VIAV filing — read by section

Item 1. Financial Statements

Item 1. Financial Statements 
 VIAVI SOLUTIONS INC. 
 CONSOLIDATED STATEMENTS OF OPERATIONS 
 (in millions, except per share data) 
 (unaudited) 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Revenues: 
 Product revenue $ 207.3 $ 205.2 $ 623.8 $ 714.4 
 Service revenue 38.7 42.6 124.6 128.1 
 Total net revenue 246.0 247.8 748.4 842.5 
 Cost of revenues: 
 Product cost of revenue 87.7 81.5 249.1 272.9 
 Service cost of revenue 16.9 19.4 58.6 58.1 
 Amortization of acquired technologies 3.5 5.9 10.4 18.7 
 Total cost of revenues 108.1 106.8 318.1 349.7 
 Gross profit 137.9 141.0 430.3 492.8 
 Operating expenses: 
 Research and development 50.0 50.8 149.4 155.3 
 Selling, general and administrative 98.2 80.0 250.2 250.2 
 Amortization of other intangibles 1.5 2.1 5.0 6.5 
 Restructuring and related charges (benefits) 0.1 10.2 ( 0.8 ) 10.2 
 Total operating expenses 149.8 143.1 403.8 422.2 
 (Loss) income from operations ( 11.9 ) ( 2.1 ) 26.5 70.6 
 
 Loss on convertible note modification (Note 11) — ( 2.2 ) — ( 2.2 ) 
 Interest and other income, net 4.0 1.6 18.0 4.9 
 Interest expense ( 7.7 ) ( 6.7 ) ( 23.4 ) ( 19.0 ) 
 (Loss) income before income taxes ( 15.6 ) ( 9.4 ) 21.1 54.3 
 Provision for income taxes 9.0 6.0 25.2 28.7 
 
 
 Net (loss) income $ ( 24.6 ) $ ( 15.4 ) $ ( 4.1 ) $ 25.6 
 
 
 
 
 
 
 
 
 
 
 Net (loss) income per share: 
 Basic $ ( 0.11 ) $ ( 0.07 ) $ ( 0.02 ) $ 0.11 
 Diluted $ ( 0.11 ) $ ( 0.07 ) $ ( 0.02 ) $ 0.11 
 
 Shares used in per share calculations: 
 Basic 223.0 224.1 222.5 225.5 
 Diluted 223.0 224.1 222.5 227.6 

 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 
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 VIAVI SOLUTIONS INC. 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME 
 (in millions) 
 (unaudited) 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Net (loss) income $ ( 24.6 ) $ ( 15.4 ) $ ( 4.1 ) $ 25.6 
 Other comprehensive (loss) income: 
 Net change in cumulative translation adjustment, net of tax ( 11.8 ) 13.4 ( 2.5 ) 14.1 
 
 Unrealized holding loss arising during period — ( 0.3 ) — ( 0.3 ) 
 
 
 
 Amortization of net actuarial losses and other pension adjustments 
 ( 0.8 ) — ( 0.9 ) ( 0.3 ) 
 
 
 Net change in accumulated other comprehensive loss ( 12.6 ) 13.1 ( 3.4 ) 13.5 
 Comprehensive (loss) income $ ( 37.2 ) $ ( 2.3 ) $ ( 7.5 ) $ 39.1 
 
 

 
 
 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 
 
 
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 VIAVI SOLUTIONS INC. 
 CONSOLIDATED BALANCE SHEETS 
 (in millions, except share and par value data) 
 (unaudited) 
 March 30, 2024 July 1, 2023 
 ASSETS 
 Current assets: 
 Cash and cash equivalents $ 454.2 $ 506.5 
 Short-term investments 28.4 14.6 
 Restricted cash 3.5 4.5 
 Accounts receivable, net 212.0 231.2 
 Inventories, net 103.4 116.1 
 Prepayments and other current assets 66.1 72.1 
 
 Total current assets 867.6 945.0 
 Property, plant and equipment, net 231.9 243.0 
 Goodwill, net 453.2 455.2 
 Intangibles, net 43.0 58.6 
 Deferred income taxes 87.9 87.0 
 Other non-current assets 60.4 61.7 
 
 Total assets $ 1,744.0 $ 1,850.5 
 LIABILITIES AND STOCKHOLDERS’ EQUITY 
 Current liabilities: 
 Accounts payable $ 42.5 $ 47.2 
 Accrued payroll and related expenses 42.1 50.5 
 Deferred revenue 61.2 78.6 
 Accrued expenses 35.9 21.2 
 Short-term debt — 96.2 
 Other current liabilities 46.1 49.8 
 Total current liabilities 227.8 343.5 
 Long-term debt 634.4 629.5 
 Other non-current liabilities 176.7 186.7 
 
 
 Stockholders’ equity: 
 Preferred stock, $ 0.001 par value; 1 million shares authorized, 
 no shares issued or outstanding at March 30, 2024 and July 1, 2023 
 — — 
 Common stock, $ 0.001 par value; 1 billion shares authorized; 223 million shares at March 30, 2024 and 222 million shares at July 1, 2023, issued and outstanding 
 0.2 0.2 
 Additional paid-in capital 70,459.1 70,427.3 
 Accumulated deficit ( 69,614.8 ) ( 69,600.7 ) 
 Accumulated other comprehensive loss ( 139.4 ) ( 136.0 ) 
 Total stockholders’ equity 705.1 690.8 
 Total liabilities and stockholders’ equity $ 1,744.0 $ 1,850.5 

 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 
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 VIAVI SOLUTIONS INC. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (in millions) 
 (unaudited) 
 Nine Months Ended 
 March 30, 2024 April 1, 2023 
 OPERATING ACTIVITIES: 
 Net (loss) income $ ( 4.1 ) $ 25.6 
 Adjustments to reconcile net (loss) income to net cash provided by operating activities: 
 Depreciation expense 29.1 26.4 
 Amortization of acquired technologies and other intangibles 15.4 25.2 
 Stock-based compensation 36.6 38.8 
 
 Loss on convertible note modification — 2.2 
 Amortization of debt issuance costs 5.6 2.3 
 Net change in fair value of contingent liabilities ( 7.8 ) ( 0.2 ) 
 Deferred taxes, net ( 2.3 ) 4.1 
 Restructuring ( 0.8 ) 10.2 
 Gain on legal settlement — ( 6.7 ) 
 Other 1.7 4.3 
 Changes in operating assets and liabilities, net of acquisitions: 
 Accounts receivable 17.4 47.6 
 Inventories 6.7 ( 20.0 ) 
 Other current and non-currents assets 3.7 19.0 
 Accounts payable ( 4.1 ) ( 13.3 ) 
 Income taxes payable 2.3 ( 6.2 ) 
 Deferred revenue, current and non-current ( 15.7 ) ( 6.3 ) 
 Accrued payroll and related expenses ( 8.1 ) ( 35.1 ) 
 Accrued expenses and other current and non-current liabilities 14.6 ( 27.3 ) 
 Net cash provided by operating activities $ 90.2 $ 90.6 
 INVESTING ACTIVITIES: 
 Purchases of short-term investments $ ( 188.3 ) $ — 
 Maturities of short-term investments 174.2 — 
 
 
 Capital expenditures ( 15.7 ) ( 43.7 ) 
 Proceeds from the sale of assets 2.6 3.5 
 Acquisitions, net of cash hold back — ( 64.4 ) 
 Purchase price adjustment related to business acquisition — ( 0.7 ) 
 Net cash used in investing activities $ ( 27.2 ) $ ( 105.3 ) 
 FINANCING ACTIVITIES: 
 Proceeds from issuance of debt $ — $ 118.0 
 Payment of debt issuance costs — ( 3.9 ) 
 Retirement of convertible notes upon maturity ( 96.4 ) — 
 Repurchase and retirement of common stock ( 10.0 ) ( 73.9 ) 
 Withholding tax payment on vesting of restricted stock and performance- based awards ( 11.0 ) ( 11.4 ) 
 
 
 Payment of financing obligations ( 0.2 ) ( 0.1 ) 
 Proceeds from employee stock purchase plan 6.3 7.9 
 
 
 
 
 Payment of acquisition related contingent considerations and obligations ( 4.0 ) ( 7.3 ) 
 
 Net cash (used in) provided by financing activities $ ( 115.3 ) $ 29.3 
 Effect of exchange rates on cash, cash equivalents and restricted cash $ ( 0.2 ) $ 5.8 
 Net (decrease) increase in cash, cash equivalents and restricted cash ( 52.5 ) 20.4 
 Cash, cash equivalents and restricted cash at the beginning of the period (1) 
 515.6 572.8 
 Cash, cash equivalents and restricted cash at the end of the period (2) 
 $ 463.1 $ 593.2 

 (1) These amounts include both current and non-current balances of restricted cash totaling $ 9.1 million and $ 12.9 million as of July 1, 2023 and July 2, 2022, respectively. 
 (2) These amounts include both current and non-current balances of restricted cash totaling $ 8.9 million and $ 12.6 million as of March 30, 2024 and April 1, 2023, respectively. 
 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 
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 VIAVI SOLUTIONS INC. 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
 (in millions) 
 (unaudited) 
 
 
 
 Three Months Ended March 30, 2024 
 Common Stock 
 Shares Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total 
 Balance at December 30, 2023 222.6 $ 0.2 $ 70,444.8 $ ( 69,590.2 ) $ ( 126.8 ) $ 728.0 
 
 Net loss — — — ( 24.6 ) — ( 24.6 ) 
 Other comprehensive loss — — — — ( 12.6 ) ( 12.6 ) 
 Shares issued under employee stock plans, net of tax 0.6 — 1.5 — — 1.5 
 Stock-based compensation — — 12.8 — — 12.8 
 
 
 Balance at March 30, 2024 223.2 $ 0.2 $ 70,459.1 $ ( 69,614.8 ) $ ( 139.4 ) $ 705.1 

 
 
 
 Three Months Ended April 1, 2023 
 Common Stock 
 
 Shares 
 Amount 
 Additional Paid-In Capital 
 Accumulated Deficit 
 Accumulated Other Comprehensive Loss 
 Total 
 
 Balance at December 31, 2022 224.8 $ 0.2 $ 70,388.8 $ ( 69,545.2 ) $ ( 156.0 ) $ 687.8 
 
 Net loss — — — ( 15.4 ) — ( 15.4 ) 
 Other comprehensive income — — — — 13.1 13.1 
 Shares issued under employee stock plans, net of tax 0.4 — 4.0 — — 4.0 
 Stock-based compensation — — 12.7 — — 12.7 
 Repurchase of common stock ( 2.8 ) — — ( 30.0 ) — ( 30.0 ) 
 Convertible note modification (Note 11) — — 10.1 — — 10.1 
 Balance at April 1, 2023 222.4 $ 0.2 $ 70,415.6 $ ( 69,590.6 ) $ ( 142.9 ) $ 682.3 

 
 
 
 
 Nine Months Ended March 30, 2024 
 Common Stock 
 
 Shares 
 Amount 
 Additional Paid-In Capital 
 Accumulated Deficit 
 Accumulated Other Comprehensive Loss 
 Total 
 
