VIAVI SOLUTIONS INC. 10-Q

Item 1. Financial Statements VIAVI SOLUTIONS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three Months Ended Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Revenues: Product revenue $ 241.5 $ 277.4 $ 509.2 $ 566.5 Service revenue 43.0 37.4 85.5 75.1 Total net revenue 284.5 314.8 594.7 641.6 Cost of revenues: Product cost of revenue 92.5 100.3 191.4 207.0 Service cost of revenue 19.3 16.6 38.7 33.8 Amortization of acquired technologies 5.7 7.4 12.8 15.3 Total cost of revenues 117.5 124.3 242.9 256.1 Gross profit 167.0 190.5 351.8 385.5 Operating expenses: Research and development 51.9 50.5 104.5 104.1 Selling, general and administrative 90.0 88.2 170.2 180.0 Amortization of other intangibles 2.2 2.6 4.4 5.3 Restructuring and related benefits — ( 0.1 ) — ( 0.1 ) Total operating expenses 144.1 141.2 279.1 289.3 Income from operations 22.9 49.3 72.7 96.2 Loss on convertible note settlement (Note 11) — ( 6.4 ) — ( 92.3 ) Interest income and other income, net 2.2 1.1 3.3 2.5 Interest expense ( 6.2 ) ( 7.1 ) ( 12.3 ) ( 10.7 ) Income (loss) before income taxes 18.9 36.9 63.7 ( 4.3 ) Provision for income taxes 10.5 2.3 22.7 15.9 Net income (loss) $ 8.4 $ 34.6 $ 41.0 $ ( 20.2 ) Net income (loss) per share: Basic $ 0.04 $ 0.15 $ 0.18 $ ( 0.09 ) Diluted $ 0.04 $ 0.14 $ 0.18 $ ( 0.09 ) Shares used in per share calculations: Basic 225.9 236.0 226.1 233.6 Diluted 227.1 242.3 228.8 233.6 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 Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Net income (loss) $ 8.4 $ 34.6 $ 41.0 $ ( 20.2 ) Other comprehensive income (loss): Net change in cumulative translation adjustment, net of tax 43.3 ( 4.1 ) 0.7 ( 13.7 ) Unrealized holding gain arising during period — — — 0.1 Amortization of net actuarial losses and other pension adjustments — 0.7 ( 0.3 ) 1.5 Net change in accumulated other comprehensive income (loss) 43.3 ( 3.4 ) 0.4 ( 12.1 ) Comprehensive income (loss) $ 51.7 $ 31.2 $ 41.4 $ ( 32.3 ) 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) December 31, 2022 July 2, 2022 ASSETS Current assets: Cash and cash equivalents $ 484.1 $ 559.9 Short-term investments 1.4 1.4 Restricted cash 4.2 3.6 Accounts receivable, net 223.7 260.9 Inventories, net 120.3 110.1 Prepayments and other current assets 78.2 69.2 Total current assets 911.9 1,005.1 Property, plant and equipment, net 244.8 228.9 Goodwill, net 449.2 387.6 Intangibles, net 72.4 54.2 Deferred income taxes 88.1 86.3 Other non-current assets 61.6 65.8 Total assets $ 1,828.0 $ 1,827.9 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 50.2 $ 58.3 Accrued payroll and related expenses 54.4 76.0 Deferred revenue 74.7 81.0 Accrued expenses 29.3 29.3 Short-term debt ( Note11 ) 68.0 68.4 Other current liabilities 52.1 56.3 Total current liabilities 328.7 369.3 Long-term debt 617.2 616.5 Other non-current liabilities 194.3 170.4 Stockholders’ equity: Preferred stock, $ 0.001 par value; 1 million shares authorized, no shares issued or outstanding at December 31, 2022 and July 2, 2022 — — Common stock, $ 0.001 par value; 1 billion shares authorized; 225 million shares at December 31, 2022 and 226 million shares at July 2, 2022, issued and outstanding 0.2 0.2 Additional paid-in capital 70,388.8 70,370.2 Accumulated deficit ( 69,545.2 ) ( 69,542.3 ) Accumulated other comprehensive loss ( 156.0 ) ( 156.4 ) Total stockholders’ equity 687.8 671.7 Total liabilities and stockholders’ equity $ 1,828.0 $ 1,827.9 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) Six Months Ended December 31, 2022 January 1, 2022 OPERATING ACTIVITIES: Net income (loss) $ 41.0 $ ( 20.2 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense 17.1 17.8 Amortization of acquired technologies and other intangibles 17.2 20.6 Stock-based compensation 26.0 26.9 Loss on convertible note settlement — 92.3 Amortization of debt issuance costs 1.2 1.6 Deferred taxes, net 3.3 ( 4.3 ) Gain on legal settlement ( 6.7 ) — Other 4.7 1.5 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 42.2 ( 6.0 ) Inventories ( 14.4 ) ( 24.3 ) Other current and non-currents assets 12.0 ( 9.4 ) Accounts payable ( 6.9 ) 5.4 Income taxes payable ( 9.0 ) ( 21.1 ) Deferred revenue, current and non-current ( 8.3 ) ( 6.9 ) Accrued payroll and related expenses ( 21.6 ) 2.2 Accrued expenses and other current and non-current liabilities ( 25.0 ) ( 0.5 ) Net cash provided by operating activities $ 72.8 $ 75.6 INVESTING ACTIVITIES: Capital expenditures $ ( 32.9 ) $ ( 34.1 ) Proceeds from the sale of assets 2.4 2.8 Acquisitions, net of cash hold back ( 64.4 ) ( 1.2 ) Purchase price adjustment related to business acquisition ( 1.0 ) $ — Net cash used in investing activities $ ( 95.9 ) $ ( 32.5 ) FINANCING ACTIVITIES: Proceeds from issuance of 3.75 % senior notes $ — $ 400.0 Payment of debt issuance costs — ( 9.6 ) Repurchase and retirement of common stock ( 43.9 ) ( 125.6 ) Withholding tax payment on vesting of restricted stock and performance based-awards ( 11.2 ) ( 10.9 ) Cash paid to note holders in convertible note settlement — ( 255.5 ) Cash paid to third parties in convertible note settlement — ( 3.8 ) Payment of financing obligations ( 0.1 ) — Proceeds from employee stock purchase plan 3.7 3.7 Proceeds from revolving credit facility — 150.0 Repayment of revolving credit facility — ( 150.0 ) Payment of acquisition related holdback ( 0.3 ) — Payment of acquired debt ( 0.4 ) — Payment of acquisition related contingent consideration ( 0.5 ) ( 1.2 ) Net cash used in financing activities $ ( 52.7 ) $ ( 2.9 ) Effect of exchange rates on cash, cash equivalents and restricted cash $ ( 0.1 ) $ ( 4.9 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 75.9 ) 35.3 Cash, cash equivalents and restricted cash at the beginning of the period (1) 572.8 708.4 Cash, cash equivalents and restricted cash at the end of the period (2) $ 496.9 $ 743.7 (1) These amounts include both current and non-current