VIAVI SOLUTIONS INC. 10-Q

Item 1. Financial Statements (Unaudited) VIAVI SOLUTIONS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three Months Ended October 2, 2021 October 3, 2020 Revenues: Product revenue $ 289.1 $ 247.9 Service revenue 37.7 36.8 Total net revenue 326.8 284.7 Cost of revenues: Product cost of revenue 106.7 93.6 Service cost of revenue 17.2 13.5 Amortization of acquired technologies 7.9 8.2 Total cost of revenues 131.8 115.3 Gross profit 195.0 169.4 Operating expenses: Research and development 53.6 48.8 Selling, general and administrative 91.8 81.4 Amortization of other intangibles 2.7 8.5 Restructuring and related benefits — ( 0.6 ) Total operating expenses 148.1 138.1 Income from operations 46.9 31.3 Loss on convertible note settlement (Note 11) ( 85.9 ) — Interest income and other income, net 1.4 0.6 Interest expense ( 3.6 ) ( 3.6 ) (Loss) income before taxes ( 41.2 ) 28.3 Provision for income taxes 13.6 8.6 Net (loss) income $ ( 54.8 ) $ 19.7 Net (loss) income per share: Basic $ ( 0.24 ) $ 0.09 Diluted $ ( 0.24 ) $ 0.08 Shares used in per-share calculations: Basic 231.1 228.8 Diluted 231.1 231.8 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 2 Table of Contents VIAVI SOLUTIONS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) (unaudited) Three Months Ended October 2, 2021 October 3, 2020 Net (loss) income $ ( 54.8 ) $ 19.7 Other comprehensive income (loss): Net change in cumulative translation adjustment, net of tax ( 9.6 ) 27.6 Unrealized holding gain arising during period 0.1 — Amortization of actuarial income 0.8 0.8 Net change in accumulated other comprehensive income (loss) ( 8.7 ) 28.4 Comprehensive (loss) income $ ( 63.5 ) $ 48.1 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 3 Table of Contents VIAVI SOLUTIONS INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and par value data) (unaudited) October 2, 2021 July 3, 2021 ASSETS Current assets: Cash and cash equivalents $ 915.6 $ 697.8 Short-term investments 1.6 1.6 Restricted cash 4.5 4.3 Accounts receivable, net 243.1 256.5 Inventories, net 102.8 94.9 Prepayments and other current assets 65.0 57.0 Total current assets 1,332.6 1,112.1 Property, plant and equipment, net 203.1 196.0 Goodwill, net 393.9 396.5 Intangibles, net 78.2 88.0 Deferred income taxes 104.7 109.3 Other non-current assets 57.0 59.5 Total assets $ 2,169.5 $ 1,961.4 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 66.9 $ 63.2 Accrued payroll and related expenses 68.3 76.0 Deferred revenue 66.6 69.7 Accrued expenses 33.3 24.8 Short-term debt ( Note11 ) — 456.6 Other current liabilities 57.4 57.1 Total current liabilities 292.5 747.4 Long-term debt 800.7 224.1 Other non-current liabilities 217.7 226.0 Stockholders’ equity: Common stock, $ 0.001 par value; 1 billion shares authorized; 240 million shares at October 2, 2021 and 228 million shares at July 3, 2021, issued and outstanding 0.2 0.2 Additional paid-in capital 70,349.9 70,183.2 Accumulated deficit ( 69,385.6 ) ( 69,322.3 ) Accumulated other comprehensive loss ( 105.9 ) ( 97.2 ) Total stockholders’ equity 858.6 763.9 Total liabilities and stockholders’ equity $ 2,169.5 $ 1,961.4 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 4 Table of Contents VIAVI SOLUTIONS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Three Months Ended October 2, 2021 October 3, 2020 OPERATING ACTIVITIES: Net (loss) income $ ( 54.8 ) $ 19.7 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation expense 8.9 8.8 Amortization of acquired technologies and other intangibles 10.6 16.7 Stock-based compensation 13.6 12.5 Loss on convertible note settlement 85.9 — Amortization of debt issuance costs 0.5 0.5 Other 1.3 0.6 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 10.9 19.7 Inventories ( 10.3 ) ( 3.4 ) Other current and non-currents assets ( 7.4 ) ( 3.2 ) Accounts payable 3.4 ( 8.5 ) Income taxes payable — 2.5 Deferred revenue, current and non-current ( 3.8 ) 4.0 Deferred taxes, net 0.2 ( 1.0 ) Accrued payroll and related expenses ( 9.6 ) ( 1.4 ) Accrued expenses and other current and non-current liabilities 4.0 ( 3.6 ) Net cash provided by operating activities $ 53.4 $ 63.9 INVESTING ACTIVITIES: Capital expenditures $ ( 15.7 ) $ ( 8.0 ) Proceeds from the sale of assets 2.1 0.5 Acquisitions, net of cash hold back ( 1.2 ) — Net cash used in investing activities $ ( 14.8 ) $ ( 7.5 ) FINANCING ACTIVITIES: Proceeds from issuance of 3.75 % senior notes $ 400.0 $ — Payment of debt issuance costs ( 4.9 ) ( 0.1 ) Repurchase and retirement of common stock ( 8.8 ) ( 6.7 ) Withholding tax payment on vesting of restricted stock awards ( 7.2 ) ( 9.3 ) Cash paid to note holders in convertible note settlement ( 196.5 ) — Cash paid to third parties in convertible note settlement ( 3.5 ) — Payment of financing obligations — ( 0.4 ) Proceeds from employee stock purchase plan 3.7 3.5 Proceeds from revolving credit facility 150.0 — Repayment of revolving credit facility ( 150.0 ) — Payment of debt — ( 2.8 ) Net cash provided by (used in) financing activities $ 182.8 $ ( 15.8 ) Effect of exchange rates on cash, cash equivalents and restricted cash $ ( 3.1 ) $ 11.2 Net increase in cash, cash equivalents and restricted cash 218.3 51.8 Cash, cash equivalents and restricted cash at the beginning of the period (1) 708.4 547.4 Cash, cash equivalents and restricted cash at the end of the period (2) $ 926.7 $ 599.2 (1) These amounts include both current and non-current balances of restricted cash totaling $ 10.6 million and $ 8.4 million as of July 3, 2021 and June 27, 2020, respectively. (2) These amounts include both current and non-current balances of restricted cash totaling $ 11.1 million and $ 8.4 million as of October 2, 2021 and October 3, 2020, respectively. The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 5 Table of Contents VIAVI SOLUTIONS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in millions) (unaudited) Three Months Ended October 2, 2021 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at July 3, 2021 228.3 $ 0.2 $ 70,183.2 $ ( 69,322.3 ) $ ( 97.2 ) $ 763.9 Net loss — — — ( 54.8 ) — ( 54.8 ) Other comprehensive loss — — — — ( 8.7 ) ( 8.7 ) Shares issued under employee stock plans, net of tax 1.3 — ( 5.8 ) — — ( 5.8 ) Stock-based compensation — — 13.4 — — 13.4 Repurchase of common stock ( 0.5 ) — — ( 8.5 ) — ( 8.5 ) Convertible note settlement (Note 11) 10.6 — 159.1 — 159.1 Balance at October 2, 2021 239.7 $ 0.2 $ 70,349.9 $ ( 69,385.6 ) $ ( 105.9 ) $ 858.6 Three Months Ended October 3, 2020 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at June 27, 2020 228.3 $ 0.2 $ 70,146.1 $ ( 69,347.2 ) $ ( 165.9 ) $ 633.2 Net income — — — 19.7 — 19.7 Other comprehensive income — — — — 28.4 28.4 Shares issued under employee stock plans, net of tax 1.6 — ( 6.1 ) — — ( 6.1 ) Stock-based compensation — — 12.5 — — 12.5 Repurchase of common stock ( 0.6 ) — — ( 6.7 ) — ( 6.7 ) Balance at October 3, 2020 229.3 $ 0.2 $ 70,152.5 $ ( 69,334.2 ) $ ( 137.5 ) $ 681.0 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 6 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation The financial information for Viavi Solutions Inc. (VIAVI also referred to as the Company) for the three months ended October 2, 2021 and October 3, 2020 is unaudited, and includes all normal and recurring adjustments Company’s management considers necessary for a fair statement of the financial information set forth herein. The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual consolidated financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K, for the year ended July 3, 2021. Other than the adoption of Accounting Standards Update (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (refer to “Note 2. Recently Issued Accounting Pronouncements” for more detail), there have been no material changes to the Company’s accounting policies during the three months ended October 2, 2021 as compared to the significant accounting policies presented in “Note 1. Basis of Presentation” of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report for the year ended July 3, 2021 on Form 10-K, filed with the SEC on August 23, 2021. The Consolidated Balance Sheet as of July 3, 2021 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results for the three months ended