Note 3. Discontinued Operations

On August 1, 2015, the Company completed the separation of the Lumentum business (the “Separation”) and made a tax-free distribution of approximately 80.1% of the outstanding shares of Lumentum common stock to Viavi shareholders who received one share of Lumentum common stock for every five shares of Viavi common stock held as of the close of business on July 27, 2015 (the “Record Date”) and not sold prior to August 4, 2015 (the “ex-dividend date”). In connection with the Separation Viavi agreed to contribute $137.6 million of total cash, of which $0.6 million remains to be contributed as of April 2, 2016. As of the Distribution, Viavi retained ownership of approximately 19.9%, or 11.7 million shares, of Lumentum’s outstanding shares. Lumentum was formed to hold Viavi’s CCOP business and the Waveready product line. As a result of the Distribution, Lumentum is now an independent public company.

In connection with the Separation, the Company entered into a Contribution Agreement, Separation and Distribution Agreement, a Tax Matters Agreement, Employee Matters Agreement, Securities Purchase Agreement, a Supply Agreement, and an Intellectual Property Matters Agreement with Lumentum and others.

The Contribution Agreement 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.

The Separation and Distribution Agreement governs the separation of the CCOP and Waveready business, the transfer of assets and other matters related to Viavi’s relationship with Lumentum.

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

The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of Lumentum and Viavi, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Lumentum will no longer participate in benefit plans sponsored or maintained by Viavi.

The Securities Purchase Agreement with the Company, Lumentum and Amada Holdings Co., Ltd. (“Amada”) set forth terms whereby the Company received 40,000 shares of Lumentum’s Series A Preferred Stock (“Series A Preferred Stock”) pursuant to a binding commitment to sell the Series A Preferred Stock to Amada following the Separation. Upon Separation, in connection with the agreement, during the first quarter of fiscal 2016 the Company sold 35,805 shares of the Series A Preferred Stock to Amada for $35.8 million and the remaining 4,195 shares of the Series A Preferred Stock were canceled. The $35.8 million is included as a part of financing activities in the Statement of Cash Flows.

The Supply Agreement outlines that Viavi will supply test equipment to Lumentum and Lumentum will supply components related to the Company’s metro, fiber and optical product lines and development services related to smart transceivers. The most significant component of the Supply Agreement is $15 million related to the sale of certain optical test equipment to Lumentum during the 12 month period from the date of the agreement through July 31, 2016, of which the company recorded $4.4 million and $12.7 million of net revenue during the three and nine months ended April 2, 2016, respectively.

The Intellectual Property Matters Agreement outlines the intellectual property rights and technology transferred to Lumentum upon the Separation, as well as the intellectual property and technology both companies can license from each other. In addition it outlines non-compete restrictions between Viavi and Lumentum.

As the separation of the Lumentum business represents a strategic shift that has and will have a major effect on the Company’s operations and financial results, the results of operations and net assets of the Lumentum business are presented separately as discontinued operations for the three and nine months ended April 2, 2016 and March 28, 2015 and as of June 27, 2015, in accordance with the authoritative guidance.

Lumentum is now a stand-alone public company that separately reports it financial results. Due to the difference between the basis of presentation for discontinued operations and the basis of presentation as a stand-alone company, the financial results of Lumentum included within discontinued operations for the Company may not be indicative of actual financial results of Lumentum as a stand-alone company.

The following table presents the carrying amounts of the major classes of the assets and liabilities of the Lumentum business which are presented as discontinued operation on the Consolidated Balance Sheets (in millions).