balances of restricted cash totaling $ 12.9 million and $ 10.6 million as of July 2, 2022 and July 3, 2021, respectively. (2) These amounts include both current and non-current balances of restricted cash totaling $ 12.8 million and $ 11.6 million as of December 31, 2022 and January 1, 2022, 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 December 31, 2022 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at October 1, 2022 226.8 $ 0.2 $ 70,375.9 $ ( 69,528.4 ) $ ( 199.3 ) $ 648.4 Net income — — — 8.4 — 8.4 Other comprehensive income — — — — 43.3 43.3 Shares issued under employee stock plans, net of tax 0.2 — ( 0.2 ) — — ( 0.2 ) Stock-based compensation — — 13.1 — — 13.1 Repurchase of common stock ( 2.2 ) — — ( 25.2 ) — ( 25.2 ) Balance at December 31, 2022 224.8 $ 0.2 $ 70,388.8 $ ( 69,545.2 ) $ ( 156.0 ) $ 687.8 Three Months Ended January 1, 2022 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at October 2, 2021 239.7 $ 0.2 $ 70,349.9 $ ( 69,385.6 ) $ ( 105.9 ) $ 858.6 Net income — — — 34.6 — 34.6 Other comprehensive loss — — — — ( 3.4 ) ( 3.4 ) Shares issued under employee stock plans, net of tax 0.3 — ( 1.4 ) — — ( 1.4 ) Stock-based compensation — — 13.2 — — 13.2 Repurchase of common stock ( 7.5 ) — — ( 119.4 ) — ( 119.4 ) Convertible note settlement (Note 11) — — ( 7.4 ) — — ( 7.4 ) Balance at January 1, 2022 232.5 $ 0.2 $ 70,354.3 $ ( 69,470.4 ) $ ( 109.3 ) $ 774.8 Six Months Ended December 31, 2022 Common Stock Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Balance at July 2, 2022 226.4 $ 0.2 $ 70,370.2 $ ( 69,542.3 ) $ ( 156.4 ) $ 671.7 Net income — — — 41.0 — 41.0 Other comprehensive income — — — — 0.4 0.4 Shares issued under employee stock plans, net of tax 1.9 — ( 7.5 ) — — ( 7.5 ) Stock-based compensation — — 26.1 — — 26.1 Repurchase of common stock ( 3.5 ) — — ( 43.9 ) — ( 43.9 ) Balance at December 31, 2022 224.8 $ 0.2 $ 70,388.8 $ ( 69,545.2 ) $ ( 156.0 ) $ 687.8 6 Table of Contents Six Months Ended January 1, 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 — — — ( 20.2 ) — ( 20.2 ) Other comprehensive loss — — — — ( 12.1 ) ( 12.1 ) Shares issued under employee stock plans, net of tax 1.6 — ( 7.2 ) — — ( 7.2 ) Stock-based compensation — — 26.6 — — 26.6 Repurchase of common stock ( 8.0 ) — — ( 127.9 ) — ( 127.9 ) Convertible note settlement (Note 11) 10.6 — 151.7 — — 151.7 Balance at January 1, 2022 232.5 $ 0.2 $ 70,354.3 $ ( 69,470.4 ) $ ( 109.3 ) $ 774.8 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 six months ended December 31, 2022 and January 1, 2022 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 2, 2022. There have been no material changes to the Company’s accounting policies during the three and six months ended December 31, 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 2, 2022 on Form 10-K, filed with the SEC on August 19, 2022. The Consolidated Balance Sheet as of July 2, 2022 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 six months ended December 31, 2022 and January 1, 2022 may not be indicative of results for the fiscal year ending July 1, 2023 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 2023 is a 52-week year ending on July 1, 2023. The Company’s fiscal 2022 was a 52-week year ending on July 2, 2022. Principles of Consolidation The consolidated financial statements include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. 8 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. We operate globally and sell our products in countries throughout the world. Recent escalation in regional conflicts, including the Russian invasion of Ukraine, resulting in ongoing economic sanctions, and the risk of increased tensions between China and Taiwan, could curtail or prohibit our ability to transfer certain technologies, to sell our products and solutions, or to continue to operate in certain locations. Moreover, international conflict has resulted in increased pressure on the supply chain and could further result in increased energy costs, which could increase the cost of manufacturing, selling and delivering products and solutions; inflation, which could result in increases in the cost of manufacturing products, reduced customer purchasing power, increased price pressure, and reduced or cancelled orders; increased risk of cybersecurity attacks; and general market instability, all of which could adversely impact our financial results. As a result of the restrictions on exports to Russia, we suspended transactions in the region effective February 2022, which has negatively impacted our business. While sales in this jurisdiction are not material to our total consolidated revenues or net income, we are 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. However, these estimates may change, as new events occur and additional information becomes available. Actual results may differ materially from these estimates, assumptions or conditions due to risks and uncertainties, including the ongoing geopolitical instability as well as the potential for additional trade actions or retaliatory cyber-attacks aimed at infrastructure or supply chains, the impact on our future operations and results remains uncertain. The worldwide spread of the COVID-19 virus and global slowdown of economic activity 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. The reopening of China and ending of its “zero-Covid” policy could have unforeseen impacts on our operations and facilities. These events have led, at times, to slowdowns in shipping and commercial activities. Through continued economic challenges, there continue to be periodic shipping and logistics challenges and continued supply chain constraints, shortages and delays, along with inflationary pricing pressures. 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. 9 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 2. Recently Issued Accounting Pronouncements Recent Accounting Pronouncements Adopted In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . ASU 2021-10 requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model 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. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. The Company adopted the ASU on July 3, 2022 with no material impact expected to disclosures in the Annual Report on Form 10-K for the year ended July 1, 2023. Recent Accounting Pronouncements Not Yet Adopted 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. In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for the Company in the first quarter of fiscal 2025 with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. In September 2022, the FASB issued ASU 2022-04 Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations , which makes a number of changes meant to add certain disclosure requirements for a buyer in a supplier finance program. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. 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. 10 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 Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Numerator: Net income (loss) $ 8.4 $ 34.6 $ 41.0 $ ( 20.2 ) Denominator: Weighted-average shares outstanding: Basic 225.9 236.0 226.1 233.6 Shares issuable assuming conversion of convertible notes (1) — 4.3 0.7 — Effect of dilutive securities from stock-based compensation plans 1.2 2.0 2.0 — Diluted 227.1 242.3 228.8 233.6 Net income (loss) per share: Basic $ 0.04 $ 0.15 $ 0.18 $ ( 0.09 ) Diluted $ 0.04 $ 0.14 $ 0.18 $ ( 0.09 ) (1) Represents the dilutive impact for the Company’s 1.75 % Senior Convertible Notes due 2023 (2023 Notes) and the 1.00 % Senior Convertible Notes due 2024 (2024 Notes). As of December 31, 2022, the if-converted value is less than the outstanding principal of the 2023 and 2024 Notes, respectively. 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 Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Restricted stock units (1) 5.0 0.5 3.2 0.8 Shares issuable from Senior Convertible Notes (2) — — — 6.3 Total potentially dilutive securities 5.0 0.5 3.2 7.1 (1) Represents the number of 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 Senior Convertible Notes have been excluded from the dilutive net loss per share computations as their effects were deemed anti-dilutive. 11 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. For the six months ended December 31, 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 2, 2022 $ ( 5.0 ) $ ( 144.2 ) $ ( 7.2 ) $ ( 156.4 ) Other comprehensive income before reclassification — 0.7 — 0.7 Amounts reclassified out of accumulated other comprehensive loss — — ( 0.3 ) ( 0.3 ) Net current-period other comprehensive income (loss) — 0.7 ( 0.3 ) 0.4 Ending balance as of December 31, 2022 $ ( 5.0 ) $ ( 143.5 ) $ ( 7.5 ) $ ( 156.0 ) (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, net of reclassification adjustments, for the six months ended December 31, 2022. There was no tax impact for the six months ended December 31, 2022. Refer to “Note 16. Employee Pension and Other Benefit Plans” for more details on the computation of net periodic cost for pension plans. Note 5. Acquisitions On October 5, 2022, the Company acquired all of the equity of Jackson Labs Technologies, LLC (Jackson Labs), a privately held company which specializes in Position, Navigation and Timing (PNT) solutions for critical infrastructure serving both military and civilian applications. The acquisition enables the Company to broaden its solutions offering into the rapidly developing PNT landscape. The total purchase consideration includes approximately $ 49.9 million paid in cash at closing and additional contingent consideration of up to $ 117.0 million for which future cash payments are dependent on the achievement of certain operational and revenue targets over the course of a three-year period beginning in January 2023. The cash consideration paid at closing includes escrow payments of $ 5.0 million for indemnity holdback and $ 2.0 million subject to final cash and net working capital adjustments. The acquisition meets the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. Acquisition related costs incurred were approximately $ 0.8 million and have been recorded within SG&A in the Consolidated Statements of Operations. 12 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the preliminary fair value on the acquisition date. The following table presents the preliminary allocation of the purchase price ( in millions ): Amount Cash and cash equivalents $ 1.1 Accounts receivable, net 2.3 Inventory, net 3.0 Goodwill 48.8 Identified intangible assets acquired 30.6 Other non-current assets 0.1 Accounts payable ( 0.6 ) Accrued expenses ( 3.4 ) Deferred revenue ( 2.1 ) Other current liabilities ( 0.5 ) Total purchase consideration $ 79.3 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition ( in millions, except useful life ): Estimated Useful Life Amount Developed technology 6 years $ 25.0 Customer relationship 3 years 2.7 Tradename 2 years 0.5 Backlog 1 year 2.4 Total identifiable assets acquired $ 30.6 Goodwill represents the excess of the preliminary estimated purchase consideration over the preliminary estimates of the fair value of the net tangible and intangible assets acquired and has been allocated to the Network Enablement segment. Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future PNT offerings. The goodwill is expected to be deductible for U.S. income tax purposes. 