October 2, 2021 and October 3, 2020 may not be indicative of results for the fiscal year ending July 2, 2022 or any future periods. Fiscal Years The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to June 30th. The Company’s fiscal 2022 is a 52-week year ending on July 2, 2022. The Company’s fiscal 2021 was a 53-week year ending on July 3, 2021. The Company’s first quarter of fiscal year 2021 was a 14 week quarter compared to the standard 13 week quarters. Principles of Consolidation The consolidated financial statements include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. Use of Estimates The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, the reported amount of net revenues and expenses and the disclosure of commitments and contingencies during the reporting periods. The Company bases estimates on historical experience and assumptions about future periods that are believed to be reasonable based on available information. The Company’s reported financial positions or results of operations may be materially different under changed conditions or when using different estimates and assumptions, particularly with respect to significant accounting policies. If estimates or assumptions differ from actual results, subsequent periods are adjusted to reflect readily available current information. 7 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) A novel strain of coronavirus (COVID-19) first identified in Wuhan, China by the Chinese government in December 2019, and subsequently declared an international pandemic by the World Health Organization (WHO) in March 2020 continues to have a global impact. The worldwide spread of the COVID-19 virus resulted in a global slowdown of economic activity which could continue to impact demand for a broad variety of goods and services, including from the Company’s customers, while also continuing to disrupt sales channels and marketing activities for an unknown period of time until the disease is contained. In late 2020, new and potentially more contagious variants of the virus emerged, along with a surge in cases in several regions across the globe, resulting in renewed shutdown and shelter in place orders. While rollout of several vaccines commenced in December 2020, the pace of the rollout has been slow and the demand for vaccine far outpaces available supply. As economies recover, there are continued supply chain constraints, shortages and delays, along with inflationary pricing pressures. Governmental vaccine mandates could lead to attrition and operational challenges. While, the Company expects that all of this could have a negative impact to its sales and its results of operations, the Company is not aware of any specific event or circumstances that would require an update to the estimates or judgments or a revision of the carrying value of assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information becomes available. Actual results may differ materially from these estimates, assumptions or conditions . Note 2. Recently Issued Accounting Pronouncements Recent Accounting Pronouncements Adopted In August 2018, the FASB issued ASU 2018-14 Defined Benefit Plans (Topic 715-20) - Changes to the Disclosure Requirements for Defined Benefit Plans, to amend the disclosure requirements related to defined benefit pension and other post-retirement plans. The adoption of this guidance did not have an impact on the Company’s Consolidated Financial Statements. In December 2019, the FASB issued guidance which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The Company adopted this guidance in the first quarter of fiscal 2022. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments with characteristics of liability and equity. This new guidance removes separation models for certain convertible debt instruments which will now be accounted for as a single liability measured at amortized cost. In addition, the interest expense recognized for these instruments will typically be closer to the coupon interest rate due to the removal of the separation model’s non-cash discount amortization. ASU 2020-06 is effective for the Company in the first quarter of fiscal 2023, with early adoption permitted for the first quarter of fiscal 2022. Adoption of the new guidance can either be on a modified retrospective or full retrospective method. The Company adopted ASU 2020-06 effective the first quarter of fiscal 2022, on the full retrospective basis. The elimination of the separation model for the convertible debt instruments reclassified the equity components of the Company’s convertible notes previously in Additional paid-in capital to Long-term debt. Consequently, the temporary equity balance for the Senior Convertible Notes as of July 3, 2021 was eliminated. In addition, interest expense was reduced and net income was increased by $ 20.3 million and $ 21.4 million for fiscal years ending June 27, 2020 and July 3, 2021, respectively. The adoption had no impact on total cash provided by (used in) operating, investing or financing activities in the Consolidated Statements of Cash Flows. 8 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the impact of the standard adoption to select line items of the Company’s Consolidated Balance Sheet as of June 27, 2020 and July 3, 2021 ( in millions ): June 27, 2020 As Reported Adjustment As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Long-term debt $ 600.9 $ 78.2 $ 679.1 Additional paid-in capital 70,274.3 ( 128.2 ) 70,146.1 Accumulated deficit $ ( 69,397.2 ) $ 50.0 $ ( 69,347.2 ) July 3, 2021 As Reported Adjustment As Adjusted LIABILITIES AND STOCKHOLDERS’ EQUITY Short-term debt $ 414.2 $ 42.4 $ 456.6 Long-term debt 209.8 14.3 224.1 Mezzanine equity - convertible notes 45.8 ( 45.8 ) — Additional paid-in capital 70,265.5 ( 82.3 ) 70,183.2 Accumulated deficit $ ( 69,393.7 ) $ 71.4 $ ( 69,322.3 ) The following table presents the impact of the standard adoption to select line items of the Company’s Consolidated Statement of Operations for the three months ended October 3, 2020 ( in millions, except per-share data ): Three Months Ended October 3, 2020 As Reported Adjustment As Adjusted Interest Expense $ ( 9.0 ) $ 5.4 $ ( 3.6 ) Net income $ 14.3 $ 5.4 $ 19.7 Net income per share: Basic $ 0.06 $ 0.03 $ 0.09 Diluted $ 0.06 $ 0.02 $ 0.08 Shares used in per-share calculation: Basic 228.8 0.00 228.8 Diluted 231.8 0.00 231.8 Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued guidance which improves accounting for acquired revenue contracts with customers in a business combination. The guidance is effective for the Company in first quarter of fiscal year 2024 and early adoption is permitted. The Company is evaluating the effects that the adoption of this guidance will have on its financial statements. 9 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 3. Earnings Per Share The following table sets forth the computation of basic and diluted net income per share ( in millions, except per share data ): Three Months Ended October 2, 2021 October 3, 2020 Numerator: Net (loss) income $ ( 54.8 ) $ 19.7 Denominator: Weighted-average shares outstanding: Basic 231.1 228.8 Effect of dilutive securities from stock-based compensation plans — 3.0 Diluted 231.1 231.8 Net (loss) income per share: Basic $ ( 0.24 ) $ 0.09 Diluted $ ( 0.24 ) $ 0.08 The following table sets forth the weighted-average potentially dilutive securities excluded from the computation of the diluted net income per share because their effect would have been anti-dilutive ( in millions ): Three Months Ended October 2, 2021 October 3, 2020 (1) (2) Restricted stock units 6.1 1.0 Stock options and ESPP 1.5 — Shares issuable from Senior Convertible Notes 8.3 — Total potentially dilutive securities 15.9 1.0 (1) As the Company incurred a loss from continuing operations in the period, potential securities from employee stock options, Employee Stock Purchase Plan (ESPP), restricted stock units (RSUs), performance stock units (PSUs) and Senior Convertible Notes have been excluded from the dilutive net loss per share computations as their effects were deemed anti-dilutive. (2) The Company’s 1.00 % Senior Convertible Notes due 2024 are not included in the table above. The par amount of convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and then the “in-the money” conversion benefit feature at the conversion price above $ 13.22 per share is payable in cash, shares of the Company’s common stock or a combination of both, at the Company’s election. The Company’s average stock price for the period presented did not exceed the conversion price of $ 13.22 . In addition, the Company’s 1.75 % Senior Convertible Notes due 2023 are not included in the table above. The par amount of convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and then the “in-the money” conversion benefit feature at the conversion price above $ 13.94 per share is payable in cash, shares of the Company’s common stock or a combination of both, at the Company’s election. The Company’s average stock price for the period presented did not exceed the conversion price of $ 13.94 . Refer to “Note 11. Debt” for more details. Note 4. Accumulated Other Comprehensive Loss The Company’s accumulated other comprehensive loss consists of the accumulated net unrealized gains or losses on available-for-sale investments, foreign currency translation adjustments and change in unrealized components of defined benefit obligations. 