 Balance at July 1, 2023 221.5 $ 0.2 $ 70,427.3 $ ( 69,600.7 ) $ ( 136.0 ) $ 690.8 
 
 Net loss — — — ( 4.1 ) — ( 4.1 ) 
 Other comprehensive loss — — — — ( 3.4 ) ( 3.4 ) 
 Shares issued under employee stock plans, net of tax 2.7 — ( 4.8 ) — — ( 4.8 ) 
 Stock-based compensation — — 36.6 — — 36.6 
 Repurchase of common stock ( 1.0 ) — — ( 10.0 ) — ( 10.0 ) 
 
 Balance at March 30, 2024 223.2 $ 0.2 $ 70,459.1 $ ( 69,614.8 ) $ ( 139.4 ) $ 705.1 

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 Nine Months Ended April 1, 2023 
 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 — — — 25.6 — 25.6 
 Other comprehensive income — — — — 13.5 13.5 
 Shares issued under employee stock plans, net of tax 2.3 — ( 3.5 ) — — ( 3.5 ) 
 Stock-based compensation — — 38.8 — — 38.8 
 Repurchase of common stock ( 6.3 ) — — ( 73.9 ) — ( 73.9 ) 
 Convertible note modification (Note 11) — — 10.1 — — 10.1 
 Balance at April 1, 2023 222.4 $ 0.2 $ 70,415.6 $ ( 69,590.6 ) $ ( 142.9 ) $ 682.3 

 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 
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 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, we, our and us) for the three and nine months ended March 30, 2024 and April 1, 2023 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 1, 2023. 
 There have been no material changes to the Company’s accounting policies during the three and nine months ended March 30, 2024 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 1, 2023 on Form 10-K, filed with the SEC on August 17, 2023. 
 The Consolidated Balance Sheet as of July 1, 2023 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 March 30, 2024 and April 1, 2023 may not be indicative of results for the fiscal year ending June 29, 2024 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 2024 is a 52-week year ending on June 29, 2024. The Company’s fiscal 2023 was a 52-week year ending on July 1, 2023. 
 Principles of Consolidation 
 The Consolidated Financial Statements include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. 
 Reclassification of Prior Period Balances 
 Certain reclassifications of prior period balances have been made to conform to current presentation. Effective for the first quarter of fiscal 2024, management of certain products moved from the SE segment to the NE segment to better align with operational and go-to-market strategies. As a result, prior period balances have been recast in our operating segment tables for the three and nine months ended April 1, 2023 in “Note 19. Operating Segments and Geographic Information” and NE and SE goodwill balances as of July 1, 2023 in “Note 9. Goodwill.” 
 Use of Estimates 
 The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP 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 revenue and expense and the disclosure of commitments and contingencies during the reporting periods. Estimates are based on historical factors, current circumstances and the experience and judgment of management. Under changed conditions, the Company’s reported financial position or results of operations may be materially impacted 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 more readily available information. 
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 VIAVI SOLUTIONS INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 

 Note 2. Recently Issued Accounting Pronouncements 
 SEC Climate Rules 
 
 
 In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures for investors. The final rules require disclosure of, among other things, material climate-related risks and their impact; activities to mitigate or adapt to material climate-related risks; governance and oversight of climate-related risks; material climate-related targets or goals and their financial impact; and material Scope 1 and/or Scope 2 greenhouse gas emissions with an accompanying assurance report required following an initial transition period, at a limited assurance level, and then following an additional transition period, at a reasonable assurance level. In addition, the effects of severe weather events and other natural conditions, subject to certain thresholds, and amounts related to carbon offsets and renewable energy credits or certificates are required to be disclosed in the notes to the audited financial statements in certain circumstances. 
 
 
 On April 4, 2024, the SEC voluntarily stayed the implementation of the final rules pending the completion of judicial review of the consolidated challenges to the final rules by the Court of Appeals for the Eighth Circuit. The final rules, as originally issued, would be effective for the Company in various fiscal years, starting with its Annual Report on Form 10-K for fiscal year 2026. Disclosures pursuant to the final rules, as originally issued, would be required prospectively, with information for prior periods required only to the extent it was previously disclosed in an SEC filing. The Company is currently evaluating the impact of the final rules on its Consolidated Financial Statements and disclosures. 
 Accounting Standards Issued But Not Yet Adopted 
 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information. This guidance is effective for fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early and retrospective adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. 
 
 
 In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The amendments in this update will require public entities to disclose significant segment expenses included within segment profit and loss that are regularly provided to the Company’s Chief Executive Officer as the Company’s Chief Operating Decision Maker (CODM). This guidance is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and will be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements. 
 
 
 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . The amendments clarify or improve disclosure and presentation requirements on various disclosure areas, including the statement of cash flows, earnings per share, debt, equity, and derivatives. The amendments will align the requirements in the FASB Accounting Standards Codification (ASC) with the SEC’s regulations. The amendments in this ASU will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will not be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. As we are currently subject to these SEC requirements, this ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures. 
 
