VIAVI SOLUTIONS INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) EVALUATION OF DISCLOSURE CONTROL AND PROCEDURES The SEC defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934, as amended, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our management (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO)) has conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act). 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 July 3, 2021. 109 Table of Contents (b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). 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 July 3, 2021. 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.” (c) CHANGES IN 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 Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Accordingly, our disclosure controls and procedures and our internal controls provide reasonable assurance of achieving their objectives. ITEM 9B. 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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. 110 Table of Contents 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. The full text of the VIAVI Code of Business Conduct is available under Corporate Governance Information which can be found under the Investors tab on the Company’s website at www.viavisolutions.com . We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct by posting such information on our investor relations website under the heading “Governance-Governance Documents” at http://investor.viavisolutions.com/corporate-governance/default.aspx . 111 Table of Contents ITEM 11. EXECUTIVE COMPENSATION 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement. Information regarding the Company’s stockholder approved and non-approved equity compensation plans is incorporated by reference to the section entitled “Equity Compensation Plans” in the Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information required by this item is incorporated by reference to the section entitled “Audit and Non-Audit Fees” in the Proxy Statement. 112 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following items are filed as part of this Annual Report on Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm 51 Consolidated Statements of Operations — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019 54 Consolidated Statements of Comprehensive (Loss) Income — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019 55 Consolidated Balance Sheets — July 3, 2021 and June 27, 2020 56 Consolidated Statements of Cash Flows — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019 57 Consolidated Statements of Stockholders’ Equity — Years Ended July 3, 2021, June 27, 2020 and June 29, 2019 58 Notes to Consolidated Financial Statements 59 (2) Financial Statement Schedules: 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 Filed Furnished Exhibit No. Exhibit Description Form Exhibit Filing Date Herewith Not Filed 2.1 Separation and Distribution Agreement by and between JDS Uniphase Corporation, Lumentum Holdings Inc. and Lumentum Operations LLC 8-K 2.3 8/5/2015 3.1 Fourth Restated Certificate of Incorporation 8-K 3.1 11/20/2018 3.2 Amended and Restated Bylaws of Viavi Solutions Inc. 10-Q 3.1 2/7/2018 4.1 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 4.2 Form of 1.00% Senior Convertible Notes due 2024 8-K 4.2 (Incl. in 4.1) 3/6/2017 4.3 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 4.4 Form of 1.75% Senior Convertible Notes due 2023 8-K 4.2 (Incl. in 4.1) 5/29/2018 4.5 Description of Securities 10-K 4.6 8/24/2020 10.1+ Employment Agreement between Oleg Khaykin and Viavi Solutions Inc. effective as of February 3, 2016 8-K 10.1 2/2/2016 10.2+ Employment Agreement between Henk Derksen and Viavi Solutions Inc., effective as of March 15, 2021 8-K 10.1 5/7/2021 10.3+ Consulting Agreement by and between Viavi Solutions Inc. and Amar Maletira, dated as of October 28, 2020 8-K 10.1 2/9/2021 113 Table of Contents 10.4+ Amended and Restated 1998 Employee Stock Purchase Plan 10-K 10.3 8/27/2019 10.5+ Form of Indemnification Agreement 8-K 10.9 4/20/2015 10.6+ Restated 2003 Equity Incentive Plan 10-Q 10.1 2/6/2020 10.7+ 2003 Equity Incentive Plan Form of Performance Unit Award Agreement (for the U.S.) 10-Q 10.1 2/6/2019 10.8 Tax Matters Agreement by and between JDS Uniphase Corporation and Lumentum Holdings Inc. 8-K 10.1 8/5/2015 10.9+ Viavi Solutions Inc., Change of Control Benefits Plan, (Amended and Restated effective June 16, 2020) 8-K 10.1 6/22/2020 10.10+ Form of Option Grant Notice and Option Agreement, by and between the Registrant and Oleg Khaykin S-8 99.1 2/11/2016 10.11+ 2003 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement 8-K 10.2 6/22/2020 10.12+ Viavi Solutions Inc. Executive Severance and Retention Plan 8-K 10.1 10/19/2015 10.13 Credit Agreement, dated May 5, 2020 by Viavi Solutions Inc., the lenders party thereto and Wells Fargo N.A. as administrative agent 8-K 10.1 5/6/2020 21.1 Subsidiaries of Viavi Solutions Inc. X 23.1 Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) X 24.1 Power of Attorney (included on the signature page to the Report) 31.1 Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 3 X 31.2 Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 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. X +Indicates management contract or compensation plan, contract or arrangement 114 Table of Contents ITEM 16. 10-K SUMMARY None. 115 Table of Contents SIGNATURES 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. Date: August 23, 2021 VIAVI SOLUTIONS INC. By: /s/ HENK DERKSEN Name: HENK DERKSEN Title: 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 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. 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 Director August 23, 2021 Keith Barnes /s/ TOR BRAHAM Director August 23, 2021 Tor Braham /s/ TIMOTHY E. CAMPOS Director August 23, 2021 Timothy E. Campos /s/ DONALD COLVIN Director August 23, 2021 Donald Colvin /s/ MASOOD JABBAR Director August 23, 2021 Masood Jabbar /s/ LAURA BLACK Director August 23, 2021 Laura Black /s/ GLENDA DORCHAK Director August 23, 2021 Glenda Dorchak 116