10 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the three months ended October 2, 2021, the changes in accumulated other comprehensive loss, net of tax, by component were as follows ( in millions ): Unrealized losses on available-for sale investments Foreign currency translation adjustments, net of tax Change in unrealized components of defined benefit obligations (1) Total Beginning balance as of July 3, 2021 $ ( 5.1 ) $ ( 68.1 ) $ ( 24.0 ) $ ( 97.2 ) Other comprehensive loss before reclassification 0.1 ( 9.6 ) — ( 9.5 ) Amounts reclassified out of accumulated other comprehensive loss — — 0.8 0.8 Net current-period other comprehensive loss 0.1 ( 9.6 ) 0.8 ( 8.7 ) Ending balance as of October 2, 2021 $ ( 5.0 ) $ ( 77.7 ) $ ( 23.2 ) $ ( 105.9 ) (1) The amount reclassified out of accumulated other comprehensive loss represents the amortization of actuarial losses included as a component of cost of revenues, research and development (R&D) and selling, general and administrative (SG&A) in the Consolidated Statement of Operations for the three months ended October 2, 2021. There was no tax impact for the three months ended October 2, 2021. Refer to “Note 17. Employee Pension and Other Benefit Plans” for more details on the computation of net periodic cost for pension plans. Note 5. Acquisitions During the three months ended October 2, 2021, the Company acquired all of the equity of one business for approximately $ 1.6 million cash consideration, of which $ 1.2 million was paid with cash on hand and $ 0.4 M remains in current liabilities. The acquisition was accounted for as an asset purchase under the authoritative guidance. The developed technology will be amortized over its estimated useful life of 5 years. Prior Year Acquisitions 3Z Telecom, Inc. Acquisition On May 31, 2019 (3Z Close Date), the Company acquired all of the equity of 3Z Telecom, Inc. (3Z) for approximately $ 23.2 million in cash and contingent consideration (earn-out) liability of up to $ 7.0 million in cash based on the achievement of certain net revenue targets over approximately a two year period subsequent to the 3Z Close Date. The acquisition of 3Z expands the Company’s Field Instrument offerings. RPC Photonics, Inc. Acquisition On October 30, 2018 (RPC Close Date), the Company acquired all of the equity interest of RPC Photonics, Inc. (RPC) for approximately $ 33.4 million in cash and an additional earn-out of up to $ 53.0 million in cash to be paid based on the achievement of certain gross profit targets over approximately a four year period, subsequent to the RPC Close Date. The acquisition of RPC expands the Company’s 3D Sensing offerings. Other Acquisition During the twelve months ended June 27, 2020, the Company completed a business acquisition for total consideration of approximately $ 5.2 million in cash paid at close and an earn-out liability of up to $ 5.5 million in cash to be paid based on the occurrence or achievement of certain agreed upon targets. In connection with this acquisition, the Company recorded approximately $ 6.2 million of developed technology and customer relationships and $ 1.4 million of deferred tax liability resulting from the acquisitions. The acquired developed technology and customer relationship assets are being amortized over their estimated useful lives of six years . 11 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table provides a reconciliation of changes in the fair value of the Company’s earn-out liabilities associated with Company’s acquisitions for the three months ended October 2, 2021 and October 3, 2020 ( in millions ): Three Months Ended October 2, 2021 October 3, 2020 Beginning period balance $ 4.0 $ 9.9 Fair value adjustment of earn-out liabilities 0.3 — Ending period balance $ 4.3 $ 9.9 No payments were made in connection with the Company’s earn-out liabilities during the three months ended October 2, 2021 and October 3, 2020. Note 6. Balance Sheet and Other Details Contract Balances Gross receivables include both billed and unbilled receivables (Unbilled Receivables and Contract Assets). As of October 2, 2021, and July 3, 2021, the Company had total unbilled receivables of $ 6.5 million and $ 6.2 million, respectively. The Company also has short-term and long-term deferred revenues related to undelivered hardware and professional services, consisting of installations and consulting engagements, which are recognized as the Company's performance obligations under the contract are completed and accepted by the customer. The following tables summarize the activity related to deferred revenue ( in millions ): October 2, 2021 Three months ended Deferred revenue: Balance at beginning of period $ 89.5 Revenue deferrals for new contracts (1) 27.0 Revenue recognized during the period (2) ( 31.4 ) Balance at end of period (3) $ 85.1 Short-term deferred revenue $ 66.6 Long-term deferred revenue $ 18.5 (1) Included in these amounts is the impact from foreign currency exchange rate fluctuations. (2) Revenue recognized during the period represents releases from the balance at the beginning of the period as well as releases from the current period deferrals. (3) The long-term portion of deferred revenue is included as a component of other non-current liabilities, on the Consolidated Balance Sheets. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, adjustments for revenue that have not materialized, and adjustments for currency. The value of the transaction price allocated to remaining performance obligations as of October 2, 2021, was $ 250.3 million. The Company expects to recognize approximately 92 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter. 12 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounts receivable allowance - Credit losses The following table presents the activities and balances for allowance for credit losses ( in millions ): July 3, 2021 Charged to Costs and Expenses Deductions (1) October 2, 2021 Allowance for credit losses $ 2.0 $ 0.2 $ ( 0.2 ) $ 2.0 (1) Represents the effect of currency translation adjustments and write-offs of uncollectible accounts, net of recoveries. Inventories, net The following table presents the components of inventories, net ( in millions ): October 2, 2021 July 3, 2021 Finished goods $ 40.9 $ 41.0 Work in process 15.3 16.6 Raw materials 46.6 37.3 Inventories, net $ 102.8 $ 94.9 Prepayments and other current assets The following table presents the components of prepayments and other current assets ( in millions ): October 2, 2021 July 3, 2021 Prepayments $ 13.1 $ 13.4 Asset held for sale 6.5 6.5 Advances to contract manufacturers 13.0 10.1 Refundable income taxes 7.4 5.9 Transaction tax receivables 17.9 13.2 Other current assets 7.1 7.9 Prepayments and other current assets $ 65.0 $ 57.0 Other current liabilities The following table presents the components of other current liabilities ( in millions ): October 2, 2021 July 3, 2021 Customer prepayments $ 0.8 $ 0.4 Restructuring accrual 0.2 0.5 Income tax payable 22.5 22.6 Warranty accrual, current 4.5 4.3 Transaction tax payable 4.8 4.9 Operating