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 Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Revenues: Product revenue $ 275.8 $ 266.6 $ 842.3 $ 776.6 Service revenue 39.7 36.8 114.8 111.4 Total net revenue 315.5 303.4 957.1 888.0 Cost of revenues: Product cost of revenue 104.0 98.1 311.0 287.8 Service cost of revenue 17.2 15.0 51.0 43.8 Amortization of acquired technologies 7.4 8.3 22.7 24.9 Total cost of revenues 128.6 121.4 384.7 356.5 Gross profit 186.9 182.0 572.4 531.5 Operating expenses: Research and development 54.9 52.1 159.0 150.9 Selling, general and administrative 89.0 86.1 269.0 247.0 Amortization of other intangibles 2.2 8.3 7.5 24.9 Restructuring and related benefits — ( 0.4 ) ( 0.1 ) ( 0.8 ) Total operating expenses 146.1 146.1 435.4 422.0 Income from operations 40.8 35.9 137.0 109.5 Loss on convertible note settlement (Note 11) ( 6.4 ) — ( 98.7 ) — Interest income and other income (loss), net 0.6 ( 0.9 ) 3.1 0.8 Interest expense ( 6.4 ) ( 3.6 ) ( 17.1 ) ( 10.8 ) Income before income taxes 28.6 31.4 24.3 99.5 Provision for income taxes 9.4 14.2 25.3 35.3 Net income (loss) $ 19.2 $ 17.2 $ ( 1.0 ) $ 64.2 Net income (loss) per share: Basic $ 0.08 $ 0.08 $ — $ 0.28 Diluted $ 0.08 $ 0.07 $ — $ 0.27 Shares used in per-share calculations: Basic 229.2 228.7 232.1 228.8 Diluted 236.8 240.2 232.1 234.4 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 Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Net income (loss) $ 19.2 $ 17.2 $ ( 1.0 ) $ 64.2 Other comprehensive income (loss): Net change in cumulative translation adjustment, net of tax ( 12.8 ) ( 4.9 ) ( 26.5 ) 57.1 Unrealized holding gain arising during period — — 0.1 — Amortization of actuarial income 0.8 0.8 2.3 2.3 Net change in accumulated other comprehensive income (loss) ( 12.0 ) ( 4.1 ) ( 24.1 ) 59.4 Comprehensive income (loss) $ 7.2 $ 13.1 $ ( 25.1 ) $ 123.6 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) April 2, 2022 July 3, 2021 ASSETS Current assets: Cash and cash equivalents $ 589.8 $ 697.8 Short-term investments 1.6 1.6 Restricted cash 4.6 4.3 Accounts receivable, net 269.3 256.5 Inventories, net 113.9 94.9 Prepayments and other current assets 64.8 57.0 Total current assets 1,044.0 1,112.1 Property, plant and equipment, net 221.2 196.0 Goodwill, net 388.9 396.5 Intangibles, net 58.2 88.0 Deferred income taxes 101.7 109.3 Other non-current assets 64.0 59.5 Total assets $ 1,878.0 $ 1,961.4 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 58.3 $ 63.2 Accrued payroll and related expenses 57.7 76.0 Deferred revenue 78.1 69.7 Accrued expenses 30.2 24.8 Short-term debt ( Note11 ) — 456.6 Other current liabilities 35.4 57.1 Total current liabilities 259.7 747.4 Long-term debt 706.4 224.1 Other non-current liabilities 202.0 226.0 Stockholders’ equity: Common stock, $ 0.001 par value; 1 billion shares authorized; 228 million shares issued and outstanding at April 2, 2022 and July 3, 2021, 0.2 0.2 Additional paid-in capital 70,360.9 70,183.2 Accumulated deficit ( 69,529.9 ) ( 69,322.3 ) Accumulated other comprehensive loss ( 121.3 ) ( 97.2 ) Total stockholders’ equity 709.9 763.9 Total liabilities and stockholders’ equity $ 1,878.0 $ 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) Nine Months Ended April 2, 2022 April 3, 2021 OPERATING ACTIVITIES: Net (loss) income $ ( 1.0 ) $ 64.2 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation expense 30.1 26.8 Amortization of acquired technologies and other intangibles 30.2 49.8 Stock-based compensation 39.7 33.4 Loss on convertible note settlement 98.7 — Amortization of debt issuance costs 2.2 1.5 Other 2.0 ( 1.6 ) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable ( 19.2 ) ( 21.0 ) Inventories ( 26.5 ) ( 8.1 ) Other current and non-currents assets ( 2.5 ) 16.2 Accounts payable ( 4.9 ) — Income taxes payable ( 27.5 ) 13.9 Deferred revenue, current and non-current 9.8 8.8 Deferred taxes, net ( 10.8 ) ( 3.9 ) Accrued payroll and related expenses ( 16.9 ) 8.6 Accrued expenses and other current and non-current liabilities 1.1 ( 7.9 ) Net cash provided by operating activities $ 104.5 $ 180.7 INVESTING ACTIVITIES: Capital expenditures $ ( 53.4 ) $ ( 26.7 ) Proceeds from the sale of assets 3.4 2.6 Acquisitions, net of cash hold back ( 1.2 ) ( 0.7 ) Net cash used in investing activities $ ( 51.2 ) $ ( 24.8 ) FINANCING ACTIVITIES: Proceeds from issuance of 3.75 % senior notes $ 400.0 $ — Payment of debt issuance costs ( 10.2 ) ( 0.1 ) Repurchase and retirement of common stock ( 207.0 ) ( 31.1 ) Withholding tax payment on vesting of restricted stock awards ( 12.5 ) ( 14.8 ) Cash paid to note holders in convertible note settlement ( 320.2 ) — Cash paid to third parties in convertible note settlement ( 4.1 ) — Payment of financing obligations ( 0.1 ) ( 1.0 ) Proceeds from employee stock purchase plan 7.8 6.6 Proceeds from revolving credit facility 150.0 — Repayment of revolving credit facility ( 150.0 ) — Payment of acquisition related holdback ( 0.9 ) — Payment of acquisition related contingent consideration ( 4.1 ) — Payment of debt — ( 2.8 ) Net cash used in financing activities $ ( 151.3 ) $ ( 43.2 ) Effect of exchange rates on cash, cash equivalents and restricted cash $ ( 8.9 ) $ 21.9 Net (decrease) increase in cash, cash equivalents and restricted cash ( 106.9 ) 134.6 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) $ 601.5 $ 682.0 (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 $ 11.7 million and $ 9.8 million as of April 2, 2022 and April 3, 