What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-08-23 compared with 2020-08-24 · 74 added, 60 removed, 80 unchanged (63% of the section changed)

6 unchanged sentences

Based on such evaluation, our CEO and our CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

Based on such evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of June 27, 2020 .

Based on such evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of July 3, 2021.

(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

1 unchanged sentence

Our management, including our CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on its evaluation under the framework in the Internal Control-Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of June 27, 2020 .

The effectiveness of the Company’s internal control over financial reporting as of June 27, 2020 has been audited by our independent registered public accounting firm PricewaterhouseCoopers LLP, as stated in their report which appears in this Annual Report on Form 10-K under Item 8 Financial Statements and Supplementary Information.

The effectiveness of the Company’s internal control over financial reporting as of July 3, 2021 has been audited by our independent registered public accounting firm PricewaterhouseCoopers LLP, as stated in their report which appears in this Annual Report on Form 10-K under Item 8 “Financial Statements and Supplementary Information.”

There were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), during the quarter ended June 27, 2020 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), during the quarter ended July 3, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) LIMITATIONS ON EFFECTIVENESS OF CONTROLS

5 unchanged sentences

OTHER INFORMATION

In September 2019, the Board of Directors authorized a stock repurchase program of up to $200 million of the Company’s common stock through open market or private transactions before September 30, 2021.

As of July 3, 2021, the Company had approximately $112.9 million remaining under the program.

On August 18, 2021, the Board of Directors approved to extend the program until September 30, 2022.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding the Company’s executive officers and directors required by this Item is incorporated by reference to the section entitled “Proposal One—Elections of Directors” in the Company’s Definitive Proxy Statement in connection with the 2020 Annual Meeting of Stockholders (the Proxy Statement), which will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 27, 2020 .

Information regarding the Company’s directors required by this Item is incorporated by reference to the sections entitled “Proposal One—Elections of Directors” and “Corporate Governance” in the Company’s Definitive Proxy Statement in connection with the 2021 Annual Meeting of Stockholders (the Proxy Statement), which will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended July 3, 2021.

Information required by Item 405 of Regulation S-K is incorporated by reference to the section entitled “Beneficial Ownership Reporting Compliance” in the Proxy Statement.

Information regarding the Company’s executive officers and Audit Committee of the Company’s Board of Directors required by this Item is incorporated by reference to the section entitled “Corporate Governance” in the Proxy Statement.

With regard to the information required by this item regarding the compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

The Company has adopted the “VIAVI Code of Business Conduct” as its code of ethics, which is applicable to all employees, officers and directors of the Company.

2 unchanged sentences

EXECUTIVE COMPENSATION

Information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” “Compensation Program Risk Assessment,” “Corporate Governance—Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

Information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Corporate Governance - Director Compensation,” “Corporate Governance - Compensation Program Risk Assessment,” “Corporate Governance—Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

2 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated by reference to the sections entitled “Certain Relationships and Related Person Transactions,” and “Code of Ethics,” “Director Independence,” and “Board Committees and Meetings” under the “Corporate Governance” heading in the Proxy Statement.

Information required by this item is incorporated by reference to the sections entitled “Corporate Governance - Certain Relationships and Related Person Transactions,” and “Corporate Governance - Director Independence” in the Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

1 unchanged sentence

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following items are filed as part of this Annual Report on Form 10-K:

(a) The following items are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations — Years Ended June 27, 2020, June 29, 2019 and June 30, 2018

Consolidated Statements of Comprehensive (Loss) Income — Years Ended June 27, 2020, June 29, 2019 and June 30, 2018

Consolidated Balance Sheets — June 27, 2020 and June 29, 2019

Consolidated Statements of Cash Flows — Years Ended June 27, 2020, June 29, 2019 and June 30, 2018

Consolidated Statements of Stockholders’ Equity — Years Ended June 27, 2020, June 29, 2019 and June 30, 2018

Consolidated Statements of Operations — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019

Consolidated Statements of Comprehensive (Loss) Income — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019

Consolidated Balance Sheets — July 3, 2021 and June 27, 2020

Consolidated Statements of Cash Flows — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019

Consolidated Statements of Stockholders’ Equity — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019

Notes to Consolidated Financial Statements

1 unchanged sentence

All financial statement schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, not applicable, or because the required information is included in the Consolidated Financial Statements or Notes thereto.

(3) Exhibits:

See Item 15(b)

(b) Exhibits:

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission.

Incorporated by Reference

Exhibit Description

Stock Purchase Agreement by and among IFR Systems, Inc., Lockman Electronic Holdings Limited, Aeroflex Test Solutions Limited and Viavi Solutions Inc.

dated as of February 1, 2018

Incorporated by Reference Filed Furnished

Exhibit Description Form Exhibit Filing Date Herewith Not Filed

Separation and Distribution Agreement by and between JDS Uniphase Corporation, Lumentum Holdings Inc.

and Lumentum Operations LLC

8-K 2.3 8/5/2015

Fourth Restated Certificate of Incorporation

8-K 3.1 11/20/2018

Amended and Restated Bylaws of Viavi Solutions Inc.