lease liabilities (Note 12) 10.4 11.6 Other 14.2 12.8 Other current liabilities $ 57.4 $ 57.1 13 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Other non-current liabilities The following table presents components of other non-current liabilities ( in millions ): October 2, 2021 July 3, 2021 Pension and post-employment benefits $ 94.5 $ 97.0 Financing obligation 16.5 16.1 Deferred tax liability 21.8 24.3 Long-term deferred revenue 18.5 19.8 Warranty accrual, non-current 5.8 5.4 Operating lease liabilities (Note 12) 28.4 30.8 Uncertain tax position 18.4 18.3 Other 13.8 14.3 Other non-current liabilities $ 217.7 $ 226.0 Note 7. Investments and Forward Contracts Short-Term Investments As of October 2, 2021 the Company’s short-term investments of $ 1.6 million were comprised primarily of trading securities related to the deferred compensation plan, of which $ 0.3 million was invested in debt securities, $ 0.3 million was invested in money market instruments and $ 1.0 million was invested in equity securities. Trading securities are reported at fair value, with the unrealized gains or losses resulting from changes in fair value recognized in the Company’s Consolidated Statements of Operations as a component of Interest income and other income, net. As of July 3, 2021, the Company’s short-term investments of $ 1.6 million were comprised primarily of trading securities related to the deferred compensation plan, of which $ 0.3 million was invested in debt securities, $ 0.3 million was invested in money market instruments and $ 1.0 million was invested in equity securities. Trading securities are reported at fair value, with the unrealized gains or losses resulting from changes in fair value recognized in the Company’s Consolidated Statements of Operations as a component of Interest income and other income, net. Non-Designated Foreign Currency Forward Contracts The Company has foreign subsidiaries that operate and sell the Company’s products in various markets around the world. As a result, the Company is exposed to foreign exchange risks. The Company utilizes foreign exchange forward contracts to manage foreign currency risk associated with foreign currency denominated monetary assets and liabilities, primarily certain short-term intercompany receivables and payables, and to reduce the volatility of earnings and cash flows related to foreign-currency transactions. The Company does not use these foreign currency forward contracts for trading purposes. As of October 2, 2021, the Company had forward contracts that were effectively closed but not settled with the counterparties by quarter end. Therefore, the fair value of these contracts of $ 1.1 million and $ 2.9 million is reflected as prepayments and other current assets and other current liabilities, respectively. As of July 3, 2021, the fair value of these contracts of $ 2.6 million and $ 1.4 million is reflected as prepayments and other current assets and other current liabilities, respectively. The forward contracts outstanding and not effectively closed, with a term of less than 120 days, were transacted near quarter end; therefore, the fair value of the contracts is not significant. As of October 2, 2021 and July 3, 2021, the notional amounts of the forward contracts the Company held to purchase foreign currencies were $ 158.5 million and $ 114.0 million, respectively, and the notional amounts of forward contracts the Company held to sell foreign currencies were $ 20.8 million and $ 27.8 million, respectively. 14 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The change in the fair value of these foreign currency forward contracts is recorded as gain or loss in the Company’s Consolidated Statements of Operations as a component of Interest income and other income, net. The cash flows related to the settlement of foreign currency forward contracts are classified as operating activities. The foreign exchange forward contracts incurred a loss of $ 1.8 million for the three months ended October 2, 2021 and a gain of $ 6.5 million for the three months ended October 3, 2020. Note 8. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are, inputs which market participants would use in valuing an asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs which reflect the assumptions market participants would use in valuing an asset or liability. The three levels of inputs that may be used to measure fair value are as follows: • Level 1: includes financial instruments for which quoted market prices for identical instruments are available in active markets. Level 1 assets of the Company include money market funds, U.S. Treasury securities and marketable equity securities as they are traded with sufficient volume and frequency of transactions. • Level 2: includes financial instruments for which the valuations are based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 2 instruments of the Company generally include certain U.S. and foreign government and agency securities, commercial paper, corporate and municipal bonds and notes, asset-backed securities, certificates of deposit, foreign currency forward contracts and long-term debt. To estimate their fair value, the Company utilizes pricing models based on market data. The significant inputs for the valuation model usually include benchmark yields, reported trades, broker and dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, and industry and economic events. • Level 3: includes financial instruments for which fair value is derived from valuation-based inputs, that are unobservable and significant to the overall fair value measurement. As of October 2, 2021 and July 3, 2021, the Company did not hold any Level 3 investment securities. The Company’s Level 3 liabilities as of October 2, 2021 and July 3, 2021, consist of contingent purchase consideration. The Company has aggregate contingent liabilities related to its business and asset acquisitions completed during fiscal 2020 and 2019. The fair value of earn-out liabilities was determined using a Monte Carlo Simulation that includes significant unobservable inputs such as the risk-adjusted discount rate, gross profit volatility, and projected financial forecast of acquired business over the earn-out period. The fair value of contingent consideration liabilities is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement, with the change in fair value recognized in the Selling, General and Administrative expense of the Consolidated Statements of Operations. 15 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fair Value Measurements The Company’s assets and liabilities measured at fair value for the periods presented are as follows ( in millions ): October 2, 2021 July 3, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Debt available-for-sale securities: 40 Asset-backed securities $ 0.5 $ — $ 0.5 $ — $ 0.4 $ — $ 0.4 $ — Total debt available-for-sale securities 0.5 — 0.5 — 0.4 — 0.4 — Money market funds 635.2 635.2 — — 408.9 408.9 — — Trading securities 1.6 1.6 — — 1.6 1.6 — — Foreign currency forward contracts (1) 1.1 — 1.1 — 2.6 — 2.6 — Total assets (2) $ 638.4 $ 636.8 $ 1.6 $ — $ 413.5 $ 410.5 $ 3.0 $ — Liability: Foreign currency forward contracts (3) $ 2.9 $ — $ 2.9 $ — $ 1.4 $ — $ 1.4 $ — Contingent consideration (4) 4.3 — — 4.3 4.0 — — 4.0 Total liabilities $ 7.2 $ — $ 2.9 $ 4.3 $ 5.4 $ — $ 1.4 $ 4.0 (1) $ 1.1 million and $ 2.6 million in prepayments and other current assets on the Company’s Consolidated Balance Sheets as of October 2, 2021 and July 3, 2021, respectively. (2) Includes as of October 2, 2021, $ 626.7 million in cash and cash equivalents, $ 1.6 million in short-term investments, $ 3.0 million in restricted cash, $ 1.1 million in prepayments and other current assets and $ 6.0 million in other non-current assets on the Company’s Consolidated Balance Sheets. Includes as of July 3, 2021, $ 401.0 million in cash and cash equivalents, $ 1.6 million in short-term investments, $ 2.7 million in restricted cash, $ 2.6 million in prepayments and other current assets, and $ 5.6 million in other non-current assets on the Company’s Consolidated Balance Sheets. (3) $ 2.9 million and $ 1.4 million in other current liabilities on the Company’s Consolidated Balance Sheets as of October 