will be renamed Viavi Solutions Inc.
(“Viavi”) and Lumentum anticipate that following the separation and distribution, 80.1% of the shares of our common stock will be distributed to JDSU stockholders on a pro rata basis, while Viavi will retain 19.9% of the
shares of our common stock.

 The spin-off transaction will be pro rata. As a result of the retention by Viavi of 19.9% of Lumentum’s outstanding
shares of common stock, JDSU stockholders will have, directly or indirectly, the same proportionate economic interest in Viavi and in Lumentum as they did immediately prior to the spin-off. Before the spin-off transaction, the JDSU stockholders
owned 100% of Lumentum through their direct ownership of 100% of the outstanding shares of JDSU, which in turn owned the Lumentum business. Immediately after these transactions, JDSU stockholders will directly and indirectly own 100% of Lumentum, by
virtue of their (i) direct ownership of 80.1% of Lumentum’s outstanding shares and (ii) indirect ownership of 19.9% of Lumentum’s outstanding shares. JDSU stockholders “indirectly” own 19.9% of Lumentum’s
outstanding shares because they own 100% of the outstanding shares of JDSU. As a result, the retention of 19.9% of Lumentum’s common stock does not change the pro rata nature of the distribution of the spin-off, and the JDSU stockholders’
direct and indirect economic interests in the assets of Lumentum and its subsidiaries, including those subsidiaries holding the Lumentum business, will not have been substantially altered by the spin-off. We respectfully refer the Staff to no-action
letters that it has previously issued, both prior to and following issuance of the Staff Legal Bulletin 4, providing that the issuance of shares in a spin-off did not require registration where the parent company did not distribute all of its
interests in the spun-off company or where the spun-off company issued its shares to the parent company in connection with the spin-off. See, e.g., Sanpaolo IMI S.P.A. (available October 28, 1999), Istituto Nazionale delle Assicurazioni S.p.A
(available October 27, 1998), Summit Energy (available March 29, 1988), The Henley Group, Inc. (available December 21, 1987), Eaton Corporation (available August 8, 1983).

The Information Statement has been revised on the cover and pages 13, 33, 34, 50, 74 and 103.

3. Please revise your chart disclosure on page 34 to indicate the retention of Lumentum shares by Viavi.

Response: The Information Statement has been revised on page 35 in response to the Staff’s comment.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 June 29, 2015

 Page Three

 *  *  *  *

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) 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.

 We and the Company appreciate the Staff’s attention to the review
of the Registration Statement. Please do not hesitate to contact me at: (650) 833-2073 or Michael Torosian at: (650) 833-2220 if you have any questions regarding this letter or the Registration Statement.

Very truly yours,

 DLA Piper LLP (US)

/s/ Ed Batts

 Ed Batts

Partner

cc:
Alan Lowe (Lumentum Holdings Inc.)

Judy Hamel (Lumentum Holdings Inc.)

Michael Torosian (DLA Piper LLP (US))

June 26 , 2015

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

Re: Lumentum Holdings Inc.
 Amendment No. 2 to Form 10-12B
Filed June  17, 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
information 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 res ponse to these
comments , we may have  additional comments.

Summary

The Separation and Distribution, page 12

1. We note that JDSU intends to retain approximately 19.9% of Lumentum stock after the
spin-off transaction and stock distribution to JDSU shareholders. Please describe the
purpose, effects, and business reasons for retaining Lumentum stock after the spin -off.
2. Please provide us with the legal analysis whereby you determined that, despite the
retention of 19.9% of the Lumentum shares by Viavi,  and subsequent disposal of these
shares by Viavi no later than three years after the distribution, the spin -off of Lumentum
shares is pro rata to parent shareholders. Please refer to Staff Legal Bulletin 4.
3. Please revise your chart disclosure on page 34 to indicate the retention of Lumentum
shares by Viavi.

Alan Lowe
Lumentum Holdings Inc.
June 26 , 2015
Page 2

      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 an d all applicable Exchange Act rules require.   Since the company 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 respect 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.

You may contact Christie Wong, Staff Accountant, at (202) 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/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

cc: Ed Batts
 DLA Piper

CORRESP
1
filename1.htm

Response Letter

 DLA Piper LLP (US)

2000 University Avenue

 East Palo Alto, California 94303-2214

www.dlapiper.com

Ed Batts

 ed.batts@dlapiper.com

T    650.833.2073

F    650.687.1106

 April 23, 2015

 VIA
COURIER AND EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington, D.C. 20549

Attention:

Celeste M. Murphy, Legal Branch Chief

Larry Spirgel, Assistant Director

William Mastrianna, Attorney-Adviser

Paul Fischer, Attorney-Adviser

Robert S. Littlepage, Accounting Branch Chief

Christie Wong, Staff Accountant

Re:
Lumentum Holdings Inc.

Registration Statement on Form 10

Filed February 26, 2015

File No. 001-36861

 Ladies and Gentlemen:

On behalf of Lumentum Holdings Inc. (the “Company”), we submit this letter in response to the comments from the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated March 25, 2015, relating to the above referenced Registration
Statement on Form 10 filed with the Commission on February 26, 2015. We are concurrently filing via EDGAR this letter and Amendment No. 1 (“Amendment No. 1”) to the Registration Statement File
No. 001-36861 (the “Registration Statement”). We are also sending a hard copy of this letter and Amendment No. 1, including a version that is marked to show changes to the originally filed Registration Statement.

 In connection with our submission of this letter, the Company is supplementally providing a letter and a memorandum of response with certain supplemental
materials, for which we are respectfully requesting confidential treatment pursuant to Rule 83 promulgated by the Commission, 17 C.F.R. §§ 200.83.

Amendment No. 1 is being filed in response to the March 25, 2015 comment letter of the Staff regarding the Registration Statement and to provide
updated information. Set forth below are the Company’s responses to the Staff’s comment letter. This letter restates the numbered comments of the Staff, and the discussion set out below each comment is the Company’s response. All
references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) in the Registration Statement.

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.

Response: The Company has filed the requested exhibits with Amendment No. 1. The Company plans to file additional exhibits in a subsequent
amendment to the Registration Statement.

 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.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 April 23, 2015

 Page Two

 Response: The Company plans to obtain the tax opinion of PricewaterhouseCoopers LLP prior to the
distribution. The Company describes the tax opinion in the Information Statement but does not 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 statement. 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.

 Response: To the extent there are blank
spaces in the Information Statement filed with Amendment No. 1, the Company intends to include these disclosures in a subsequent amendment to the Registration Statement as soon as practicable.

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.

Response: The Information Statement has been revised on page 7 in response to the Staff’s comment.

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

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

 Response: The Information Statement has been revised on page 34 in response to the Staff’s comment.

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.

Response: The Information Statement has been revised on page 3 in response to the Staff’s comment.

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 Separation” at page 77, you disclose that these current JDSU executives are “expected to serve as our executive officers.” Please clarify whether these executives will be confirmed by your board of directors
before the distribution occurs.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 April 23, 2015

 Page Three

 Response: The Information Statement has been revised on page 81 in response to the Staff’s
comment.

 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.

 Response: The Company respectfully submits that it has disclosed the relevant risks associated with the
sale and market reception of its OpComms and Laser products in the risk factor titled “Changing technology and intense competition require us to continue to innovate” on page 16 of the Information Statement. The Company has more than 30
years’ experience in developing and manufacturing optical and photonics products, is a leading provider of optical and photonic products by revenue and market share, has supplied a large number of products to customers and its products have
achieved market acceptance to date. Regarding risks associated with the future sale and market reception of its products, for example, on page 16 of the Information Statement, the Company has disclosed that its success depends upon its ability to
deliver both its current product offerings and new products and technologies on time and at acceptable cost to its customers. The Company has also disclosed that its future performance will depend on the successful development, introduction and
market acceptance of new and enhanced features and products that address customer issues and provide solutions that meet customers’ current and future needs. The Company has further disclosed that if it fails to continue to develop enhanced or
new products, its revenue and profits and results of operations could be materially and adversely affected.

 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.

 Response: The
Information Statement has been revised on page 56 in response to the Staff’s comment.

 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.

 Response: In response to the Staff’s comment, the Company has revised disclosures on pages 48 and 70 to clarify that
the Company is a “leading provider” by revenue and market share. The statement that the Company believes it is a “leading provider” is the result of its estimate of its market position through utilizing research of independent
industry analysts. The Company has supplementally provided under separate cover the sources it has used to estimate its market position.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 April 23, 2015

 Page Four

 Properties, page 75

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

 Response: The Information Statement has been revised on pages 8 and 13 in response to the Staff’s comment. The
Company’s headquarters and properties will not be coterminous with Viavi headquarters and properties 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.

Response: The Information Statement has been revised on pages 23 and 99 in response to the Staff’s comment.

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.

Response: The Company did not include the Escrow Agreement as an exhibit to its filing because it determined that the Escrow Agreement is not a
material agreement required to be filed under Item 601 of Regulation S-K. The Company made the determination that the Escrow Agreement is not material based on the fact that the Escrow Agreement is not necessary for the Company to conduct its
business and the termination of the Escrow Agreement would not have a material adverse effect on the Company’s business. The Escrow Agreement is being entered into in order to maintain a copy of certain information that is considered
confidential to the Company and JDSU, which information would be released to the Company or JDSU upon certain conditions, including to the extent that either of the Company or JDSU require access to such information to assist it in responding to a
governmental or regulatory investigation, litigation or other proceeding related to such information.

*  *  *  *

 The
Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking
any action with respect to the filing, and (iii) 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.

 Division of Corporation Finance

Attention: Celeste M. Murphy, Legal Branch Chief

 April 23, 2015

 Page Five

 We and the Company appreciate the Staff’s attention to the review of the Registration Statement. Please
do not hesitate to contact me at: (650) 833-2073 or Michael Torosian at: (650) 833-2220 if you have any questions regarding this letter or the Registration Statement.

Very truly yours,

 DLA Piper LLP (US)

/s/ Ed Batts

 Ed Batts

Partner

cc:
Alan Lowe (Lumentum Holdings Inc.)

Judy Hamel (Lumentum Holdings Inc.)

Michael Torosian (DLA Piper LLP (US))

CORRESP
1
filename1.htm

Correspondence

 DLA Piper LLP (US)

 2000 University
Avenue

 East Palo Alto, California 94303-2214

www.dlapiper.com

Ed Batts

ed.batts@dlapiper.com

T 650.833.2073

F 650.687.1106

 April 3, 2015

 VIA
EDGAR

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Attention:

Celeste M. Murphy, Legal Branch Chief

Larry Spirgel, Assistant Director

William Mastrianna, Attorney-Adviser

Paul Fischer, Attorney-Adviser

Robert S. Littlepage, Accounting Branch Chief

Christie Wong, Staff Accountant

Re:
Lumentum Holdings Inc.

Form 10-12B

Filed February 26, 2015

File No. 001-36861

 Dear Ladies and Gentlemen:

This letter is to formally confirm our telephone conversation with Mr. Mastrianna on April 2, 2015, by which Lumentum Holdings Inc. (the
“Company”) respectfully informs the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission that the Company intends to submit a letter in response to the comments from the Staff, and
file Amendment No. 1 to the above-referenced Registration Statement on Form 10-12B, on or about April 17, 2015. Please do not hesitate to contact me at (650) 833-2073 or Michael Torosian at (650) 833-2220 should you have any
questions regarding the above.

 Very truly yours,

 DLA
Piper LLP (US)

 /s/ Ed Batts

 Ed Batts

Partner

 Admitted to practice in California

EB

cc:
Alan Lowe (Lumentum Holdings Inc.)

Sarah Slayen (JDS Uniphase Corporation)

Kevin Siebert (JDS Uniphase Corporation)

Michael J. Torosian (DLA Piper LLP (US))

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