 
 We reviewed all other accounting pronouncements issued during the nine months ended March 30, 2024 and concluded that they were not applicable to the Company. 
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 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 (loss) income per share ( in millions, except per share data ): 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Numerator: 
 
 
 Net (loss) income $ ( 24.6 ) $ ( 15.4 ) $ ( 4.1 ) $ 25.6 
 Denominator: 
 Weighted-average shares outstanding: 
 
 Basic 223.0 224.1 222.5 225.5 
 Shares issuable assuming conversion of convertible notes (1) 
 — — — 0.4 
 Effect of dilutive securities from stock-based compensation plans — — — 1.7 
 Diluted 223.0 224.1 222.5 227.6 
 
 Net (loss) income per share: 
 
 
 Basic $ ( 0.11 ) $ ( 0.07 ) $ ( 0.02 ) $ 0.11 
 
 
 Diluted $ ( 0.11 ) $ ( 0.07 ) $ ( 0.02 ) $ 0.11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 (1) Represents the dilutive impact for the Company’s 1.75 % Senior Convertible Notes due 2023 (2023 Notes), the 1.00 % Senior Convertible Notes due 2024 (2024 Notes) and the 1.625 % Senior Convertible Notes due 2026 (2026 Notes). As of March 30, 2024, the if-converted value is less than the outstanding principal of the 2026 Notes and are therefore anti-dilutive. 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 (loss) income per share because their effect would have been anti-dilutive ( in millions ): 
 
 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Restricted stock units 8.4 4.3 4.9 3.6 
 
 
 

 
 
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 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 nine months ended March 30, 2024, 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 1, 2023 $ ( 5.3 ) $ ( 125.4 ) $ ( 5.3 ) $ ( 136.0 ) 
 Other comprehensive loss before reclassification — ( 2.5 ) ( 1.0 ) ( 3.5 ) 
 Amounts reclassified out of accumulated other comprehensive loss — — 0.1 0.1 
 Net current-period other comprehensive loss — ( 2.5 ) ( 0.9 ) ( 3.4 ) 
 Ending balance as of March 30, 2024 $ ( 5.3 ) $ ( 127.9 ) $ ( 6.2 ) $ ( 139.4 ) 

 (1) The amount reclassified out of accumulated other comprehensive loss represents the amortization of actuarial gains included as a component of Cost of revenues, Research and development (R&D) and Selling, general and administrative (SG&A) in the Consolidated Statements of Operations, net of reclassification adjustments, for the nine months ended March 30, 2024. There was no tax impact for the nine months ended March 30, 2024. Refer to “Note 17. Employee Pension and Other Benefit Plans” for more details on the computation of net periodic cost for pension plans. 
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 VIAVI SOLUTIONS INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 

 Note 5. Acquisitions 
 Jackson Labs Technologies, LLC 
 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 included 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 included escrow payments of $ 5.0 million for indemnity holdback and $ 2.0 million subject to final cash and net working capital adjustments. The acquisition 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. In connection with this acquisition, the Company recorded approximately $ 48.3 million of goodwill and $ 30.6 million of developed technology and other intangibles. The acquired developed technology and other intangible assets are being amortized over their estimated useful lives ranging from one to six years . 
 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 was deductible for U.S. income tax purposes. 
 The Company has included the financial results of Jackson Labs in its Consolidated Financial Statements from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations. 
 Other Acquisitions 
 
 
 On March 29, 2023, April 21, 2023 and June 8, 2023, the Company completed acquisitions accounted for as asset purchases consisting of an aggregate cash paid at closing of $ 2.9 million and $ 0.2 million of indemnity holdback. In connection with these acquisitions, the Company recorded developed technology intangibles of $ 2.5 million which are being amortized over their estimated useful life of five years . 
 
 
 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 March 30, 2024 and April 1, 2023 ( in millions ): 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Beginning period balance $ 10.6 $ 33.2 $ 19.7 $ 2.5 
 Additions to Contingent Consideration — — — 29.4 
 Payments of Contingent Consideration — ( 6.6 ) ( 0.7 ) ( 7.1 ) 
 Fair value adjustment of earn-out liabilities 0.6 ( 1.9 ) ( 7.8 ) ( 0.2 ) 
 Currency translation adjustment — ( 0.1 ) — — 
 Ending period balance $ 11.2 $ 24.6 $ 11.2 $ 24.6 
 
 
 
 
 

 
 
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 VIAVI SOLUTIONS INC. 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 

 Note 6. Balance Sheet and Other Details 
 Contract Balances 
 Gross receivables include both billed and unbilled receivables (including Contract assets). As of March 30, 2024, and July 1, 2023, the Company had total unbilled receivables of $ 12.0 million and $ 13.7 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 table presents the activity related to deferred revenue ( in millions ): 
 
 March 30, 2024 
 Three Months Ended Nine Months Ended 
 Deferred revenue: 
 Balance at beginning of period $ 84.7 $ 102.0 
 Revenue deferrals for new contracts (1) 
 25.9 70.8 
 Revenue recognized during the period (2) 
 ( 25.2 ) ( 87.4 ) 
 Balance at end of period $ 85.4 $ 85.4 
 
 
 
 
 
 
 
 

 (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 currency fluctuations. 
 The value of the transaction price allocated to remaining performance obligations as of March 30, 2024, was $ 252.7 million. The Company expects to recognize approximately 89 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter. 
 Accounts receivable allowances - Credit losses 
 The following table presents the activities and balances for allowance for credit losses ( in millions ): 
 
 July 1, 2023 Charged to Costs and Expenses Deductions (1) 
 March 30, 2024 
 Allowance for credit losses $ 1.0 $ 0.9 $ ( 0.4 ) $ 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 ): 
 
 March 30, 2024 July 1, 2023 
 Finished goods $ 46.0 $ 49.0 
 Work in process 17.9 17.7 
 Raw materials 39.5 49.4 
 Inventories, net $ 103.4 $ 116.1 

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 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 ): 
 