2, 2021 and July 3, 2021, respectively. (4) Includes $ 4.3 million and $ 4.0 million in other current liabilities as of October 2, 2021 and July 3, 2021, respectively. Other Fair Value Measures Fair Value of Long-term Debt: If measured at fair value in the Consolidated Balance Sheets, the Company’s 1.75 % Senior Convertible Notes (2023 Notes) and 1.00 % Senior Convertible Notes (2024 Notes) would be classified in Level 2 of the fair value hierarchy as they are not actively traded in the markets. As of October 2, 2021 and July 3, 2021, the fair value of the 2023 Notes was approximately $ 165.3 million and $ 300.7 million, respectively and the fair value of the 2024 Notes was approximately $ 368.4 million and $ 646.9 million, respectively. See “Note 11. Debt”, for further discussion of the Company’s long-term debt. 16 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 9. Goodwill The following table presents changes in goodwill allocated to the Company’s reportable segments (in millions) : Network Enablement Service Enablement Optical Security and Performance Products Total Balance as of July 3, 2021 $ 349.7 $ 4.6 $ 42.2 $ 396.5 Currency translation adjustments ( 2.5 ) ( 0.1 ) — ( 2.6 ) Balance as of October 2, 2021 $ 347.2 $ 4.5 $ 42.2 $ 393.9 The Company tests goodwill for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate that the asset may be impaired. In the fourth quarter of fiscal 2021, the Company reviewed goodwill under the qualitative assessment of the authoritative guidance and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount and that no indication of impairment existed. There were no events or changes in circumstances which triggered an impairment review during the three months ended October 2, 2021. Note 10. Acquired Developed Technology and Other Intangibles The following tables present details of the Company’s acquired developed technology, customer relationships and other intangibles ( in millions ): As of October 2, 2021 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 423.4 $ ( 363.5 ) $ 59.9 Customer relationships 194.5 ( 181.0 ) 13.5 Other (1) 37.5 ( 32.7 ) 4.8 Total intangibles $ 655.4 $ ( 577.2 ) $ 78.2 As of July 3, 2021 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 423.8 $ ( 356.9 ) $ 66.9 Customer relationships 195.4 ( 180.8 ) 14.6 Other (1) 37.9 ( 31.4 ) 6.5 Total intangibles $ 657.1 $ ( 569.1 ) $ 88.0 (1) Other intangibles consist of customer backlog, non-competition agreements, patents, proprietary know-how and trade secrets, trademarks and trade names. 17 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the amortization recorded relating to acquired developed technology, customer relationships and other intangibles ( in millions ): Three Months Ended October 2, 2021 October 3, 2020 Cost of revenues $ 7.9 $ 8.2 Operating expenses 2.7 8.5 Total amortization of intangible assets $ 10.6 $ 16.7 Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of October 2, 2021, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ): Fiscal Years Remainder of 2022 $ 29.0 2023 25.6 2024 10.5 2025 7.0 2026 3.4 Thereafter 2.7 Total amortization $ 78.2 The acquired developed technology, customer relationships and other intangibles balance are adjusted quarterly to record the effect of currency translation adjustments. Note 11. Debt In the first quarter of fiscal 2022 the Company adopted ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, on a full retrospective basis. The impact of the newly adopted guidance eliminates the equity component of the Company’s Senior Convertible Notes. Refer to “Note 2. Recently Issued Accounting Pronouncements” for more details. As of October 2, 2021 and July 3, 2021, the Company’s debt on the Consolidated Balance Sheets represented the carrying amount of the Senior Convertible and Senior Notes, net of unamortized issuance costs. The following table presents the carrying amounts of the Company’s debt ( in millions ): October 2, 2021 July 3, 2021 Principal amount of 1.00 % Senior Convertible Notes due 2024, short-term $ — $ 460.0 Unamortized Senior Convertible Notes debt issuance cost, short-term — ( 3.4 ) Short-term debt $ — $ 456.6 Principal amount of 3.75 % Senior Notes, long-term $ 400.0 $ — Unamortized 3.75 % Senior Notes debt issuance cost, long-term ( 7.0 ) — Principal amount of 1.75 % Senior Convertible Notes, long-term 131.2 225.0 Principal amount of 1.00 % Senior Convertible Notes, long-term 278.8 — Unamortized Senior Convertible Notes debt issuance cost, long-term ( 2.3 ) ( 0.9 ) Long-term debt $ 800.7 $ 224.1 The Company was in compliance with all debt covenants as of October 2, 2021 and July 3, 2021. 18 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3.75 % Senior Notes (2029 Notes) On September 29, 2021, the Company issued $ 400.0 million aggregate principal amount of 3.75 % Senior Notes due 2029 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Proceeds of the 2029 Notes amounted to $ 393.0 million after issuance costs. The 2029 Notes are an unsecured obligation of the Company and bear annual interest of 3.75 %, payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2022. The 2029 Notes mature on October 1, 2029 unless earlier redeemed or repurchased. Revolving Credit Facility On May 5, 2020, the Company entered into a credit agreement (the Credit Agreement) with Wells Fargo Bank, National Association (Wells Fargo) as administrative agent, and other lender related parties. The Credit Agreement provides for a $ 300 million senior secured revolving credit facility, which matures on March 1, 2023. The Credit Agreement also provides that, under certain circumstances, the Company may incur term loans or increase the aggregate principal amount of revolving commitments by an aggregate amount of up to $ 200 million plus additional amounts so long as the Company’s secured net leverage ratio, determined on a pro forma basis does not exceed 1.50 :1.00. The proceeds from the credit facility established under the Credit Agreement have been used for working capital and other general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the Company’s assets. Amounts outstanding under the Credit Agreement accrue interest at a rate equal to either, at the Company’s election, LIBOR plus a margin of 1.75 % to 2.50 % per annum, or a specified base rate plus a margin of 0.75 % to 1.50 %, in each case, depending on the Company’s consolidated secured leverage ratio. The Company is required to pay a commitment fee on the unutilized portion of the facility which ranges between 0.30 % and 0.40 % per annum depending on the Company’s consolidated secured leverage ratio. The Company borrowed $ 150 million and repaid $ 150 million under the Credit Agreement during the three months ended October 2, 2021. As of October 2, 2021 and July 3, 2021, the Company had no amounts outstanding under the Credit Agreement. 1.75 % Senior Convertible Notes (2023 Notes) On May 29, 2018, the Company issued $ 225.0 million aggregate principal amount of 1.75 % Senior Convertible Notes due 2023 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued $ 155.5 million aggregate principal of the 2023 Notes to certain holders of the 2033 Notes in exchange for $ 151.5 million principal of the 2033 Notes (the Exchange Transaction) and issued and sold $ 69.5 million aggregate principal amount of the 2023 Notes in a private placement to accredited institutional buyers (the Private Placement). As of October 2, 2021, the expected remaining term of the 2023 Notes is 1.7 years. The proceeds from the 2023 Notes Private Placement amounted to $ 67.3 million after issuance costs. The 2023 Notes are an unsecured obligation of the Company and bear interest at an annual rate of 1.75 % payable in cash semi-annually in arrears on June 1st and December 1st of each year, beginning December 1, 2018. The 2023 Notes mature on June 1, 2023 unless earlier converted, redeemed or repurchased. 