13 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) On July 18, 2022, the Company completed an acquisition accounted for as a business combination consisting of cash paid at closing of $ 17.5 million and $ 2.0 million of indemnity holdback. In connection with this acquisition, the Company recorded approximately $ 11.2 million of goodwill, $ 5.1 million of developed technology and $ 1.8 million of deferred tax liability. The acquired developed technology asset is being amortized over its estimated useful life of four years . On May 13, 2022 and May 20, 2022, the Company completed acquisitions accounted for as business combinations for cash paid at close of $ 9.5 million, additional earn-outs of up to $ 3.3 million in cash to be paid based on the occurrence or achievement of certain agreed upon targets and $ 2.0 million of indemnity holdback. In connection with these acquisitions, the Company recorded $ 10.0 million of goodwill, $ 7.3 million of developed technology and other intangibles and $ 1.6 million of deferred tax liability. The acquired developed technology and other intangible assets are being amortized over their estimated useful lives ranging from one to six years . On September 17, 2021, the Company acquired all of the equity of one business for approximately $ 1.6 million. The acquisition was accounted for as an asset purchase. The developed technology will be amortized over its estimated useful life of five years . On October 30, 2018, the Company acquired all of the equity interest of RPC Photonics, Inc. (RPC) for approximately $ 33.4 million in cash as part of a business combination. An additional earn-out of up to $ 53.0 million, subject to achievement of certain gross profit targets over an approximate four year period through December 31, 2022. The earn-out targets were not met so no payment is required. The acquisition of RPC expands the Company’s 3D Sensing offerings. 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 six months ended December 31, 2022 and January 1, 2022 ( in millions ): Three Months Ended Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Beginning period balance $ 2.9 $ 4.3 $ 2.5 $ 4.0 Additions to Contingent Consideration 29.4 — 29.4 — Payments of Contingent Consideration ( 0.5 ) ( 1.2 ) ( 0.5 ) ( 1.2 ) Fair value adjustment of earn-out liabilities 1.3 — 1.8 0.3 Currency translation adjustment 0.1 — — — Ending period balance $ 33.2 $ 3.1 $ 33.2 $ 3.1 Note 6. Balance Sheet and Other Details Contract Balances Gross receivables include both billed and unbilled receivables (including Contract assets). As of December 31, 2022, and July 2, 2022, the Company had total unbilled receivables of $ 8.0 million and $ 7.3 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. 14 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables summarize the activity related to deferred revenue ( in millions ): December 31, 2022 Three Months Ended Six Months Ended Deferred revenue: Balance at beginning of period $ 91.5 $ 100.4 Revenue deferrals for new contracts (1) 36.5 63.1 Revenue recognized during the period (2) ( 33.4 ) ( 68.9 ) Balance at end of period $ 94.6 $ 94.6 (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. 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 December 31, 2022, was $ 254.2 million. The Company expects to recognize approximately 91 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter. Accounts receivable allowance - Credit losses The following table presents the activities and balances for allowance for credit losses ( in millions ): July 2, 2022 Charged to Costs and Expenses Deductions (1) December 31, 2022 Allowance for credit losses $ 1.4 $ 0.3 $ ( 0.2 ) $ 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 ): December 31, 2022 July 2, 2022 Finished goods $ 48.6 $ 41.6 Work in process 18.0 17.7 Raw materials 53.7 50.8 Inventories, net $ 120.3 $ 110.1 15 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Prepayments and other current assets The following table presents the components of prepayments and other current assets ( in millions ): December 31, 2022 July 2, 2022 Refundable income taxes $ 25.6 $ 14.5 Prepayments 13.3 16.0 Advances to contract manufacturers 12.2 11.8 Transaction tax receivables 10.9 10.4 Asset held for sale 2.5 2.5 Other current assets 13.7 14.0 Prepayments and other current assets $ 78.2 $ 69.2 Other current liabilities The following table presents the components of other current liabilities ( in millions ): December 31, 2022 July 2, 2022 Income tax payable $ 10.4 $ 9.6 Operating lease liabilities (Note 12) 9.8 10.1 Fair value of contingent consideration 7.7 1.8 Interest payable 4.8 4.6 Warranty accrual 4.1 4.4 Transaction tax payable 3.3 11.5 Fair value of forward contracts 2.4 8.4 Other 9.6 5.9 Other current liabilities $ 52.1 $ 56.3 Other non-current liabilities The following table presents components of other non-current liabilities ( in millions ): December 31, 2022 July 2, 2022 Pension and post-employment benefits $ 55.1 $ 59.6 Operating lease liabilities (Note 12) 29.1 33.5 Fair value of contingent consideration 25.5 0.7 Long-term deferred revenue 20.0 19.4 Financing obligation 15.9 16.0 Deferred tax liability 14.4 9.5 Uncertain tax position 13.8 12.9 Warranty accrual 5.3 6.2 Other 15.2 12.6 Other non-current liabilities $ 194.3 $ 170.4 16 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 7. Investments and Forward Contracts Short-Term Investments As of December 31, 2022 and July 2, 2022 the Company’s short-term investments of $ 1.4 million were comprised primarily of trading securities related to the deferred compensation plan, of which $ 1.0 million was invested in equity securities, $ 0.3 million was invested in debt securities and $ 0.1 million was invested in money market instruments. 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 December 31, 2022, the Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date. Therefore, the fair value of these contracts of $ 8.4 million and $ 2.4 million is reflected as prepayments and other current assets and other current liabilities, respectively. As of July 2, 2022, the fair value of these contracts of $ 3.8 million and $ 8.4 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 December 31, 2022 and July 2, 2022, the notional amounts of the forward contracts the Company held to purchase foreign currencies were $ 95.6 million and $ 119.1 million, respectively, and the notional amounts of forward contracts the Company held to sell foreign currencies were $ 26.2 million and $ 80.5 million, respectively. 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 gain of $ 6.0 million and a loss of $ 0.7 million for the three and six months ended December 31, 2022, respectively, and losses of $ 0.7 million and $ 2.5 million for the three and six months ended January 1, 2022, respectively. 17 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 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. The Company’s Level 3 instruments consist of contingent purchase consideration liabilities related to business acquisitions. The fair value of such earn-out liabilities generally 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 certain earn-out liabilities is derived using the estimated probability of success of achieving the earn-out milestones discounted to present value. 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. 18 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 ): December 31, 2022 July 2, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Money market funds (1) $ 240.5 $ 240.5 $ — $ — $ 313.2 $ 313.2 $ — $ — Short-term investments: Trading securities 1.4 1.4 — — 1.4 1.4 — — Other current assets: Foreign currency forward contracts 8.4 — 8.4 — 3.8 — 3.8 — Other non-current assets: debt available-for-sale securities asset-backed securities 0.6 — 0.6 — 0.6 — 0.6 — Total assets $ 250.9 $ 241.9 $ 9.0 $ — $ 319.0 $ 314.6 $ 4.4 $ — Liability: Current liabilities: Foreign currency forward contracts $ 2.4 $ — $ 2.4 $ — $ 8.4 $ — $ 8.4 $ — Contingent consideration (2) 33.2 — — 33.2 2.5 — — 2.5 Total liabilities $ 35.6 $ — $ 2.4 $ 33.2 $ 10.9 $ — $ 8.4 $ 2.5 (1) Includes, as of December 31, 2022, $ 228.6 million in cash and cash equivalents, $ 4.1 million in restricted cash, and $ 7.8 million in other non-current assets on the Company’s Consolidated Balance Sheets. Includes, as of July 2, 2022, $ 301.5 million in cash and cash equivalents, $ 3.1 million in restricted cash, and $ 8.6 million in other non-current assets on the Company’s Consolidated Balance Sheets. (2) Includes certain amounts in other current liabilities and other non-current liabilities on the Company’s Consolidated Balance Sheets. Other Fair Value Measures Fair Value of 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 debt measured at fair value for the periods presented are as follows: December 31, 2022 July 2, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Debt: 3.75 % Senior Notes $ 336.0 $ — $ 336.0 $ — $ 337.5 $ — $ 337.5 $ — 1.00 % Senior Convertible Notes 227.1 — 227.1 — 250.7 — 250.7 — 1.75 % Senior Convertible Notes 67.6 — 67.6 — 73.4 — 73.4 — Total liabilities $ 630.7 $ — $ 630.7 $ — $ 661.6 $ — $ 661.6 $ — See “Note 11. Debt”, for further discussion of the Company’s debt. 19 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 2, 2022 $ 331.6 $ 13.8 $ 42.2 $ 387.6 Acquisition 60.0 — — 60.0 Currency translation adjustments 0.6 1.0 — 1.6 Balance as of December 31, 2022 $ 392.2 $ 14.8 $ 42.2 $ 449.2 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 2022, 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 six months ended December 31, 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 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 446.4 $ ( 388.6 ) $ 57.8 Customer relationships 192.4 ( 180.4 ) 12.0 Other (1) 38.9 ( 36.3 ) 2.6 Total intangibles $ 677.7 $ ( 605.3 ) $ 72.4 As of July 2, 2022 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 416.6 $ ( 375.8 ) $ 40.8 Customer relationships 189.7 ( 177.8 ) 11.9 Other (1) 36.0 ( 34.5 ) 1.5 Total intangibles $ 642.3 $ ( 588.1 ) $ 54.2 (1) Other intangibles consist of customer backlog, non-competition agreements, patents, proprietary know-how and trade secrets, trademarks and trade names. 20 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 Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Cost of revenues $ 5.7 $ 7.4 $ 12.8 $ 15.3 Operating expenses 2.2 2.6 4.4 5.3 Total amortization of intangible assets $ 7.9 $ 10.0 $ 17.2 $ 20.6 Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of December 31, 2022, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ): Fiscal Years Remainder of 2023 $ 16.1 2024 19.8 2025 15.5 2026 10.8 2027 7.0 Thereafter 3.2 Total amortization $ 72.4 The acquired developed technology, customer relationships and other intangible balances are adjusted quarterly to record the effect of currency translation adjustments. Note 11. Debt As of December 31, 2022 and July 2, 2022, 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 ): December 31, 2022 July 2, 2022 Principal amount of 1.75 % Senior Convertible Notes $ 68.1 $ 68.1 Unamortized 1.75 % Senior Convertible Notes debt issuance cost ( 0.1 ) ( 0.1 ) Other short-term debt — 0.4 Short-term debt $ 68.0 $ 68.4 Principal amount of 3.75 % Senior Notes $ 400.0 $ 400.0 Unamortized 3.75 % Senior Notes debt issuance cost ( 5.9 ) ( 6.4 ) Principal amount of 1.00 % Senior Convertible Notes 223.9 223.9 Unamortized 1.00 % Senior Convertible Notes debt issuance cost ( 0.8 ) ( 1.0 ) Long-term debt $ 617.2 $ 616.5 The Company was in compliance with all debt covenants as of December 31, 2022 and July 2, 2022. 21 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 December 31, 2022, the expected remaining term of the 2029 Notes is 6.8 years. 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 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 December 31, 2022, the expected remaining term of the 2023 Notes is 0.4 years. The 2023 Notes mature on June 1, 2023 unless earlier converted, redeemed or repurchased. See Senior Convertible Notes 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 December 31, 2022, the expected remaining term of the 2024 Notes is 1.2 years. The 2024 Notes mature on March 1, 2024 unless earlier converted or repurchased. See Senior Convertible Notes Settlement below. Senior Convertible Notes Settlement On September 2, 2021, the Company entered into separate privately-negotiated agreements with certain holders of its 2023 and 2024 Notes. 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 2023 and 2024 Notes. 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 2023 and 2024 Notes. 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. On June 3, 2022, the Company entered into separate privately-negotiated agreements with certain holders of its 2023 and 2024 Notes. The Company settled $ 19.3 million principal amount of the 2023 Notes and $ 3.1 million principal amount of the 2024 Notes in exchange for $ 27.1 million in cash. The Company recorded a loss of $ 3.1 million in connection with the settlement transactions which is presented as Loss on convertible note settlement in the Company’s Consolidated Statements of Operations. As of December 31, 2022, the outstanding principal amount of the 2023 and 2024 Notes was $ 68.1 million and $ 223.9 million, respectively, in each case, with terms unchanged. 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 December 31, 2022, we had no borrowings under this facility and our available borrowing capacity was approximately $ 169.6 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. 23 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Interest Expense The following table presents the interest expense for contractual interest and amortization of debt issuance costs ( in millions ): Three Months Ended Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Interest expense-contractual interest $ 4.6 $ 5.3 $ 9.2 $ 7.6 Amortization of debt issuance cost 0.6 1.1 1.2 1.6 Other 1.0 0.7 1.9 1.5 Total interest expense $ 6.2 $ 7.1 $ 12.3 $ 10.7 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 December 31, 2022 and January 1, 2022, the total operating lease costs were $ 3.2 million and $ 3.7 million, respectively. For the six months ended December 31, 2022 and January 1, 2022, the total operating lease costs were $ 6.5 million and $ 7.2 million, respectively. Total variable lease costs were immaterial during the three and six months ended December 31, 2022 and January 1, 2022. 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 December 31, 2022, the weighted-average remaining lease term was 7.1 years, and the weighted-average discount rate was 4.6 %. For the three months ended December 31, 2022 and January 1, 2022, cash paid for amounts included in the measurement of operating lease liabilities were $ 3.6 million and $ 3.5 million, respectively; and operating right-of-use (ROU) assets obtained in exchange of new operating lease liabilities were $ 2.3 million and $ 6.4 million, respectively. For the six months ended December 31, 2022 and January 1, 2022, cash paid for amounts included in the measurement of operating lease liabilities were $ 8.2 million and $ 8.7 million, respectively; and operating ROU assets obtained in exchange of new operating lease liabilities were $ 3.0 million and $ 6.5 million, respectively. The balance sheet information related to the Company’s operating leases is as follows ( in millions ): December 31, 2022 Other non-current assets $ 40.3 Total operating ROU assets $ 40.3 Other current liabilities $ 9.8 Other non-current liabilities 29.1 Total operating lease liabilities $ 38.9 24 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Future minimum operating lease payments as of December 31, 2022 are as follows ( in millions ): Fiscal Years Operating Leases Remainder of 2023 $ 4.2 2024 10.0 2025 7.8 2026 6.0 2027 4.7 Thereafter 13.0 Total lease payments 45.7 Less: Interest ( 6.8 ) Present value of lease liabilities $ 38.9 Note 13. Income Taxes The Company recorded an income tax provision of $ 10.5 million and $ 22.7 million for the three and six months ended December 31, 2022, respectively. The Company recorded an income tax provision of $ 2.3 million and $ 15.9 million for the three and six months ended January 1, 2022, respectively. The income tax provision for the three and six months ended December 31, 2022 and January 1, 2022 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 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 December 31, 2022 and July 2, 2022, the Company’s unrecognized tax benefits totaled $ 50.3 million and $ 49.7 million, respectively, and are included in deferred taxes and other non-current tax liabilities, net. The Company had $ 2.6 million accrued for the payment of interest and penalties as of December 31, 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 14. Stockholders' Equity Repurchase of Common Stock In September 2022 the Board of Directors authorized a new stock repurchase plan (“2022 Repurchase Plan”) of up to $ 300 million effective October 1, 2022 which will remain in effect until the amount authorized has been fully repurchased or until suspension or termination of the program. Under the 2022 Repurchase Plan, the Company is authorized to repurchase shares through a variety of methods, including open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans. The timing of repurchases under the plan will depend upon business and financial market conditions. During the three months ended December 31, 2022, the Company repurchased 2.2 million shares of its common stock for $ 25.2 million under the 2022 Repurchase Plan. As of December 31, 2022, the Company had remaining authorization of $ 274.8 million for future share repurchases under the 2022 Repurchase Plan. 25 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The 2022 Repurchase Plan replaces the $ 200 million stock repurchase plan that the Board previously authorized in September 2019 (“2019 Repurchase Plan”) and expired on September 30, 2022. During the three months ended October 1, 2022, the Company repurchased 1.3 million shares of its common stock for $ 18.7 million under the 2019 Repurchase Plan. Note 15. 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 granted to eligible employees will generally vest in annual installments over a period of three to four years subject to the employees’ continuing service to the Company and do not have an expiration date. 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 six months ended December 31, 2022 and January 1, 2022, the Company granted 2.6 million and 2.1 million time-based restricted stock awards, respectively. The aggregate grant-date fair value of time-based restricted stock awards granted during the six months ended December 31, 2022 and January 1, 2022 were estimated to be $ 36.7 million and $ 35.0 million, respectively. During the six months ended December 31, 2022 and January 1, 2022, the Company granted 0.7 million and 0.4 million, performance-based awards, respectively. In addition, during the six months ended December 31, 2022, 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 six months ended January 1, 2022. The aggregate grant-date fair value of performance-based awards granted during the six months ended December 31, 2022 and January 1, 2022 were estimated to be $ 11.5 million and $ 7.9 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. As of December 31, 2022, $ 81.3 million of unrecognized stock-based compensation costs remain to be amortized. 26 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 and six months ended December 31, 2022 and January 1, 2022, is as follows (in millions): Three Months Ended Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Cost of revenues $ 1.2 $ 1.2 $ 2.4 $ 2.8 Research and development $ 2.0 2.1 4.3 4.3 Selling, general and administrative $ 9.8 10.0 19.3 19.8 Total stock-based compensation expense $ 13.0 $ 13.3 $ 26.0 $ 26.9 Approximately $ 1.2 million of stock-based compensation was capitalized to inventory as of December 31, 2022 and January 1, 2022. Note 16. 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 December 31, 2022, the U.K. plan was fully 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 six months ended December 31, 2022, the Company contributed $ 0.6 million to the U.K. plan and $ 1.7 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 Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Service cost $ — $ — $ — $ 0.1 Interest cost 0.7 0.4 1.4 0.8 Expected return on plan assets ( 0.4 ) ( 0.4 ) ( 0.8 ) ( 0.9 ) Amortization of net actuarial losses — 0.7 — 1.5 Net periodic benefit cost $ 0.3 $ 0.7 $ 0.6 $ 1.5 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 $ 7.9 million related to its defined benefit pension plans during fiscal 2023 to make current benefit payments and fund future obligations. As of December 31, 2022, approximately $ 2.3 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 2, 2022. 27 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 17. 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 Company pursued an appeal of the court decision. In March 2018, the appellate court affirmed the decision of the lower court. The Company pursued 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 July 2, 2022, the related accrued pension liability of £ 5.4 million or $ 6.5 million was included in pension and post-employment benefits within other non-current liabilities in the Company’s Consolidated Balance Sheets. In September 2022, the Company received a favorable court decision which removed completely and definitively the obligation to fund the increased pension benefit with retrospective effect to 1999. As a result of the judgment, and in accordance with authoritative guidance on contingencies, the Company reversed the liability and recorded a gain (reduction to Selling, general and administrative expense in the Company’s Consolidated Statements of Operations) of £ 5.7 million or $ 6.7 million during the three months ended October 1, 2022. 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 December 31, 2022, the Company had standby letters of credit of $ 11.9 million, performance bonds and other claims of $ 0.9 million collateralized by restricted cash. Product Warranties The following table presents the changes in the Company’s warranty reserve during the three and six months ended December 31, 2022 and January 1, 2022, ( in millions ): Three Months Ended Six Months Ended December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022 Balance as of beginning of period $ 9.5 $ 10.3 $ 10.6 $ 9.7 Provision for warranty 0.4 1.2 1.0 2.6 Utilization of reserve ( 0.7 ) ( 0.7 ) ( 1.2 ) ( 1.1 ) Adjustments to pre-existing warranties (includes changes in estimates) 0.2 — ( 1.0 ) ( 0.4 ) Balance as of end of period $ 9.4 $ 10.8 $ 9.4 $ 10.8 28 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 18. 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, as the Company’s Chief Operating Decision Maker (CODM), uses operating segment financial information to evaluate segment performance and to allocate resources. The Company’s reportable segments are: (i) Network Enablement: NE provides an integrated portfolio of testing solutions that access the network to perform build-out and maintenance tasks. These solutions include instruments, software and services to design, build, turn-up, 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 provides embedded systems and enterprise performance management solutions that give global communications service providers, enterprises and cloud operators visibility into network, service and application 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 leverages its core optical coating technologies and volume manufacturing capability to design, manufacture, and sell technologies for the anti-counterfeiting, consumer electronics, industrial, government and automotive 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 charges, impairment of goodwill, non-operating income and expenses, 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. 29 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following tables present information on the Company’s reportable segments for the three months ended December 31, 2022 and January 1, 2022 ( in millions ): Three Months Ended December 31, 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 $ 150.6 $ 13.5 $ 164.1 $ 77.4 $ — $ 241.5 Service revenue 29.1 13.9 43.0 — — 43.0 Net revenue $ 179.7 $ 27.4 $ 207.1 $ 77.4 $ — $ 284.5 Gross profit $ 115.1 $ 18.3 $ 133.4 $ 40.5 $ ( 6.9 ) $ 167.0 Gross margin 64.1 % 66.8 % 64.4 % 52.3 % 58.7 % Operating income $ 18.5 $ 27.5 $ ( 23.1 ) $ 22.9 Operating margin 8.9 % 35.5 % 8.0 % Three Months Ended January 1, 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 $ 189.6 $ 17.2 $ 206.8 $ 70.6 $ — $ 277.4 Service revenue 24.8 12.6 37.4 — — 37.4 Net revenue $ 214.4 $ 29.8 $ 244.2 $ 70.6 $ — $ 314.8 Gross profit $ 138.0 $ 21.4 $ 159.4 $ 39.7 $ ( 8.6 ) $ 190.5 Gross margin 64.4 % 71.8 % 65.3 % 56.2 % 60.5 % Operating income $ 45.6 $ 27.7 $ ( 24.0 ) $ 49.3 Operating margin 18.7 % 39.2 % 15.7 % Three Months Ended December 31, 2022 January 1, 2022 Corporate reconciling items impacting gross profit: Total segment gross profit $ 173.9 $ 199.1 Stock-based compensation ( 1.2 ) ( 1.2 ) Amortization of intangibles ( 5.7 ) ( 7.4 ) GAAP gross profit $ 167.0 $ 190.5 Corporate reconciling items impacting operating income: Total segment operating income $ 46.0 $ 73.3 Stock-based compensation ( 13.0 ) ( 13.3 ) Amortization of intangibles ( 7.9 ) ( 10.0 ) Change in fair value of contingent liability ( 1.3 ) — Other charges unrelated to core operating performance (1) ( 0.9 ) ( 0.8 ) Restructuring and related benefits — 0.1 GAAP operating income from continuing operations $ 22.9 $ 49.3 (1) During the three months ended December 31, 2022 and January 1, 2022, other charges 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. 30 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Six Months Ended December 31, 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 $ 316.5 $ 24.1 $ 340.6 $ 168.6 $ — $ 509.2 Service revenue 58.1 27.3 85.4 0.1 — 85.5 Net revenue $ 374.6 $ 51.4 $ 426.0 $ 168.7 $ — $ 594.7 Gross profit $ 240.7 $ 34.3 $ 275.0 $ 92.3 $ ( 15.5 ) $ 351.8 Gross margin 64.3 % 66.7 % 64.6 % 54.7 % 59.2 % Operating income $ 47.3 $ 66.1 $ ( 40.7 ) $ 72.7 Operating margin 11.1 % 39.2 % 12.2 % Six Months Ended January 1, 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 $ 369.2 $ 28.1 $ 397.3 $ 169.2 $ — $ 566.5 Service revenue 50.1 24.7 74.8 0.3 — 75.1 Net revenue $ 419.3 $ 52.8 $ 472.1 $ 169.5 $ — $ 641.6 Gross profit $ 270.7 $ 36.1 $ 306.8 $ 96.8 $ ( 18.1 ) $ 385.5 Gross margin 64.6 % 68.4 % 65.0 % 57.1 % 60.1 % Operating income $ 76.3 $ 71.3 $ ( 51.4 ) $ 96.2 Operating margin 16.2 % 42.1 % 15.0 % 31 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Six Months Ended December 31, 2022 January 1, 2022 Corporate reconciling items impacting gross profit: Total segment gross profit $ 367.3 $ 403.6 Stock-based compensation ( 2.4 ) ( 2.8 ) Amortization of intangibles ( 12.8 ) ( 15.3 ) Other charges unrelated to core operating performance (1) ( 0.3 ) — GAAP gross profit $ 351.8 $ 385.5 Corporate reconciling items impacting operating income: Total segment operating income $ 113.4 $ 147.6 Stock-based compensation ( 26.0 ) ( 26.9 ) Amortization of intangibles ( 17.2 ) ( 20.6 ) Change in fair value of contingent liability ( 1.8 ) ( 0.3 ) Other benefits (charges) unrelated to core operating performance (1) 4.3 ( 3.7 ) Restructuring and related benefits — 0.1 GAAP operating income from continuing operations $ 72.7 $ 96.2 (1) During the six months ended December 31, 2022 and January 1, 2022, other benefits (charges) 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. 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 six months ended December 31, 2022 and January 1, 2022 (in millions): Three Months Ended December 31, 2022 January 1, 2022 Product Revenue Service Revenue Total Product Revenue Service Revenue Total Americas: United States $ 77.5 $ 15.0 $ 92.5 $ 87.4 $ 12.8 $ 100.2 Other Americas 10.3 3.5 13.8 21.4 4.1 25.5 Total Americas $ 87.8 $ 18.5 $ 106.3 $ 108.8 $ 16.9 $ 125.7 Asia-Pacific: Greater China $ 58.9 $ 1.8 $ 60.7 $ 54.4 $ 2.1 $ 56.5 Other Asia-Pacific 36.7 7.7 44.4 29.6 4.9 34.5 Total Asia-Pacific $ 95.6 $ 9.5 $ 105.1 $ 84.0 $ 7.0 $ 91.0 EMEA: Switzerland $ 11.4 $ 0.1 $ 11.5 $ 11.6 $ 0.1 $ 11.7 Other EMEA 46.7 14.9 61.6 73.0 13.4 86.4 Total EMEA $ 58.1 $ 15.0 $ 73.1 $ 84.6 $ 13.5 $ 98.1 Total net revenue $ 241.5 $ 43.0 $ 284.5 $ 277.4 $ 37.4 $ 314.8 32 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Six Months Ended December 31, 2022 January 1, 2022 Product Revenue Service Revenue Total Product Revenue Service Revenue Total Americas: United States $ 158.5 $ 30.6 $ 189.1 $ 167.3 $ 26.2 $ 193.5 Other Americas 33.4 6.8 40.2 46.4 7.3 53.7 Total Americas $ 191.9 $ 37.4 $ 229.3 $ 213.7 $ 33.5 $ 247.2 Asia-Pacific: Greater China $ 122.4 $ 3.9 $ 126.3 $ 124.2 $ 4.9 $ 129.1 Other Asia 76.7 13.7 90.4 79.1 9.1 88.2 Total Asia-Pacific $ 199.1 $ 17.6 $ 216.7 $ 203.3 $ 14.0 $ 217.3 EMEA: Switzerland $ 28.8 $ 0.2 $ 29.0 $ 24.7 $ 0.2 $ 24.9 Other EMEA 89.4 30.3 119.7 124.8 27.4 152.2 Total EMEA $ 118.2 $ 30.5 $ 148.7 $ 149.5 $ 27.6 $ 177.1 Total net revenue $ 509.2 $ 85.5 $ 594.7 $ 566.5 $ 75.1 $ 641.6 Note 19. Subsequent Events Restructuring plan On February 1, 2023, the Company approved a restructuring and workforce reduction plan (the Plan) intended to improve operational efficiencies and better align the Company’s workforce with current business needs and strategic growth opportunities. The Company expects approximately 5 % of its global workforce to be affected and estimates it will incur charges of approximately $ 15 million in connection with the Plan. The Company anticipates the Plan to be substantially complete by the end of fiscal 2023. 33 Table of Contents