 March 30, 2024 July 1, 2023 
 Refundable income taxes $ 29.2 $ 27.6 
 Prepayments 14.0 16.5 
 Advances to contract manufacturers 6.1 9.8 
 Transaction tax receivables 3.4 5.1 
 Asset held for sale 2.5 2.5 
 Fair value of forward contracts 1.5 3.5 
 Other 9.4 7.1 
 Prepayments and other current assets $ 66.1 $ 72.1 

 Other non-current assets 
 The following table presents the components of other non-current assets ( in millions ): 
 
 March 30, 2024 July 1, 2023 
 Operating right-of-use (ROU) assets (Note 12) $ 37.7 $ 40.4 
 Long-term restricted cash 5.3 4.6 
 Deposits 2.5 2.3 
 Deferred contract cost 2.5 2.9 
 Debt issuance cost - Revolving Credit Facility 2.2 2.8 
 Other 10.2 8.7 
 Other non-current assets $ 60.4 $ 61.7 

 Other current liabilities 
 The following table presents the components of other current liabilities ( in millions ): 
 
 March 30, 2024 July 1, 2023 
 
 
 
 Operating lease liabilities (Note 12) $ 9.9 $ 10.1 
 Interest payable 7.9 5.5 
 Income tax payable 6.5 4.4 
 Transaction tax payable 4.3 4.3 
 Warranty accrual 3.6 4.2 
 Fair value of forward contracts 3.0 2.4 
 
 Acquisition related holdback and related accruals 0.9 4.1 
 Restructuring accrual (Note 13) 0.8 5.8 
 Fair value of contingent consideration (Note 5) — 1.1 
 
 Other 9.2 7.9 
 Other current liabilities $ 46.1 $ 49.8 

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 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 ): 
 
 March 30, 2024 July 1, 2023 
 Pension and post-employment benefits $ 52.9 $ 53.2 
 Operating lease liabilities (Note 12) 27.3 29.4 
 Long-term deferred revenue 24.2 23.4 
 Uncertain tax position 16.2 15.8 
 Financing obligation 15.7 15.8 
 Deferred tax liability 13.5 13.9 
 Fair value of contingent consideration (Note 5) 11.2 18.6 
 Warranty accrual 4.2 4.8 
 Asset retirement obligations 3.6 3.8 
 Other 7.9 8.0 
 Other non-current liabilities $ 176.7 $ 186.7 

 
 Note 7. Investments and Forward Contracts 
 Short-Term Investments 
 As of March 30, 2024, the Company’s short-term investments of $ 28.4 million were comprised of 30-day term deposits of $ 27.0 million and trading securities related to the deferred compensation plan of $ 1.4 million, of which $ 1.3 million was invested in equity securities and $ 0.1 million was invested in debt securities. 
 As of July 1, 2023, the Company’s short-term investments of $ 14.6 million were comprised of a 30-day term deposit of $ 13.1 million and trading securities related to the deferred compensation plan of $ 1.5 million, of which $ 1.2 million was invested in equity securities, $ 0.2 million was invested in money market instruments and $ 0.1 million was invested in debt securities. 
 Trading securities are reported at fair value, with unrealized gains or losses resulting from changes in fair value recognized in the Consolidated Statements of Operations as a component of Interest 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 March 30, 2024, 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 $ 1.5 million and $ 3.0 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, respectively. As of July 1, 2023, the fair value of these contracts of $ 3.5 million and $ 2.4 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, 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 March 30, 2024 and July 1, 2023, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $ 76.1 million and $ 87.5 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $ 20.1 million and $ 19.3 million, respectively. 
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 The change in the fair value of these foreign currency forward contracts is recorded as gain or loss in the Consolidated Statements of Operations as a component of Interest 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 losses of $ 0.8 million and $ 0.9 million for the three and nine months ended March 30, 2024, respectively, and gains of $ 0.8 million and less than $ 0.1 million for the three and nine months ended April 1, 2023, 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 include asset-backed securities, 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. As of March 30, 2024 and July 1, 2023, the Company did not hold any Level 3 investment securities. The Company’s Level 3 liabilities consist of contingent purchase consideration liabilities related to business acquisitions. The fair value of such earn-out liabilities are 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 as a component of Selling, general and administrative (SG&A) expense in the Consolidated Statements of Operations. 
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 Fair Value Measurements 
 The Company’s assets and liabilities measured at fair value for the periods presented are as follows ( in millions ): 
 
 
 March 30, 2024 July 1, 2023 
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 
 Assets: 
 Debt available-for-sale securities: 
 Asset-backed securities (1) 
 $ 0.3 $ — $ 0.3 $ — $ 0.3 $ — $ 0.3 $ — 
 Total debt available-for-sale securities 0.3 — 0.3 — 0.3 — 0.3 — 
 Money market funds (2) 
 246.0 246.0 — — 344.8 344.8 — — 
 Trading securities (3) 
 1.4 1.4 — — 1.5 1.5 — — 
 Foreign currency forward contracts (4) 
 1.5 — 1.5 — 3.5 — 3.5 — 
 Total assets $ 249.2 $ 247.4 $ 1.8 $ — $ 350.1 $ 346.3 $ 3.8 $ — 
 
 Liabilities: 
 Foreign currency forward contracts (5) 
 $ 3.0 $ — $ 3.0 $ — $ 2.4 $ — $ 2.4 $ — 
 Contingent consideration (6) 
 11.2 — — 11.2 19.7 — — 19.7 
 Total liabilities $ 14.2 $ — $ 3.0 $ 11.2 $ 22.1 $ — $ 2.4 $ 19.7 
 
 
 
 
 
 
 

 (1) Included in Other non-current assets on the Consolidated Balance Sheets. 
 (2) Includes, as of March 30, 2024, $ 239.0 million in Cash and cash equivalents, $ 3.4 million in Restricted cash and $ 3.6 million in Other non-current assets on the Consolidated Balance Sheets. Includes, as of July 1, 2023, $ 336.5 million in Cash and cash equivalents, $ 4.3 million in Restricted cash and $ 4.0 million in Other non-current assets on the Consolidated Balance Sheets. 
 (3) Included in Short-term investments on the Consolidated Balance Sheets. 
 (4) Included in Other current assets on the Consolidated Balance Sheets. 
 (5) Included in Other current liabilities on the Consolidated Balance Sheets. 
 (6) As of March 30, 2024, included in Other non-current liabilities on the Consolidated Balance Sheets. As of July 1, 2023, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets. 
 