1.00 % Senior Convertible Notes (2024 Notes) On March 3, 2017, the Company issued $ 400.0 million aggregate principal amount of 1.00 % Senior Convertible Notes due 2024 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On March 22, 2017, the Company issued an additional $ 60.0 million upon exercise of the over-allotment option of the initial purchasers. The total proceeds from the 2024 Notes amounted to $ 451.1 million after issuance costs. The 2024 Notes are an unsecured obligation of the Company and bear interest at an annual rate of 1.00 % payable in cash semi-annually in arrears on March 1 and September 1 of each year. The 2024 Notes mature on March 1, 2024 unless earlier converted or repurchased. As of October 2, 2021, the expected remaining term of the 2024 Notes is 2.4 years. 19 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During the fourth quarter of fiscal 2021, the closing price of the Company’s common stock exceeded 130 % of the applicable conversion price of the 2024 Notes on at least 20 of the last 30 consecutive trading days of the calendar quarter, causing the 2024 Notes to be convertible by the holders for the period of July 1, 2021 to September 30, 2021. As a result, $ 456.6 million carrying value of the notes was reclassified to short-term debt as of July 3, 2021. In the first quarter of fiscal 2022 the closing price of the Company’s stock did not exceed 130 % of the applicable conversion price of the 2024 Notes for at least 20 of the last 30 consecutive trading days of the calendar quarter. As such, the conversion window was closed as of October 1, 2021. The carrying value of the 2024 Notes was reclassified to long-term debt as of October 2, 2021. The Company received four requests for conversion when the conversion was opened during the first quarter of fiscal 2022. The amount requested for conversion is trivial and is not presented as short-term debt in our Consolidated Balance Sheet as of October 2, 2021. Senior Convertible Notes Settlement On September 2, 2021, the Company entered into separate privately-negotiated agreements with certain holders of its 1.75 % Senior Convertible Notes due 2023 and 1.00 % Senior Convertible Notes due 2024. The Company settled $ 93.8 million principal amount of the 2023 Notes and $ 181.2 million principal amount of the 2024 Notes in exchange for an aggregate of 10.6 million shares of its common stock, par value $ 0.001 per share, and $ 196.5 million in cash. The Company recorded a loss of $ 85.9 million in connection with the settlement transaction, which included a loss on induced conversion of $ 9.5 million, a loss on debt extinguishment of $ 72.7 million and third-party fees of $ 3.7 million. The $ 85.9 million loss is presented as Loss on convertible note settlement in the Company’s Consolidated Statements of Operations. After the transaction, the outstanding aggregate principal amount of the 2023 Notes and 2024 Notes was $ 131.2 million and $ 278.8 million, respectively, in each case, with terms unchanged. Interest Expense The following table presents the interest expense for contractual interest and amortization of debt issuance costs ( in millions ): Three Months Ended October 2, 2021 October 3, 2020 Interest expense-contractual interest $ 2.3 $ 2.1 Amortization of debt issuance cost 0.5 0.5 As discussed in “Note 2. Recent Accounting Pronouncements”, upon adoption of ASU 2020-06 the non-cash discount amortization for the 2023 and 2024 Notes is eliminated. As a result, the interest expense recognized for these instruments will typically be closer to the coupon interest rate. Note 12. Leases The Company is a lessee in several operating leases, primarily real estate facilities for office space. The Company's lease arrangements are composed of operating leases with various expiration dates through March 31, 2042. The Company's leases do not contain any material residual value guarantees. For the three months ended October 2, 2021 and October 3, 2020, the total operating lease costs were $ 3.5 million and $ 3.4 million, respectively. Total variable lease costs were immaterial during the three months ended October 2, 2021 and October 3, 2020. The total operating costs were included in cost of revenues, research and development, and selling, general and administrative in the Company’s Consolidated Statements of Operations. As of October 2, 2021, the weighted-average remaining lease term was 7.7 years, and the weighted-average discount rate was 4.7 %. 20 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the three months ended October 2, 2021 and October 3, 2020, cash paid for amounts included in the measurement of operating lease liabilities were $ 5.2 million and $ 4.4 million, respectively; and operating ROU assets obtained in exchange of new operating lease liabilities were $ 0.1 million and $ 1.6 million, respectively. The balance sheet information related to the Company’s operating leases is as follows ( in millions ): October 2, 2021 Other non-current assets $ 41.9 Total operating ROU assets $ 41.9 Other current liabilities $ 10.4 Other non-current liabilities 28.4 Total operating lease liabilities $ 38.8 Future minimum operating lease payments as of October 2, 2021 are as follows ( in millions ): Fiscal Years Operating Leases Remainder of 2022 $ 7.8 2023 9.4 2024 6.9 2025 4.9 2026 3.7 Thereafter 13.5 Total lease payments 46.2 Less: Interest ( 7.4 ) Present value of lease liabilities $ 38.8 Future minimum operating lease payments as of July 3, 2021, were as follows ( in millions ): Fiscal Years Operating Leases 2022 $ 11.7 2023 9.4 2024 6.8 2025 4.9 2026 3.8 Thereafter 13.7 Total lease payments 50.3 Less: Interest ( 7.9 ) Present value of lease liabilities $ 42.4 21 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 13. Restructuring and Related Charges The Company restructuring events are primarily intended to reduce costs, consolidate operations, integrate various acquisitions, streamline product manufacturing and address market conditions. During the three months ended October 2, 2021, the Company recorded no restructuring related charges or benefits. During the three months ended October 3, 2020, the Company recorded restructuring related benefits of $ 0.6 million. A summary of the activity in the remaining restructuring plan is outlined below (in millions): Fiscal 2019 NSE, Including AW Plan Beginning of period balance, July 3, 2021 (1) $ 0.5 Cash settlements ( 0.3 ) End of period balance, October 2, 2021 (1) $ 0.2 (1) Included in other current liabilities on the Consolidated Balance Sheets as of October 2, 2021 and July 3, 2021, respectively. Note 14. Income Taxes The Company recorded an income tax expense of $ 13.6 million and $ 8.6 million for the three months ended October 2, 2021 and October 3, 2020, respectively. The income tax provision for the three months ended October 2, 2021 and October 3, 2020 primarily relates to income tax in certain foreign and state jurisdictions based on the Company’s forecasted pre-tax income or loss for the respective fiscal year. The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to the Company’s income from continuing operations before taxes primarily due to the changes in valuation allowance for deferred tax assets attributable to the Company’s domestic and foreign income from continuing operations. As of October 2, 2021, and July 3, 2021, the Company’s unrecognized tax benefits totaled $ 59.2 million and $ 59.1 million, respectively, and are included in deferred taxes and other non-current tax liabilities, net. The Company had $ 4.1 million accrued for the payment of interest and penalties as of October 2, 2021. The timing and resolution of income tax examinations is uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities may differ from the amounts accrued for each year. Although the Company does not expect that our balance of gross unrecognized tax benefits will change materially in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, the Company is unable to estimate the full range of possible adjustments to this balance. Note 15. Stockholders' Equity Repurchase of Common Stock In September 2019, the Board of Directors authorized a stock repurchase program (“2019 Repurchase Plan”) of up to $ 200 million of the Company’s common stock through open market or private transactions before September 30, 2021. On August 18, 2021, the Board of Directors approved to extend the 2019 Repurchase Plan until September 30, 2022.Under the 2019 Repurchase Plan, the Company may repurchase its common stock from time to time at the discretion of the Company’s management. During the three months ended October 2, 2021, the Company repurchased 0.5 million shares of its common stock for $ 8.5 million. As of October 2, 2021, the Company had remaining authorization of $ 104.5 million for future share repurchases under the 2019 Repurchase Plan. The number of shares to be repurchased and the timing of such repurchases will be based on several factors, including business and financial market conditions. 22 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In September 2021 the Board of Directors authorized a new stock repurchase plan (“2021 Repurchase Plan”) of up to $ 190 million. The 2021 Repurchase plan is separate from the 2019 Repurchase Plan and is anticipated to result in the repurchase of the Company’s common stock issued in connection with the exchange transaction with certain holders of its Senior Convertible Notes (Refer to “Note 11. Debt” for more details). The Company did not repurchase any shares of its common stock under the 2021 Repurchase Plan during the three months ended October 2, 2021. Note 16. Stock-Based Compensation The Company's stock-based compensation includes a combination of time-based restricted stock awards and performance-based awards. Restricted stock awards are granted without an exercise price and are converted to shares immediately upon vesting. When converted into shares upon vesting, shares equivalent in value to the minimum withholding taxes liability on the vested shares are withheld by the Company for the payment of such taxes. The Company generally estimates the fair value of stock-based awards based on the closing market price of the Company’s common stock. In the case of performance-based awards that include a market condition, the Company will estimate the fair value of the award using a combination of the closing market price of the Company’s common stock on the grant date and the Monte Carlo simulation model. For performance-based awards, shares attained over target upon vesting are reflected as awards granted during the period. Time-based restricted stock awards will generally vest in annual or quarterly installments over a period of three to four years subject to the employees’ continuing service to the Company. The Company's performance-based awards may include performance conditions, market conditions, time-based service conditions or a combination thereof and are generally expected to vest over one to four years . In addition, the actual number of shares awarded upon vesting of performance-based grants may vary from the target shares depending upon the achievement of the relevant performance or market based conditions. During the three months ended October 2, 2021 and October 3, 2020, the Company granted $ 2.0 million and $ 2.5 million time-based restricted stock awards, respectively. The aggregate grant-date fair value of time-based restricted stock awards granted during the three months ended October 2, 2021 and October 3, 2020 were estimated to be $ 33.1 million and $ 33.5 million, respectively. Time-based restricted stock awards granted to eligible employees generally vest in annual or quarterly installments over a period of four years , are subject to the employees’ continuing service to the Company and do not have an expiration date. During the three months ended October 2, 2021 and October 3, 2020, the Company granted $ 0.4 million and $ 0.6 million, performance-based awards, respectively. In addition, during the three months ended October 3, 2020, the Company granted an additional 0.1 million shares due to performance-based shares attained over target. There were no performance-based shares attained over target during the three months ended October 2, 2021. The aggregate grant-date fair value of performance-based awards granted during the three months ended October 2, 2021 and October 3, 2020 were estimated to be $ 7.9 million and $ 8.9 million, respectively. The majority of performance-based awards vest in equal annual installments over four years based on the attainment of certain performance measures and the employee’s continued service through the vest date. Performance-based awards with market conditions were valued using a Monte Carlo simulation. As of October 2, 2021, $ 90.9 million of unrecognized stock-based compensation costs, remain to be amortized. 23 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The impact on the Company’s results of operations of recording stock-based compensation by function for the three months ended October 2, 2021 and October 3, 2020, as follows (in millions): Three Months Ended October 2, 2021 October 3, 2020 Cost of revenues $ 1.6 $ 1.2 Research and development 2.2 2.2 Selling, general and administrative 9.8 9.1 Total stock-based compensation expense $ 13.6 $ 12.5 Approximately $ 1.3 million and $ 1.2 million of stock-based compensation was capitalized to inventory as of October 2, 2021 and October 3, 2020, respectively. Note 17. Employee Pension and Other Benefit Plans The Company sponsors significant qualified and non-qualified pension plans for certain past and present employees in the United Kingdom (U.K.) and Germany. The Company also is responsible for the non-pension post-retirement benefit obligation assumed from a past acquisition. Most of the plans have been closed to new participants and no additional service costs are being accrued, except for certain plans in Germany assumed in connection with an acquisition in fiscal 2010. Benefits are generally based upon years of service and compensation or stated amounts for each year of service. As of October 2, 2021, the U.K. plan was partially funded while the other plans were unfunded. The Company’s policy for funded plans is to make contributions equal to or greater than the requirements prescribed by law or regulation. For unfunded plans, the Company pays the post-retirement benefits when due. During the three months ended October 2, 2021, the Company contributed $ 0.3 million to the U.K. plan and $ 1.0 million to the other plans. The funded plan assets consist primarily of managed investments. The following table presents the components of net periodic cost for the pension and benefits plans ( in millions ): Three Months Ended October 2, 2021 October 3, 2020 Service cost $ 0.1 $ 0.1 Interest cost 0.4 0.3 Expected return on plan assets ( 0.5 ) ( 0.4 ) Amortization of net actuarial losses 0.8 0.8 Net periodic benefit cost $ 0.8 $ 0.8 Both the calculation of the projected benefit obligation and net periodic cost are based upon actuarial valuations. These valuations use participant-specific information such as salary, age, years of service, and assumptions about interest rates, compensation increases and other factors. At a minimum, the Company evaluates these assumptions annually and makes changes as necessary. The Company expects to incur cash outlays of approximately $ 8.8 million related to its defined benefit pension plans during fiscal 2022 to make current benefit payments and fund future obligations. As of October 2, 2021, approximately $ 1.3 million had been incurred. These payments have been estimated based on the same assumptions used to measure the Company’s projected benefit obligation at July 3, 2021. 