	June 27, 2015
Assets:
Cash and cash equivalents	$	13.4
Accounts receivable, net	150.2
Inventories, net	100.0
Prepayments and other current assets	46.6
Current assets of discontinued operations	310.2
Property, plant and equipment, net	145.4
Goodwill	5.6
Intangibles, net	21.8
Other non-current assets	31.4
Non-current assets of discontinued operations	204.2
Total assets of discontinued operations	$	514.4
Liabilities:
Accounts payable	$	79.1
Accrued payroll and related expenses	18.3
Income taxes payable	3.7
Accrued expenses	17.5
Other current liabilities	11.4
Current liabilities of discontinued operations	130.0
Non-current liabilities of discontinued operations	10.9
Total liabilities of discontinued operations	$	140.9

In connection with the Separation, $7.8 million of accumulated other comprehensive loss, net of income taxes, related to foreign currency translation adjustments and the pension plan obligation was transferred to Lumentum on the Separation Date. Refer to “Note 5. Accumulated Other Comprehensive Income (Loss)” for more information.

The Company also transferred deferred tax assets of $29.5 million, deferred tax liabilities of $1.0 million, current income tax payables of $3.3 million, an income tax receivable of $1.3 million and other long-term liabilities related to uncertain tax positions totaling $0.1 million on the Separation date. The Company utilized approximately $1.0 billion of federal net operating losses to offset income recognized as a result of the Separation and the license of Lumentum’s intellectual property to a foreign subsidiary.

The removal of Lumentum’s net assets and equity related adjustments upon the Separation are presented as an increase of Viavi's accumulated deficit and represents a non-cash financing activity, excluding the cash transferred. Refer to “Note 14. Stock-Based Compensation” for information on modifications to stock-based compensation awards as a result of the Distribution.

The following table summarizes results from discontinued operations of the Lumentum business included in the condensed Consolidated Statement of Operations (in millions):



	Three Months Ended (1)			Nine Months Ended
	March 28, 2015			April 2, 2016			March 28, 2015
Net revenues	$	198.3		$	66.5		$	627.3
Cost of revenues	139.1			49.8			426.5
Amortization of acquired technologies	1.9			0.6			5.7
Gross profit	57.3			16.1			195.1
Operating expenses:
Research and development	34.6			12.5			104.4
Selling, general and administrative	21.3			24.7			57.3
Restructuring charges	0.5			0.1			2.9
Total operating expenses	56.4			37.3			164.6
Income (loss) from operations	0.9			(21.2		)	30.5
Interest and other income (expense), net	(0.5		)	—			(0.8		)
Income (loss) before income taxes	0.4			(21.2		)	29.7
(Benefit from) provision for income taxes	(22.2		)	24.4			(21.6		)
Net income (loss) from discontinued operations	$	22.6		$	(45.6	)	$	51.3

(1) Net income from discontinued operations for the three months ended April 2, 2016 of $5.0 million is comprised of costs to complete the separation offset by a benefit attributable to income taxes from discontinued operations of $6.1 million. No income or expense relating to the Lumentum business has been recorded after the separation from Viavi on August 1, 2015.

During the nine months ended April 2, 2016, the income tax provision for discontinued operations of $24.4 million, included approximately $7.6 million cash taxes that are due to federal and state authorities as a result of the Separation. In addition, approximately $17.1 million of the income tax provision for discontinued operations related to the income tax intraperiod tax allocation rules in relation to continuing operations and other comprehensive income.

Net (loss) income from discontinued operations also includes costs incurred by the Company to separate Lumentum such as transaction charges, advisory and consulting fees. Net income (loss) from discontinued operations for the three and nine months ended April 2, 2016 included $1.1 million and $16.5 million of costs to complete the separation, respectively. Net income (loss) from discontinued operations for the three and nine months ended March 28, 2015 included $5.2 million and $8.9 million of costs to complete the separation, respectively.

The following table presents supplemental cash flow information: depreciation expense, amortization expense, stock based compensation expense and capital expenditures of the Lumentum business (in millions):



	Nine Months Ended
	April 2, 2016		March 28, 2015
Operating activities:
Depreciation expense	$	3.7	$	32.3
Amortization expense	0.6		6.0
Stock-based compensation expense	1.6		14.4
Investing activities:
Capital expenditures	$	5.8	$	34.0