 
 Other Fair Value Measures 
 Fair Value of Debt: If measured at fair value on the Consolidated Balance Sheets, the Company’s 3.75 % Senior Notes (2029 Notes), 1.625 % Senior Convertible Notes (2026 Notes) and 1.00 % Senior Convertible Notes (2024 Notes) would be classified in Level 2 of the fair value hierarchy as they are not actively traded in the markets. The Company’s debt measured at fair value for the periods presented is as follows ( in millions ): 
 
 March 30, 2024 July 1, 2023 
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 
 Debt: 
 3.75 % Senior Notes 
 $ 344.1 $ — $ 344.1 $ — $ 341.8 $ — $ 341.8 $ — 
 1.625 % Senior Convertible Notes 
 244.3 — 244.3 — 262.7 — 262.7 — 
 1.00 % Senior Convertible Notes (1) 
 — — — — 95.6 — 95.6 — 
 Total $ 588.4 $ — $ 588.4 $ — $ 700.1 $ — $ 700.1 $ — 
 
 
 
 
 
 
 

 (1) The 2024 Notes were retired upon maturity on March 1, 2024. See “Note 11. Debt”, for further discussion of the Company’s debt. 
 
 
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 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 1, 2023 $ 399.2 $ 13.8 $ 42.2 $ 455.2 
 Currency translation ( 0.9 ) ( 0.1 ) — ( 1.0 ) 
 
 
 Other adjustment (1) 
 — ( 1.0 ) — ( 1.0 ) 
 Balance as of March 30, 2024 $ 398.3 $ 12.7 $ 42.2 $ 453.2 
 
 

 (1) Adjustment related to Goodwill acquired as part of a prior acquisition. 
 
 
 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 2023, the Company performed a quantitative assessment of goodwill impairment and concluded the fair value of each of the Company’s reporting units was at least two times the carrying value, and therefore no impairment was identified. 
 There were no events or changes in circumstances which triggered an impairment review during the three and nine months ended March 30, 2024. 
 
 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 March 30, 2024 Gross Carrying Amount Accumulated Amortization Net 
 Acquired developed technology $ 438.0 $ ( 400.3 ) $ 37.7 
 Customer relationships 194.9 ( 189.8 ) 5.1 
 Other (1) 
 39.7 ( 39.5 ) 0.2 
 Total intangibles $ 672.6 $ ( 629.6 ) $ 43.0 

 
 
 As of July 1, 2023 Gross Carrying Amount Accumulated Amortization Net 
 Acquired developed technology $ 438.5 $ ( 390.2 ) $ 48.3 
 Customer relationships 195.2 ( 185.9 ) 9.3 
 
 Other (1) 
 39.8 ( 38.8 ) 1.0 
 Total intangibles $ 673.5 $ ( 614.9 ) $ 58.6 

 (1) Other intangibles consist of customer backlog, patents, proprietary know-how and trade secrets, trademarks and trade names. 
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 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 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Cost of revenues $ 3.5 $ 5.9 $ 10.4 $ 18.7 
 Operating expenses 1.5 2.1 5.0 6.5 
 Total amortization of intangible assets $ 5.0 $ 8.0 $ 15.4 $ 25.2 

 Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of March 30, 2024, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ): 
 
 Fiscal Years 
 Remainder of 2024 $ 4.8 
 2025 15.8 
 2026 11.3 
 2027 7.5 
 2028 3.0 
 Thereafter 0.6 
 Total amortization $ 43.0 

 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 March 30, 2024 and July 1, 2023, the Company’s debt on the Consolidated Balance Sheets represented the carrying amount of the Senior Convertible and Senior Notes, net of unamortized debt discount and issuance costs. 
 The following table presents the carrying amounts of the Company’s debt ( in millions ): 
 
 March 30, 2024 July 1, 2023 
 Principal amount of 1.00 % Senior Convertible Notes 
 $ — $ 96.4 
 Unamortized 1.00 % Senior Convertible Notes debt issuance cost 
 — ( 0.2 ) 
 
 
 
 Short-term debt $ — $ 96.2 
 
 Principal amount of 3.75 % Senior Notes 
 $ 400.0 $ 400.0 
 Unamortized 3.75 % Senior Notes debt issuance cost 
 ( 4.8 ) ( 5.5 ) 
 
 
 Principal amount of 1.625 % Senior Convertible Notes 
 250.0 250.0 
 Unamortized 1.625 % Senior Convertible Notes debt discount 
 ( 9.3 ) ( 12.9 ) 
 Unamortized 1.625 % Senior Convertible Notes debt issuance cost 
 ( 1.5 ) ( 2.1 ) 
 Long-term debt $ 634.4 $ 629.5 
 
 
 

 The Company was in compliance with all debt covenants as of March 30, 2024 and July 1, 2023. 
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 1.625 % Senior Convertible Notes (2026 Notes) 
 On March 6, 2023, the Company issued $ 250.0 million aggregate principal amount of 1.625 % Senior Convertible Notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued $ 132.0 million aggregate principal amount of the 2026 Notes to certain holders of the 1.00 % Senior Convertible Notes due 2024 (2024 Notes) in exchange for $ 127.5 million principal amount of the 2024 Notes (the Exchange Transaction) and issued and sold $ 118.0 million aggregate principal amount of the 2026 Notes in a private placement to accredited institutional buyers (the Subscription Transactions). 
 The Exchange Transaction was accounted for as a modification. The $ 127.5 million principal of the 2024 Notes was reduced by $ 10.1 million, with offsetting increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option in the modification. The increase in principal and coupon interest, along with the increased option value, totaled $ 14.6 million and is a direct reduction from the carrying amount of the debt on the Consolidated Balance Sheets. This amount will be accreted as an adjustment to interest expense on a straight-line basis and will accrete up to the full face value of the 2026 Notes at maturity. 
 The proceeds of the Subscription Transactions amounted to $ 113.8 million after issuance costs of $ 4.2 million. The exchange resulted in $ 2.2 million of the issuance costs recorded as Loss on convertible note modification in the Consolidated Statements of Operations. The remaining issuance costs of $ 2.0 million as well as $ 0.3 million of unamortized costs carried over from the 2024 Notes at the exchange date were capitalized and will be amortized to interest expense using the straight-line method until maturity. 
 The 2026 Notes are an unsecured obligation of the Company and bear annual interest of 1.625 %, payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2023. The 2026 Notes mature on March 15, 2026 unless earlier converted, redeemed or repurchased. As of March 30, 2024, the expected remaining term of the 2026 Notes is 2.0 years. 
 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 of $ 7.0 million. The debt issuance costs were capitalized and will be amortized to interest expense using the straight-line method until maturity. 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 March 30, 2024, the expected remaining term of the 2029 Notes is 5.5 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). 
 In connection with the issuance of the 2023 Notes, the Company incurred $ 2.2 million of issuance costs. The debt issuance costs were capitalized and amortized to interest expense using the straight-line method from the issuance date through maturity on June 1, 2023. 
 See Senior Convertible Notes Settlement section below for details of the 2023 Notes exchange transactions during fiscal 2022. On June 1, 2023, the remaining 2023 Notes principal of $ 68.1 million was retired upon maturity. 
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 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 of $ 8.9 million. The debt issuance costs were capitalized and amortized to interest expense using the straight-line method from the issuance date through maturity on March 1, 2024. 
 See Senior Convertible Notes Settlement section below for details of the 2024 Notes exchange transactions during fiscal 2022. On March 1, 2024, the Company converted two notes at the request of the respective note-holders and retired the remaining 2024 Notes principal of $ 96.4 million upon maturity. 
 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 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 Consolidated Statements of Operations. 
 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 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 Consolidated Statements of Operations. 
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 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 U.S. 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 March 30, 2024, we had no borrowings under this facility and our available borrowing capacity was approximately $ 147.5 million, net of outstanding standby letters of credit of $ 4.1 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. 
 Interest Expense 
 The following table presents the interest expense for contractual interest, amortization of debt issuance costs, accretion of debt discount and other ( in millions ): 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 
 Interest expense-contractual interest $ 4.9 $ 4.8 $ 14.9 $ 14.0 
 Amortization of debt issuance cost 0.7 0.6 2.0 1.8 
 Accretion of debt discount 1.2 0.4 3.6 0.4 
 Other 0.9 0.9 2.9 2.8 
 Total interest expense $ 7.7 $ 6.7 $ 23.4 $ 19.0 
 
 

 
 
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 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. 
 Lease expense and cash flow information are as follows ( in millions ): 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 
 Operating lease costs (1) 
 $ 3.1 $ 3.2 $ 9.7 $ 9.7 
 
 Cash paid for amounts included in the measurement of operating lease liabilities $ 3.3 $ 2.9 $ 11.1 $ 11.1 
 Operating ROU assets obtained in exchange for operating lease obligations $ 3.5 $ 0.9 $ 6.1 $ 3.9 
 
 
 
 
 
 
 
 
 

 (1) Total variable lease costs were immaterial during the three and nine months ended March 30, 2024 and April 1, 2023. The total operating costs were included in Cost of revenues, R&D, and SG&A in the Consolidated Statements of Operations. 
 Balance sheet information related to our operating leases is as follows ( in millions ): 
 
 March 30, 2024 July 1, 2023 
 Operating ROU assets (Other non-current assets) $ 37.7 $ 40.4 
 
 Other current liabilities $ 9.9 $ 10.1 
 Other non-current liabilities 27.3 29.4 
 Total operating lease liabilities $ 37.2 $ 39.5 
 
 Weighted-average remaining lease term 6.5 years 6.8 years 
 Weighted-average discount rate 5.0 % 4.8 % 

 Future minimum operating lease payments as of March 30, 2024 are as follows ( in millions ): 
 
 Operating Leases 
 Remainder of 2024 $ 1.8 
 Fiscal 2025 11.0 
 Fiscal 2026 8.7 
 Fiscal 2027 6.7 
 Fiscal 2028 4.7 
 Thereafter 10.4 
 Total lease payments 43.3 
 Less: Interest ( 6.1 ) 
 Present value of lease liabilities $ 37.2 

 
 
 
 