24 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 18. Commitments and Contingencies Legal Proceedings In June 2016, the Company received a court decision regarding the validity of an amendment to a pension deed of trust related to one of its foreign subsidiaries which the Company contends contained an error requiring the Company to increase the pension plan’s benefit. The Company had subsequently further amended the deed to rectify the error. The court ruled that the amendment increasing the pension plan benefit was valid until the subsequent amendment. The Company estimated the liability to range from (amounts represented as £ denote GBP) £ 5.7 million to £ 8.4 million. The Company determined the likelihood of loss to be probable and accrued £ 5.7 million as of July 2, 2016 in accordance with authoritative guidance on contingencies. The accrual is included in pension and post-employment benefits, which is a component of other non-current liabilities in the Company’s Consolidated Balance Sheets. The Company pursued an appeal of the court decision. In March 2018, the appellate court affirmed the decision of the lower court. The Company is pursuing a deed of rectification claim and continues to pursue a claim against the U.K. law firm responsible for the error. As of October 2, 2021, the related accrued pension liability was £ 7.0 million or $ 9.5 million. The Company is subject to a variety of claims and suits that arise from time to time in the ordinary course of its business. While management currently believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact on its financial position, results of operations or statement of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. Were an unfavorable final outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable. Guarantees Outstanding Letters of Credit, Performance Bonds and Other Claims As of October 2, 2021, the Company had standby letters of credit of $ 8.5 million, performance bonds and other claims of $ 2.6 million collateralized by restricted cash. Product Warranties The following table presents the changes in the Company’s warranty reserve during the three months ended October 2, 2021 and October 3, 2020, ( in millions ): Three Months Ended October 2, 2021 October 3, 2020 Balance as of beginning of period $ 9.7 $ 9.4 Provision for warranty 1.4 0.4 Utilization of reserve ( 0.5 ) ( 0.2 ) Adjustments to pre-existing warranties (includes changes in estimates) ( 0.3 ) — Balance as of end of period $ 10.3 $ 9.6 Note 19. Operating Segments and Geographic Information The Company evaluates its reportable segments in accordance with the authoritative guidance on segment reporting. The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (CODM). The Company's reportable segments reflect the way the Company's CODM reviews and assesses performance of the business. 25 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company’s reportable segments are: (i) Network Enablement (NE): NE provides testing solutions that access the network to perform build-out and maintenance tasks. These solutions include instruments, software and services to design, build, activate, certify, troubleshoot and optimize networks. The Company also offers a range of product support and professional services such as repair, calibration, software support and technical assistance for its products. NE’s avionics products provide test and measuring solutions for aviation, aerospace, government, defense, communications and public safety. (ii) Service Enablement (SE): SE solutions are embedded systems that yield network, service and application performance data. These solutions—including instruments, microprobes and software—monitor, collect and analyze network data to reveal the actual customer experience and to identify opportunities for new revenue streams and network optimization. (iii) Optical Security and Performance Products (OSP): OSP provides innovative, precision, high performance optical products for anti-counterfeiting, consumer and industrial, government, automotive, industrial and other electronic markets. Segment Reporting The CODM manages the Company in two broad business categories: NSE and OSP. The CODM evaluates segment performance of the NSE business based on the combined segment gross and operating margins. Operating expenses associated with the NSE business are not allocated to the individual segments within NSE, as they are managed centrally at the business unit level. The CODM evaluates segment performance of the OSP business based on segment operating margin. The Company allocates corporate-level operating expenses to its segment results, except for certain non-core operating and non-operating activities as discussed below. The Company does not allocate stock-based compensation, acquisition-related charges, amortization of intangibles, restructuring and related benefits, impairment of goodwill, changes in fair value of contingent consideration liabilities, or other charges unrelated to core operating performance to its segments because management does not include this information in its measurement of the performance of the operating segments. These items are presented as “Other Items” in the table below. Additionally, the Company does not specifically identify and allocate all assets by operating segment. The following tables present information on the Company’s reportable segments for the three months ended October 2, 2021 and October 3, 2020 ( in millions ): Three Months Ended October 2, 2021 Network and Service Enablement Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items Consolidated GAAP Measures Product revenue $ 179.6 $ 10.9 $ 190.5 $ 98.6 $ — $ 289.1 Service revenue 25.3 12.1 37.4 0.3 — 37.7 Net revenue $ 204.9 $ 23.0 $ 227.9 $ 98.9 $ — $ 326.8 Gross profit $ 132.7 $ 14.7 $ 147.4 $ 57.1 $ ( 9.5 ) $ 195.0 Gross margin 64.8 % 63.9 % 64.7 % 57.7 % 59.7 % Operating income $ 30.7 $ 43.6 $ ( 27.4 ) $ 46.9 Operating margin 13.5 % 44.1 % 14.4 % 26 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three Months Ended October 3, 2020 Network and Service Enablement Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items Consolidated GAAP Measures Product revenue $ 139.2 $ 7.7 $ 146.9 $ 101.0 $ — $ 247.9 Service revenue 22.9 13.7 36.6 0.2 — 36.8 Net revenue $ 162.1 $ 21.4 $ 183.5 $ 101.2 $ — $ 284.7 Gross profit $ 103.5 $ 14.3 $ 117.8 $ 61.0 $ ( 9.4 ) $ 169.4 Gross margin 63.8 % 66.8 % 64.2 % 60.3 % 59.5 % Operating income $ 13.3 $ 47.3 $ ( 29.3 ) $ 31.3 Operating margin 7.2 % 46.7 % 11.0 % Three Months Ended October 2, 2021 October 3, 2020 Corporate reconciling items impacting gross profit: Total segment gross profit $ 204.5 $ 178.8 Stock-based compensation ( 1.6 ) ( 1.2 ) Amortization of intangibles ( 7.9 ) ( 8.2 ) GAAP gross profit $ 195.0 $ 169.4 Corporate reconciling items impacting operating income: Total segment operating income $ 74.3 $ 60.6 Stock-based compensation ( 13.6 ) ( 12.5 ) Amortization of intangibles ( 10.6 ) ( 16.7 ) Change in fair value of contingent liability ( 0.3 ) — Other charges unrelated to core operating performance (1) ( 2.9 ) ( 0.7 ) Restructuring and related benefits — 0.6 GAAP operating income from continuing operations $ 46.9 $ 31.3 (1) During the three months ended October 2, 2021 and October 3, 2020, other charges unrelated to core operating performance primarily consisted of certain acquisition and integration related changes, transformational initiatives such as, site consolidations, and reorganization, and loss on disposal of long-lived assets. 27 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company operates primarily in three geographic regions: Americas, Asia-Pacific, and Europe, Middle East and Africa (EMEA). Net revenue is assigned to the geographic region and country where the Company’s product is initially shipped. For example, certain customers may request shipment of the Company’s product to a contract manufacturer in one country, which may differ from the location of their end customers. The following table presents net revenue by the three geographic regions in which the Company operates and net revenue from countries that exceeded 10% of the Company’s total net revenue for the three months ended October 2, 2021 and October 3, 2020 (in millions): Three Months Ended October 2, 2021 October 3, 2020 Product Revenue Service Revenue Total Product Revenue Service Revenue Total Americas: United States $ 79.9 $ 13.4 $ 93.3 $ 63.7 $ 14.1 $ 77.8 Other Americas 25.0 3.2 28.2 14.3 3.3 17.6 Total Americas $ 104.9 $ 16.6 $ 121.5 $ 78.0 $ 17.4 $ 95.4 Asia-Pacific: Greater China $ 69.8 $ 2.8 $ 72.6 $ 77.3 $ 1.7 $ 79.0 Other Asia-Pacific 49.5 4.2 53.7 25.4 3.8 29.2 Total Asia-Pacific $ 119.3 $ 7.0 $ 126.3 $ 102.7 $ 5.5 $ 108.2 EMEA: Switzerland $ 13.1 $ 0.1 $ 13.2 $ 17.9 $ 0.1 $ 18.0 Other EMEA 51.8 14.0 65.8 49.3 13.8 63.1 Total EMEA $ 64.9 $ 14.1 $ 79.0 $ 67.2 $ 13.9 $ 81.1 Total net revenue $ 289.1 $ 37.7 $ 326.8 $ 247.9 $ 36.8 $ 284.7 Note 20. Subsequent Events The Company repurchased approximately 2.8 million shares of its common stock, under the 2021 Repurchase Plan approved by the Board in September 2021, for approximately $ 45 million. The Company has approximately $ 145 million remaining available for future repurchase of the $ 190 million authorized under the 2021 Repurchase Plan. 28 Table of Contents