2021, 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 April 2, 2022 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at January 1, 2022 232.5 $ 0.2 $ 70,354.3 $ ( 69,470.4 ) $ ( 109.3 ) $ 774.8 Net income — — — 19.2 — 19.2 Other comprehensive loss — — — — ( 12.0 ) ( 12.0 ) Shares issued under employee stock plans, net of tax 0.4 — 2.7 — — 2.7 Stock-based compensation — — 12.8 — — 12.8 Repurchase of common stock ( 4.7 ) — — ( 78.7 ) — ( 78.7 ) Convertible note settlement (Note 11) — — ( 8.9 ) — ( 8.9 ) Balance at April 2, 2022 228.2 $ 0.2 $ 70,360.9 $ ( 69,529.9 ) $ ( 121.3 ) $ 709.9 Three Months Ended April 3, 2021 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at January 2, 2021 228.5 $ 0.2 $ 70,159.8 $ ( 69,324.0 ) $ ( 102.4 ) $ 733.6 Net income — — — 17.2 — 17.2 Other comprehensive loss — — — — ( 4.1 ) ( 4.1 ) Shares issued under employee stock plans, net of tax 0.6 — — — — — Stock-based compensation — — 11.0 — — 11.0 Repurchase of common stock ( 0.5 ) — — ( 7.9 ) — ( 7.9 ) Balance at April 3, 2021 228.6 $ 0.2 $ 70,170.8 $ ( 69,314.7 ) $ ( 106.5 ) $ 749.8 Nine Months Ended April 2, 2022 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 — — — ( 1.0 ) — ( 1.0 ) Other comprehensive loss — — — — ( 24.1 ) ( 24.1 ) Shares issued under employee stock plans, net of tax 2.0 — ( 4.5 ) — — ( 4.5 ) Stock-based compensation — — 39.4 — — 39.4 Repurchase of common stock ( 12.7 ) — — ( 206.6 ) — ( 206.6 ) Convertible note settlement (Note 11) 10.6 — 142.8 — 142.8 Balance at April 2, 2022 228.2 $ 0.2 $ 70,360.9 $ ( 69,529.9 ) $ ( 121.3 ) $ 709.9 6 Table of Contents Nine Months Ended April 3, 2021 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 — — — 64.2 — 64.2 Other comprehensive income — — — — 59.4 59.4 Shares issued under employee stock plans, net of tax 2.6 — ( 8.7 ) — — ( 8.7 ) Stock-based compensation — — 33.4 — — 33.4 Repurchase of common stock ( 2.3 ) — — ( 31.7 ) — ( 31.7 ) Balance at April 3, 2021 228.6 $ 0.2 $ 70,170.8 $ ( 69,314.7 ) $ ( 106.5 ) $ 749.8 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 7 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 and nine months ended April 2, 2022 and April 3, 2021 is unaudited, and includes all normal and recurring adjustments the 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 and ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (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 and nine months ended April 2, 2022 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 and nine months ended April 2, 2022 and April 3, 2021 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. 8 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) A novel strain of coronavirus (COVID-19) declared an international pandemic by the World Health Organization (WHO) in March 2020 continues to have a global impact more than two years since it was first identified in Wuhan, China. 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. New and potentially more contagious variants of the virus have emerged over the course of the pandemic, along with a surge in cases in several regions across the globe, including Europe and Asia, resulting in renewed shutdown, mandatory quarantines and shelter in place orders in certain regions. These events have led, at times, to slowdowns in shipping and commercial activities. While rollout of several vaccines commenced in December 2020, the pace of the global rollout has been slow and the demand for vaccine outpaces available supply, particularly in developing nations. As economies recover, there are shipping and logistics challenges and continued supply chain constraints, shortages and delays, along with inflationary pricing pressures. Governmental vaccine mandates and mandated quarantines 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 a material impact on the Company’s Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12 Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, by removing specific exceptions to the general principles in Topic 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 $ 21.4 million for the fiscal year ended July 3, 2021. The adoption had no impact on total cash provided by (used in) operating, investing or financing activities in the Consolidated Statements of Cash Flows. 9 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 July 3, 2021 ( in millions ): 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 and nine months ended April 3, 2021 ( in millions, except per-share data ): Three Months Ended April 3, 2021 As Reported Adjustment As Adjusted Interest Expense $ ( 9.0 ) $ 5.4 $ ( 3.6 ) Net income $ 11.8 $ 5.4 $ 17.2 Net income per share: Basic $ 0.05 $ 0.03 $ 0.08 Diluted $ 0.05 $ 0.02 $ 0.07 Shares used in per-share calculation: Basic 228.7 — 228.7 Diluted 240.2 — 240.2 Nine Months Ended April 3, 2021 As Reported Adjustment As Adjusted Interest Expense $ ( 27.0 ) $ 16.2 $ ( 10.8 ) Net income $ 48.0 $ 16.2 $ 64.2 Net income per share: Basic $ 0.21 $ 0.07 $ 0.28 Diluted $ 0.21 $ 0.06 $ 0.27 Shares used in per-share calculation: Basic 228.8 — 228.8 Diluted 233.8 0.6 234.4 10 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606 as if it had originated the contracts. This guidance is effective for the Company in first quarter of fiscal year 2024 and early adoption is permitted. The Company elected to early adopt this guidance in the second quarter of fiscal 2022 on a retrospective basis to the beginning of the fiscal year. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. Recent Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance to increase the transparency of government assistance including the disclosure of the types of assistance, an entity's accounting for the assistance, and the effect of the assistance on an entity's financial statements. This guidance is effective for the Company in the first quarter of fiscal 2023 with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. In March 2022, the FASB issued ASU 2022-01 Derivatives and Hedging (Topic 815), which clarifies guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. The amendments in this update expand the current last-of-layer method of hedge accounting that permits only one hedged layer to allow multiple hedged layers of a single closed portfolio. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. This guidance is effective for the Company in the first quarter of fiscal 2024 with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. In March 2022, the FASB issued ASU 2022-02 Financial Instruments - Credit Losses (Topic 326), which eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310 and amends the guidance on vintage disclosures to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to the accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. This guidance is effective for the Company in the first quarter of fiscal 2024 with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. 11 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 (loss) per share ( in millions, except per share data ): Three Months Ended Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Numerator: Net income (loss) $ 19.2 $ 17.2 $ ( 1.0 ) $ 64.2 Denominator: Weighted-average shares outstanding: Basic 229.2 228.7 232.1 228.8 Shares issuable assuming conversion of convertible notes (1) 4.9 8.5 — 2.9 Effect of dilutive securities from stock-based compensation plans 2.7 3.0 — 2.7 Diluted 236.8 240.2 232.1 234.4 Net income (loss) per share: Basic $ 0.08 $ 0.08 $ — $ 0.28 Diluted $ 0.08 $ 0.07 $ — $ 0.27 (1) Represents the number of shares that would be issued if the Company’s 1.00 % Senior Convertible Notes (2024 Notes) and 1.75 % Senior Convertible Notes (2023 Notes) had been converted. The par amount of the Company’s convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest. The “in-the money” conversion benefit feature above the conversion price of the 2023 Notes and 2024 Notes of $ 13.94 and $ 13.22 per share respectively, is payable in cash, shares of the Company’s common stock or a combination of both, at the Company’s election. Refer to “Note 11. Debt” for more details. 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 Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Restricted stock units (1) 0.3 0.3 0.6 0.4 Shares issuable from Senior Convertible Notes (2) — — 5.9 — Total potentially dilutive securities 0.3 0.3 6.5 0.4 (1) Represents the number of restricted stock units (RSUs) that are excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive. (2) As the Company incurred a loss from continuing operations in the period, potential securities from employee stock options, Employee Stock Purchase Plan (ESPP), 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. 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. 12 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) For the nine months ended April 2, 2022, 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 income (loss) before reclassification 0.1 ( 26.5 ) — ( 26.4 ) Amounts reclassified out of accumulated other comprehensive loss — — 2.3 2.3 Net current-period other comprehensive income (loss) 0.1 ( 26.5 ) 2.3 ( 24.1 ) Ending balance as of April 2, 2022 $ ( 5.0 ) $ ( 94.6 ) $ ( 21.7 ) $ ( 121.3 ) (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 nine months ended April 2, 2022. There was no tax impact for the nine months ended April 2, 2022. 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 Prior Year Acquisitions RPC Photonics, Inc. Acquisition During the second quarter of fiscal year 2019, the Company acquired all of the equity interest of RPC Photonics, Inc. (RPC). The consideration paid for RPC was 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. The acquisition of RPC expands the Company’s 3D Sensing offerings. Other Acquisitions During the first quarter of fiscal year 2022, 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 million 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. During the fourth quarter of fiscal year 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 . 13 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Acquisition-related Contingent Consideration The following table provides a reconciliation of changes in the fair value of the Company’s earn-out liabilities associated with the Company’s acquisitions for the three and nine months ended April 2, 2022 and April 3, 2021 ( in millions ): Three Months Ended Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Beginning period balance $ 3.1 $ 8.9 $ 4.0 $ 9.9 Payments of Contingent Consideration ( 3.2 ) — ( 4.4 ) — Fair value adjustment of earn-out liabilities — ( 2.3 ) 0.3 ( 3.8 ) Currency translation adjustment 0.1 0.1 0.1 0.6 Ending period balance $ — $ 6.7 $ — $ 6.7 Note 6. Balance Sheet and Other Details Contract Balances Gross receivables include both billed and unbilled receivables (including Contract Assets). As of April 2, 2022, and July 3, 2021, the Company had total unbilled receivables of $ 7.7 million and $ 6.2 million, respectively. The Company also has short-term and long-term deferred revenues related to undelivered product 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 ): April 2, 2022 Three Months Ended Nine Months Ended Deferred revenue: Balance at beginning of period $ 81.2 $ 89.5 Revenue deferrals for new contracts (1) 41.3 98.0 Revenue recognized during the period (2) ( 24.6 ) ( 89.6 ) Balance at end of period (3) $ 97.9 $ 97.9 (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 and included below. 