Stockholder’s and Registration Rights Agreement by and between JDS Uniphase Corporation and Lumentum Holdings Inc.

10-Q 3.1 2/7/2018

Indenture, dated as of March 3, 2017 between Viavi Solutions Inc.

and Wells Fargo Bank, National Association as Trustee

8-K 4.1 3/6/2017

Form of 1.00% Senior Convertible Notes due 2024

8-K 4.2 (Incl.

in 4.1) 3/6/2017

Indenture, dated as of May 29, 2018 between Viavi Solutions Inc.

and US Bank National Association as Trustee

8-K 4.1 5/29/2018

Form of 1.75% Senior Convertible Notes due 2023

8-K 4.2 (Incl.

in 4.1) 5/29/2018

Description of Securities

10-K 4.6 8/24/2020

Employment Agreement between Oleg Khaykin and Viavi Solutions Inc.

effective as of February 3, 2016

Employment Agreement between Amar Maletira and Viavi Solutions Inc.

effective as of September 9, 2015

8-K 10.1 2/2/2016

Employment Agreement between Henk Derksen and Viavi Solutions Inc., effective as of March 15, 2021

8-K 10.1 5/7/2021

Consulting Agreement by and between Viavi Solutions Inc.

and Amar Maletira, dated as of October 28, 2020

8-K 10.1 2/9/2021

Amended and Restated 1998 Employee Stock Purchase Plan

10-K 10.3 8/27/2019

Form of Indemnification Agreement

8-K 10.9 4/20/2015

Restated 2003 Equity Incentive Plan

10-Q 10.1 2/6/2020

2003 Equity Incentive Plan Form of Performance Unit Award Agreement (for the U.S.)

10-Q 10.1 2/6/2019

Tax Matters Agreement by and between JDS Uniphase Corporation and Lumentum Holdings Inc.

8-K 10.1 8/5/2015

Viavi Solutions Inc., Change of Control Benefits Plan, (Amended and Restated effective June 16, 2020)

8-K 10.1 6/22/2020

Form of Option Grant Notice and Option Agreement, by and between the Registrant and Oleg Khaykin

S-8 99.1 2/11/2016

2003 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement

8-K 10.2 6/22/2020

Viavi Solutions Inc.

Executive Severance and Retention Plan

8-K 10.1 10/19/2015

Credit Agreement, dated May 5, 2020 by Viavi Solutions Inc., the lenders party thereto and Wells Fargo N.A.

as administrative agent

Form of Exchange Agreement between Viavi Solutions Inc.

and Holders of 1.75% Senior Convertible Notes due 2023

Form of Subscription Agreement between Viavi Solutions Inc.

and Holders of 1.75% Senior Convertible Notes due 2023

8-K 10.1 5/6/2020

Subsidiaries of Viavi Solutions Inc.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020, formatted in Inline XBRL.

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2021, formatted in Inline XBRL.

+Indicates management contract or compensation plan, contract or arrangement

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

August 24, 2020

VIAVI SOLUTIONS INC.

/s/ AMAR MALETIRA

Amar Maletira

Executive Vice President and Chief Financial Officer

August 23, 2021 VIAVI SOLUTIONS INC.

/s/ HENK DERKSEN

Executive Vice President and Chief Accounting Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Oleg Khaykin and Amar Maletira, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same with, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Oleg Khaykin and Henk Derksen, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same with, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ OLEG KHAYKIN

President and Chief Executive Officer

August 24, 2020

(Principal Executive Officer)

/s/ AMAR MALETIRA

Executive Vice President and Chief Financial Officer

August 24, 2020

Amar Maletira

(Duly Authorized Officer and Principal Financial and Accounting Officer)

/s/ RICHARD BELLUZZO

August 24, 2020

Signature Title Date

/s/ OLEG KHAYKIN President and Chief Executive Officer August 23, 2021

Oleg Khaykin (Principal Executive Officer)

/s/ HENK DERKSEN Executive Vice President and Chief Financial Officer August 23, 2021

Henk Derksen (Duly Authorized Officer and Principal Financial and Accounting Officer)

/s/ RICHARD BELLUZZO Chairman August 23, 2021

Richard Belluzzo

/s/ KEITH BARNES

August 24, 2020

/s/ TOR BRAHAM

August 24, 2020

/s/ KEITH BARNES Director August 23, 2021

/s/ TOR BRAHAM Director August 23, 2021

/s/ TIMOTHY E.

August 24, 2020

/s/ DONALD COLVIN

August 24, 2020

CAMPOS Director August 23, 2021

/s/ DONALD COLVIN Director August 23, 2021

Donald Colvin

/s/ MASOOD JABBAR

August 24, 2020

/s/ MASOOD JABBAR Director August 23, 2021

Masood Jabbar

/s/ LAURA BLACK

August 24, 2020

/s/ GLENDA DORCHAK

August 24, 2020

/s/ LAURA BLACK Director August 23, 2021

/s/ GLENDA DORCHAK Director August 23, 2021

Glenda Dorchak

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures