Note 3. Related Party Transactions

Transactions with Viavi

Agreements with Viavi

On July 31, 2015, the Company entered into a Supply Agreement with Viavi providing that each party will supply certain products at pre-determined prices, and providing Viavi with research and development services at cost plus a specified markup. The Company also agreed to supply office space via a sublease agreement to Viavi. The sublease income and research and development cost reimbursements are each recorded as contra operating expenses in the Consolidated Statements of Operations for the three and nine months ended April 2, 2016.

The Supply Agreement contains a $15.0 million purchase commitment with Viavi for certain products, and for the three and nine months ended April 2, 2016, the Company purchased $6.8 million and $13.3 million, respectively, in product from Viavi against the $15.0 million purchase commitment. During the three and nine months ended April 2, 2016, the Company recognized revenue of $0.9 million and $2.4 million, respectively, from products sold to Viavi. For the three and nine months ended April 2, 2016, the Company recorded $0.5 million and $1.7 million, respectively, in research and development cost reimbursement and $0.2 million and $0.5 million, respectively, in sublease rental income. As of April 2, 2016, the Company had $0.4 million in accounts receivable due from Viavi.

On July 31, 2015, the Company also entered into the following agreements with Viavi:


a)	Contribution Agreement which identifies the assets to be transferred, the liabilities to be assumed and the contracts to be assigned and it provides for when and how these transfers, assumptions and assignments will occur.


b)	Separation and Distribution Agreement which governs the separation of the Lumentum business and other matters related to Lumentum’s relationship with Viavi.


c)	Tax Matters Agreement which governs the respective rights, responsibilities and obligations of Lumentum and Viavi with respect to tax liabilities and benefits, attributes, proceedings, returns and certain other tax matters.

Employee Matters Agreement which governs the compensation and employee benefit obligations with respect to the current and former employees of Lumentum and Viavi, the treatment of equity based compensation and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Lumentum will participate in benefit plans sponsored or maintained by Lumentum.


e)	Securities Purchase Agreement, which also includes Amada Holdings Co., Ltd. (“Amada”) as a party, which sets forth the terms for the sale by Viavi to Amada of shares of Series A Preferred Stock (the "Series A Preferred Stock") of Lumentum Inc., our wholly-owned subsidiary, following the Separation.


f)	Intellectual Property Matters Agreement which outlines the intellectual property rights of Lumentum and Viavi following the Separation, as well as non-compete restrictions between Viavi and Lumentum.

Allocated Costs

Through and up to August 1, 2015, the separation date, the consolidated statements of operations included our direct expenses for cost of sales, research and development, sales and marketing, and administration as well as allocations of expenses arising from shared services and infrastructure provided by Viavi to us. These allocated expenses include costs of information technology, human resources, accounting, legal, real estate and facilities, corporate marketing, insurance, treasury and other corporate and infrastructure services. In addition, other costs allocated to us include restructuring and stock-based compensation related to Viavi’s corporate and shared services employees and are included in the table below. These expenses were allocated to us using estimates that we consider to be a reasonable reflection of the utilization of services or benefits received by our business. The allocation methods include revenue, headcount, square footage, actual consumption and usage of services and others.

Allocated costs included in the accompanying consolidated statements of operations are as follows (in millions):



	Three Months Ended				Nine Months Ended
	April 2, 2016		March 28, 2015		April 2, 2016			March 28, 2015
Research and development	$	—	$	0.2	$	—		$	0.2
Selling, general and administrative	—		20.0		11.7			56.6
Restructuring and related charges	—		0.6		—			3.8
Interest and other (income) expenses, net	—		0.1		(0.1		)	0.1
Interest expense	—		0.3		0.1			0.7
Total allocated costs	$	—	$	21.2	$	11.7		$	61.4