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 April 2, 2022, was $ 282.7 million. The Company expects to recognize approximately 92 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter. 14 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) April 2, 2022 Allowance for credit losses $ 2.0 $ 0.8 $ ( 1.3 ) $ 1.5 (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 ): April 2, 2022 July 3, 2021 Finished goods $ 43.9 $ 41.0 Work in process 16.9 16.6 Raw materials 53.1 37.3 Inventories, net $ 113.9 $ 94.9 Prepayments and other current assets The following table presents the components of prepayments and other current assets ( in millions ): April 2, 2022 July 3, 2021 Prepayments $ 12.7 $ 13.4 Asset held for sale 6.3 6.5 Advances to contract manufacturers 16.0 10.1 Refundable income taxes 10.6 5.9 Transaction tax receivables 9.3 13.2 Other current assets 9.9 7.9 Prepayments and other current assets $ 64.8 $ 57.0 Other current liabilities The following table presents the components of other current liabilities ( in millions ): April 2, 2022 July 3, 2021 Customer prepayments $ 0.6 $ 0.4 Restructuring accrual — 0.5 Income tax payable 3.0 22.6 Warranty accrual, current 4.5 4.3 Transaction tax payable 6.6 4.9 Operating lease liabilities (Note 12) 10.2 11.6 Other 10.5 12.8 Other current liabilities $ 35.4 $ 57.1 15 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 ): April 2, 2022 July 3, 2021 Pension and post-employment benefits $ 86.9 $ 97.0 Financing obligation 16.0 16.1 Deferred tax liability 18.5 24.3 Long-term deferred revenue 19.8 19.8 Warranty accrual, non-current 6.2 5.4 Operating lease liabilities (Note 12) 33.3 30.8 Uncertain tax position 10.5 18.3 Other 10.8 14.3 Other non-current liabilities $ 202.0 $ 226.0 Note 7. Investments and Forward Contracts Short-Term Investments As of April 2, 2022 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, $ 0.2 million was invested in money market instruments and $ 1.1 million was invested in equity securities. 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 (loss), 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. The Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date. As of April 2, 2022, the fair value of these contracts of $ 2.6 million and $ 4.2 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 April 2, 2022 and July 3, 2021, the notional amounts of the forward contracts the Company held to purchase foreign currencies were $ 106.4 million and $ 114.0 million, respectively, and the notional amounts of forward contracts the Company held to sell foreign currencies were $ 33.9 million and $ 27.8 million, respectively. 16 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 (loss), 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 $ 1.6 million and $ 4.1 million for the three and nine months ended April 2, 2022 and a loss of $ 0.1 million and a gain of $ 13.3 million for the three and nine months ended April 3, 2021, respectively. 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 April 2, 2022 and July 3, 2021, the Company did not hold any Level 3 investment securities. The Company’s Level 3 liabilities as of April 2, 2022 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. 17 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 ): April 2, 2022 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 (1) $ 0.6 $ — $ 0.6 $ — $ 0.4 $ — $ 0.4 $ — Total debt available-for-sale securities 0.6 — 0.6 — 0.4 — 0.4 — Money market funds (2) 302.1 302.1 — — 408.9 408.9 — — Trading securities (3) 1.6 1.6 — — 1.6 1.6 — — Foreign currency forward contracts (4) 2.6 — 2.6 — 2.6 — 2.6 — Total assets $ 306.9 $ 303.7 $ 3.2 $ — $ 413.5 $ 410.5 $ 3.0 $ — Liability: Foreign currency forward contracts (5) $ 4.2 $ — $ 4.2 $ — $ 1.4 $ — $ 1.4 $ — Contingent consideration (5) — — — — 4.0 — — 4.0 Total liabilities $ 4.2 $ — $ 4.2 $ — $ 5.4 $ — $ 1.4 $ 4.0 (1) Included in other non-current assets on the Company’s Consolidated Balance Sheets. (2) Includes, as of April 2, 2022, $ 292.7 million in cash and cash equivalents, $ 3.1 million in restricted cash, and $ 6.3 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, $ 2.7 million in restricted cash, and $ 5.2 million in other non-current assets on the Company’s Consolidated Balance Sheets. (3) Included in short-term investments on the Company’s Consolidated Balance Sheets. (4) Included in other current assets on the Company’s Consolidated Balance Sheets. (5) Included in other current liabilities on the Company’s Consolidated Balance Sheets. Other Fair Value Measures Fair Value of Long-term Debt: If measured at fair value in the Consolidated Balance Sheets, the Company’s 3.75 % Senior Notes (2029 Notes), 1.00 % Senior Convertible Notes (2024 Notes) and 1.75 % Senior Convertible Notes (2023 Notes) would be classified in Level 2 of the fair value hierarchy as they are not actively traded in the markets. The Company’s long-term debt measured at fair value for the periods presented are as follows: April 2, 2022 July 3, 2021 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Long-term Debt: 3.75 % Senior Notes $ 374.8 $ — $ 374.8 $ — $ — $ — $ — $ — 1.00 % Senior Convertible Notes 295.3 — 295.3 — 646.9 — 646.9 — 1.75 % Senior Convertible Notes 109.8 — 109.8 — 300.7 — 300.7 — Total liabilities $ 779.9 $ — $ 779.9 $ — $ 947.6 $ — $ 947.6 $ — See “Note 11. Debt”, for further discussion of the Company’s long-term debt. 18 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 ( 7.3 ) ( 0.3 ) — ( 7.6 ) Balance as of April 2, 2022 $ 342.4 $ 4.3 $ 42.2 $ 388.9 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 and nine months ended April 2, 2022. 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 April 2, 2022 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 420.1 $ ( 375.3 ) $ 44.8 Customer relationships 192.4 ( 181.2 ) 11.2 Other (1) 36.9 ( 34.7 ) 2.2 Total intangibles $ 649.4 $ ( 591.2 ) $ 58.2 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. 19 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 Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Cost of revenues $ 7.4 $ 8.3 $ 22.7 $ 24.9 Operating expenses 2.2 8.3 7.5 24.9 Total amortization of intangible assets $ 9.6 $ 16.6 $ 30.2 $ 49.8 Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of April 2, 2022, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ): Fiscal Years Remainder of 2022 $ 9.4 2023 25.1 2024 10.5 2025 7.0 2026 3.4 Thereafter 2.8 Total amortization $ 58.2 The acquired developed technology, customer relationships and other intangibles balance are adjusted quarterly to record the effect of currency translation adjustments. Note 11. Debt As of April 2, 2022 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 ): April 2, 2022 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 ( 6.6 ) — Principal amount of 1.75 % Senior Convertible Notes, long-term 87.4 225.0 Principal amount of 1.00 % Senior Convertible Notes, long-term 227.0 — Unamortized Senior Convertible Notes debt issuance cost ( 1.4 ) ( 0.9 ) Long-term debt $ 706.4 $ 224.1 The Company was in compliance with all debt covenants as of April 2, 2022 and July 3, 2021. 20 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. As of April 2, 2022, the expected remaining term of the 2029 Notes is 7.5 years. Senior Secured Asset-Based Revolving Credit Facility On December 30, 2021, we 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 senior secured asset-based revolving credit facility in a maximum aggregate amount of $ 300 million, which matures on December 30, 2026. The Credit Agreement also provides that, under certain circumstances, the Company may increase the aggregate amount of revolving commitments thereunder by an aggregate amount of up to $ 100 million so long as certain conditions are met. The proceeds from the credit facility established under the Credit Agreement will be used for working capital and other general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are borrowers and guarantors under the Credit Agreement. Amounts outstanding under the Credit Agreement accrue interest as follows: (i) if the amounts outstanding are denominated in US Dollars, at a per annum rate equal to either, at the Company’s election, Term Secured Overnight Financing Rate (SOFR) plus a margin of 1.35 % to 1.85 % per annum, or a specified base rate plus a margin of 0.25 % to 0.75 %, in each case, depending on the average excess availability under the facility, (ii) if the amounts outstanding are denominated in Sterling, at a per annum rate equal to the Sterling Overnight Interbank Average Rate (SONIA) plus a margin of 1.2825 % to 1.7825 %, depending on the average excess availability under the facility, (iii) if the amounts outstanding are denominated in Euros, at a per annum rate equal to the Euro Interbank Offered Rate plus a margin of 1.25 % to 1.75 %, depending on the average excess availability under the facility, or (iv) if the amounts outstanding are denominated in Canadian Dollars, at a per annum rate equal to either, at the Company’s election, the Canadian Dollar Offered Rate plus a margin of 1.25 % to 1.75 %, or a specified base rate plus a margin of 0.25 % to 0.75 %, in each case, depending on the average excess availability under the facility. The covenants of the Credit Agreement include customary restrictive covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 if excess availability under the facility is less than the greater of 10 % of the lesser of maximum revolver amount and borrowing base and $ 20 million. As of April 2, 2022, we had no borrowings under this facility and our available borrowing capacity was approximately $ 176.9 million. Revolving Credit Facility On May 5, 2020, the Company entered into a credit agreement with Wells Fargo as administrative agent, and other lender related parties. The Company borrowed $ 150 million and repaid $ 150 million under this Credit Agreement during the first quarter of fiscal 2022. In connection with the entry into the Senior Secured Asset-Based Revolving Credit Facility noted above, the Company terminated this facility. 21 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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). 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. As of April 2, 2022, the expected remaining term of the 2023 Notes is 1.2 years. The 2023 Notes mature on June 1, 2023 unless earlier converted, redeemed or repurchased. See Senior Note Settlement below. 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. As of April 2, 2022, the expected remaining term of the 2024 Notes is 1.9 years. The 2024 Notes mature on March 1, 2024 unless earlier converted or repurchased. See Senior Note Settlement below. 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. The Company received four requests for conversion when the conversion was opened during the first quarter of fiscal 2022. The requests were for trivial amounts. In the first three quarters 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. The carrying value of the 2024 Notes was reclassified to long-term debt 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 transactions which is presented as Loss on convertible note settlement in the Company’s Consolidated Statements of Operations. On November 17, 2021 and November 22, 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 $ 20.6 million principal amount of the 2023 Notes and $ 25.0 million principal amount of the 2024 Notes in exchange for $ 59.0 million in cash. The Company recorded a loss of $ 6.4 million in connection with the settlement transactions which is presented as Loss on convertible note settlement in the Company’s Consolidated Statements of Operations. 22 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On March 2, 2022, 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 $ 23.2 million principal amount of the 2023 Notes and $ 26.8 million principal amount of the 2024 Notes in exchange for $ 64.7 million in cash. The Company recorded a loss of $ 6.4 million in connection with the settlement transactions which 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 $ 87.4 million and $ 227.0 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 Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Interest expense-contractual interest $ 5.0 $ 2.4 $ 12.6 $ 7.1 Amortization of debt issuance cost 0.6 0.5 2.2 1.5 Other 0.8 0.7 2.3 2.2 Total interest expense $ 6.4 $ 3.6 $ 17.1 $ 10.8 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 comprised 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 April 2, 2022 and April 3, 2021, the total operating lease costs were $ 3.5 million and $ 3.6 million, respectively. For the nine months ended April 2, 2022 and April 3, 2021, the total operating lease costs were $ 10.7 million and $ 10.4 million, respectively. Total variable lease costs were immaterial during the three and nine months ended April 2, 2022 and April 3, 2021. 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 April 2, 2022, the weighted-average remaining lease term was 7.3 years, and the weighted-average discount rate was 4.4 %. For the three months ended April 2, 2022 and April 3, 2021, cash paid for amounts included in the measurement of operating lease liabilities were $ 3.8 million and $ 3.3 million, respectively; and operating right-of-use (ROU) assets obtained in exchange of new operating lease liabilities were $ 3.9 million and $ 2.8 million, respectively. For the nine months ended April 2, 2022 and April 3, 2021, cash paid for amounts included in the measurement of operating lease liabilities were $ 12.5 million and $ 11.4 million, respectively; and operating ROU assets obtained in exchange of new operating lease liabilities were $ 10.3 million and $ 6.3 million, respectively. 23 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The balance sheet information related to the Company’s operating leases is as follows ( in millions ): April 2, 2022 Other non-current assets $ 45.9 Total operating ROU assets $ 45.9 Other current liabilities $ 10.2 Other non-current liabilities 33.3 Total operating lease liabilities $ 43.5 Future minimum operating lease payments as of April 2, 2022 are as follows ( in millions ): Fiscal Years Operating Leases Remainder of 2022 $ 1.1 2023 11.6 2024 9.2 2025 7.2 2026 5.4 Thereafter 16.7 Total lease payments 51.2 Less: Interest ( 7.7 ) Present value of lease liabilities $ 43.5 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. There were no restructuring charges or benefits recorded during the three months ended April 2, 2022. During the nine months ended April 2, 2022, the Company recorded restructuring related benefits of $ 0.1 million. During the three and nine months ended April 3, 2021, the Company recorded restructuring related benefits of $ 0.4 million and of $ 0.8 million, respectively. A summary of the activity in the 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 ( 0.4 ) Restructuring and related benefits ( 0.1 ) End of period balance, April 2, 2022 $ — (1) Included in other current liabilities on the Consolidated Balance Sheets as of July 3, 2021. 24 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 14. Income Taxes The Company recorded an income tax provision of $ 9.4 million and $ 25.3 million for the three and nine months ended April 2, 2022, respectively. The Company recorded an income tax provision of $ 14.2 million and $ 35.3 million for the three and nine months ended April 3, 2021, respectively. The income tax provision for the three and nine months ended April 2, 2022 and April 3, 2021 primarily relates to income tax in certain foreign and state jurisdictions based on the Company’s forecasted pre-tax income or loss. The income tax provision for the nine months ended April 2, 2022 includes a $ 8.1 million tax benefit recognized upon the statute of limitations on a transfer pricing reserve in a non-US jurisdiction. 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 April 2, 2022, and July 3, 2021, the Company’s unrecognized tax benefits totaled $ 50.2 million and $ 55.5 million, respectively, and are included in deferred taxes and other non-current tax liabilities, net. The Company had $ 1.6 million accrued for the payment of interest and penalties as of April 2, 2022. 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 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 noted below 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). During the three months ended April 2, 2022, the Company repurchased 4.2 million shares of its common stock for $ 70.6 million under the 2021 Repurchase Plan. During the nine months ended April 2, 2022, the Company repurchased 11.7 million shares of its common stock for $ 190.0 million under the 2021 Repurchase Plan. As of April 2, 2022, there is no remaining authorization under this plan. 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 April 2, 2022 the Company repurchased 0.5 million shares of its common stock for $ 8.1 million under the 2019 Repurchase Plan. During the nine months ended April 2, 2022, the Company repurchased 1.0 million shares of its common stock for $ 16.6 million under the 2019 Repurchase Plan. As of April 2, 2022, the Company had remaining authorization of $ 96.4 million for future share repurchases under the 2019 Repurchase Plan. 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. 25 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 nine months ended April 2, 2022 and April 3, 2021, the Company granted $ 2.4 million and $ 3.2 million time-based restricted stock awards, respectively. The aggregate grant-date fair value of time-based restricted stock awards granted during the nine months ended April 2, 2022 and April 3, 2021 were estimated to be $ 39.8 million and $ 44.8 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 nine months ended April 2, 2022 and April 3, 2021, the Company granted $ 0.4 million and $ 1.1 million, performance-based awards, respectively. In addition, during the nine months ended April 3, 2021, 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 nine months ended April 2, 2022. The aggregate grant-date fair value of performance-based awards granted during the nine months ended April 2, 2022 and April 3, 2021 were estimated to be $ 7.9 million and $ 15.7 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 April 2, 2022, $ 71.4 million of unrecognized stock-based compensation costs remain to be amortized. The impact on the Company’s results of operations of recording stock-based compensation by function for the three and nine months ended April 2, 2022 and April 3, 2021, is as follows (in millions): Three Months Ended Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Cost of revenues $ 1.3 $ 1.2 $ 4.1 $ 3.6 Research and development $ 2.1 2.2 $ 6.4 6.7 Selling, general and administrative $ 9.4 7.6 $ 29.2 23.1 Total stock-based compensation expense $ 12.8 $ 11.0 $ 39.7 $ 33.4 Approximately $ 1.2 million of stock-based compensation was capitalized to inventory as of April 2, 2022 and April 3, 2021. 26 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 April 2, 2022, 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 nine months ended April 2, 2022, the Company contributed $ 0.9 million to the U.K. plan and $ 4.9 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 Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Service cost $ — $ 0.1 $ 0.1 $ 0.3 Interest cost 0.4 0.4 1.2 1.0 Expected return on plan assets ( 0.4 ) ( 0.4 ) ( 1.3 ) ( 1.2 ) Amortization of net actuarial losses 0.8 0.8 2.3 2.3 Net periodic benefit cost $ 0.8 $ 0.9 $ 2.3 $ 2.4 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 $ 9.0 million related to its defined benefit pension plans during fiscal 2022 to make current benefit payments and fund future obligations. As of April 2, 2022, approximately $ 5.8 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. 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 motion for summary judgement on the deed of rectification claim and continues to pursue a claim against the U.K. law firm responsible for the error. As of April 2, 2022, the related accrued pension liability was £ 7.0 million or $ 9.2 million. 27 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 April 2, 2022, the Company had standby letters of credit of $ 9.4 million, performance bonds and other claims of $ 2.3 million collateralized by restricted cash. Product Warranties The following table presents the changes in the Company’s warranty reserve during the three and nine months ended April 2, 2022 and April 3, 2021, ( in millions ): Three Months Ended Nine Months Ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 Balance as of beginning of period $ 10.8 $ 9.6 $ 9.7 $ 9.4 Provision for warranty 2.0 0.5 4.6 2.5 Utilization of reserve ( 1.1 ) ( 0.3 ) ( 2.2 ) ( 1.6 ) Adjustments to pre-existing warranties (includes changes in estimates) ( 1.0 ) ( 0.2 ) ( 1.4 ) ( 0.7 ) Balance as of end of period $ 10.7 $ 9.6 $ 10.7 $ 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. 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. 28 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 April 2, 2022 and April 3, 2021 ( in millions ): Three Months Ended April 2, 2022 Network and Service Enablement Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1) Consolidated GAAP Measures Product revenue $ 176.7 $ 14.5 $ 191.2 $ 84.6 $ — $ 275.8 Service revenue 27.6 12.0 39.6 0.1 — 39.7 Net revenue $ 204.3 $ 26.5 $ 230.8 $ 84.7 $ — $ 315.5 Gross profit $ 130.3 $ 18.3 $ 148.6 $ 47.0 $ ( 8.7 ) $ 186.9 Gross margin 63.8 % 69.1 % 64.4 % 55.5 % 59.2 % Operating income $ 34.4 $ 33.3 $ ( 26.9 ) $ 40.8 Operating margin 14.9 % 39.3 % 12.9 % Three Months Ended April 3, 2021 Network and Service Enablement Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1) Consolidated GAAP Measures Product revenue $ 166.5 $ 7.9 $ 174.4 $ 92.2 $ — $ 266.6 Service revenue 24.4 12.4 36.8 — — 36.8 Net revenue $ 190.9 $ 20.3 $ 211.2 $ 92.2 $ — $ 303.4 Gross profit $ 123.1 $ 12.4 $ 135.5 $ 55.9 $ ( 9.4 ) $ 182.0 Gross margin 64.5 % 61.1 % 64.2 % 60.6 % 60.0 % Operating income $ 20.9 $ 40.5 $ ( 25.5 ) $ 35.9 Operating margin 9.9 % 43.9 % 11.8 % 29 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three Months Ended April 2, 2022 April 3, 2021 Corporate reconciling items impacting gross profit: Total segment gross profit $ 195.6 $ 191.4 Stock-based compensation ( 1.2 ) ( 1.2 ) Amortization of intangibles ( 7.4 ) ( 8.3 ) Other (charges) benefits unrelated to core operating performance (1) ( 0.1 ) 0.1 GAAP gross profit $ 186.9 $ 182.0 Corporate reconciling items impacting operating income: Total segment operating income $ 67.7 $ 61.4 Stock-based compensation ( 12.8 ) ( 11.0 ) Amortization of intangibles ( 9.6 ) ( 16.6 ) Change in fair value of contingent liability — 2.3 Other charges unrelated to core operating performance (1) ( 4.5 ) ( 0.6 ) Restructuring and related benefits — 0.4 GAAP operating income from continuing operations $ 40.8 $ 35.9 (1) During the three months ended April 2, 2022 and April 3, 2021, other (charges) benefits unrelated to core operating performance primarily consisted of certain acquisition and integration related charges, transformational initiatives such as site consolidations, reorganization, and loss on disposal of long-lived assets. Nine Months Ended April 2, 2022 Network and Service Enablement Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1) Consolidated GAAP Measures Product revenue $ 545.9 $ 42.6 $ 588.5 $ 253.8 $ — $ 842.3 Service revenue 77.7 36.7 114.4 0.4 — 114.8 Net revenue $ 623.6 $ 79.3 $ 702.9 $ 254.2 $ — $ 957.1 Gross profit $ 401.0 $ 54.4 $ 455.4 $ 143.8 $ ( 26.8 ) $ 572.4 Gross margin 64.3 % 68.6 % 64.8 % 56.6 % 59.8 % Operating income $ 110.7 $ 104.6 $ ( 78.3 ) $ 137.0 Operating margin 15.7 % 41.1 % 14.3 % 30 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Nine Months Ended April 3, 2021 Network and Service Enablement Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1) Consolidated GAAP Measures Product revenue $ 462.1 $ 28.5 $ 490.6 $ 286.0 $ — $ 776.6 Service revenue 71.8 39.0 110.8 0.6 — 111.4 Net revenue $ 533.9 $ 67.5 $ 601.4 $ 286.6 $ — $ 888.0 Gross profit $ 339.9 $ 44.3 $ 384.2 $ 175.3 $ ( 28.0 ) $ 531.5 Gross margin 63.7 % 65.6 % 63.9 % 61.2 % 59.9 % Operating income $ 56.4 $ 132.4 $ ( 79.3 ) $ 109.5 Operating margin 9.4 % 46.2 % 12.3 % Nine Months Ended April 2, 2022 April 3, 2021 Corporate reconciling items impacting gross profit: Total segment gross profit $ 599.2 $ 559.5 Stock-based compensation ( 4.0 ) ( 3.6 ) Amortization of intangibles ( 22.7 ) ( 24.9 ) Other (charges) benefits unrelated to core operating performance (1) ( 0.1 ) 0.5 GAAP gross profit $ 572.4 $ 531.5 Corporate reconciling items impacting operating income: Total segment operating income $ 215.3 $ 188.8 Stock-based compensation ( 39.7 ) ( 33.4 ) Amortization of intangibles ( 30.2 ) ( 49.8 ) Change in fair value of contingent liability ( 0.3 ) 3.8 Other charges unrelated to core operating performance (1) ( 8.2 ) ( 0.7 ) Restructuring and related benefits 0.1 0.8 GAAP operating income from continuing operations $ 137.0 $ 109.5 (1) During the nine months ended April 2, 2022 and April 3, 2021, other (charges) benefits unrelated to core operating performance primarily consisted of certain acquisition and integration related charges, transformational initiatives such as site consolidations, reorganization, and loss on disposal of long-lived assets. 31 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 and nine months ended April 2, 2022 and April 3, 2021 (in millions): Three Months Ended April 2, 2022 April 3, 2021 Product Revenue Service Revenue Total Product Revenue Service Revenue Total Americas: United States $ 72.5 $ 14.9 $ 87.4 $ 64.4 $ 13.0 $ 77.4 Other Americas 17.9 3.5 21.4 21.2 3.2 24.4 Total Americas $ 90.4 $ 18.4 $ 108.8 $ 85.6 $ 16.2 $ 101.8 Asia-Pacific: Greater China $ 63.9 $ 1.9 $ 65.8 $ 69.1 $ 2.8 $ 71.9 Other Asia-Pacific 43.3 5.4 48.7 26.0 4.3 30.3 Total Asia-Pacific $ 107.2 $ 7.3 $ 114.5 $ 95.1 $ 7.1 $ 102.2 EMEA: Switzerland $ 18.7 $ 0.1 $ 18.8 $ 18.0 $ 0.1 $ 18.1 Other EMEA 59.5 13.9 73.4 67.9 13.4 81.3 Total EMEA $ 78.2 $ 14.0 $ 92.2 $ 85.9 $ 13.5 $ 99.4 Total net revenue $ 275.8 $ 39.7 $ 315.5 $ 266.6 $ 36.8 $ 303.4 Nine Months Ended April 2, 2022 April 3, 2021 Product Revenue Service Revenue Total Product Revenue Service Revenue Total Americas: United States $ 239.8 $ 41.1 $ 280.9 $ 202.5 $ 41.3 $ 243.8 Other Americas 64.3 10.8 75.1 51.5 10.3 61.8 Total Americas $ 304.1 $ 51.9 $ 356.0 $ 254.0 $ 51.6 $ 305.6 Asia-Pacific: Greater China $ 188.1 $ 6.8 $ 194.9 $ 216.3 $ 7.8 $ 224.1 Other Asia 122.4 14.5 136.9 71.4 11.3 82.7 Total Asia-Pacific $ 310.5 $ 21.3 $ 331.8 $ 287.7 $ 19.1 $ 306.8 EMEA: Switzerland $ 43.4 $ 0.3 $ 43.7 $ 55.7 $ 0.3 $ 56.0 Other EMEA 184.3 41.3 225.6 179.2 40.4 219.6 Total EMEA $ 227.7 $ 41.6 $ 269.3 $ 234.9 $ 40.7 $ 275.6 Total net revenue $ 842.3 $ 114.8 $ 957.1 $ 776.6 $ 111.4 $ 888.0 32 Table of Contents