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 Note 13. Restructuring and Related Charges 
 The Company’s restructuring events are primarily intended to reduce costs, consolidate operations, integrate various acquisitions, streamline product manufacturing and address market conditions. Restructuring charges primarily include severance, benefits and outplacement costs to eliminate a specified number of positions. The timing of associated cash payments is dependent upon the jurisdiction of the affected employees and can extend over multiple periods. 
 Fiscal 2023 Plan 
 During the second quarter of fiscal 2023, Management approved a restructuring and workforce reduction plan (the Fiscal 2023 Plan) to 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. 
 The first phase of the Fiscal 2023 Plan impacted our Network and Service Enablement (NSE) and Optical Security and Performance Products (OSP) segments and Corporate (Corp) functions and was substantially complete as of March 30, 2024. The second phase of the Fiscal 2023 Plan is primarily focused on reducing costs in our Service Enablement (SE) segment and the Company anticipates this phase to be substantially complete by the end of fiscal 2024. 
 A summary of the activity in the restructuring accrual is outlined below (in millions) : 
 
 
 
 
 Balance as of
 July 1, 2023 Restructuring and related (benefits) charges Cash Settlements Balance as of March 30, 2024 
 Fiscal 2023 Plan 
 NSE/Corp $ 3.5 $ ( 0.8 ) $ ( 2.5 ) $ 0.2 
 
 OSP 0.6 0.1 ( 0.7 ) — 
 Fiscal 2023 Plan Phase I 4.1 ( 0.7 ) ( 3.2 ) 0.2 
 NSE/Corp 1.7 ( 0.1 ) ( 1.0 ) 0.6 
 Fiscal 2023 Plan Phase II 1.7 ( 0.1 ) ( 1.0 ) 0.6 
 Total (1) 
 $ 5.8 $ ( 0.8 ) $ ( 4.2 ) $ 0.8 

 (1) Included in Other current liabilities on the Consolidated Balance Sheets as of March 30, 2024 and July 1, 2023. 
 
 Note 14. Income Taxes 
 The Company recorded an income tax provision of $ 9.0 million and $ 25.2 million for the three and nine months ended March 30, 2024, respectively. The Company recorded an income tax provision of $ 6.0 million and $ 28.7 million for the three and nine months ended April 1, 2023, respectively. 
 The income tax provision for the three and nine months ended March 30, 2024 and April 1, 2023 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 March 30, 2024 and July 1, 2023, the Company’s unrecognized tax benefits totaled $ 51.1 million and are included in deferred taxes and other non-current tax liabilities, net. The Company had $ 3.4 million accrued for the payment of interest and penalties as of March 30, 2024. 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. 
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 Note 15. Stockholders' Equity 
 Repurchase of Common Stock 
 In September 2022 the Board of Directors authorized a 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 nine months ended March 30, 2024, the Company repurchased 1.0 million shares of its common stock for $ 10.0 million under the 2022 Repurchase Plan. As of March 30, 2024, the Company had remaining authorization of $ 224.8 million for future share repurchases under the 2022 Repurchase Plan. 
 
 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 on the grant date. In the case of performance-based awards that include a market condition, the Company estimates 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 in annual installments over a period of three 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 March 30, 2024 and April 1, 2023, the Company granted 3.6 million and 3.1 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 March 30, 2024 and April 1, 2023 were estimated to be $ 35.1 million and $ 42.1 million, respectively. 
 During the nine months ended March 30, 2024 and April 1, 2023, the Company granted 1.2 million and 0.7 million performance-based awards, respectively. There were no performance-based shares attained over target during the nine months ended March 30, 2024. There were 0.1 million performance-based shares attained over target during the nine months ended April 1, 2023. The aggregate grant-date fair value of performance-based awards granted during the nine months ended March 30, 2024 and April 1, 2023 were estimated to be $ 13.4 million and $ 11.5 million, respectively. 
 As of March 30, 2024, $ 67.3 million of unrecognized stock-based compensation costs remain to be amortized. 
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 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 nine months ended March 30, 2024 and April 1, 2023, is as follows (in millions) : 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Cost of revenues $ 1.2 $ 1.2 $ 3.7 $ 3.6 
 Research and development 2.1 2.1 6.5 6.4 
 Selling, general and administrative 9.5 9.4 26.4 28.8 
 Total stock-based compensation expense $ 12.8 $ 12.7 $ 36.6 $ 38.8 

 Approximately $ 1.2 million of stock-based compensation was capitalized to inventory as of March 30, 2024 and April 1, 2023. 
 
 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 March 30, 2024, 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 nine months ended March 30, 2024, the Company contributed $ 0.7 million to the U.K. plan and $ 4.6 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 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 
 Interest cost $ 0.8 $ 0.7 $ 2.5 $ 2.1 
 Expected return on plan assets ( 0.4 ) ( 0.4 ) ( 1.4 ) ( 1.2 ) 
 Amortization of net actuarial losses 0.2 — 0.1 — 
 Net periodic benefit cost $ 0.6 $ 0.3 $ 1.2 $ 0.9 

 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. 
 Based on actuarial assumptions, the Company expects to incur cash outlays of approximately $ 8.7 million related to its defined benefit pension plans during fiscal 2024 to make current benefit payments and fund future obligations. As of March 30, 2024, approximately $ 5.3 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 1, 2023. 
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 Note 18. Commitments and Contingencies 
 Legal Proceedings 
 Tel-Instruments Electronics Corp. Settlement 
 In July 2023, the Court of Appeals in the State of Kansas affirmed a lower court decision in a case filed by Aeroflex Wichita (“Aeroflex”), a VIAVI subsidiary, against Tel-Instrument Electronics Corp. (TIC) and two of its employees with total damages of $ 7.3 million owed to VIAVI. The lower court case, filed by Aeroflex prior to the acquisition by VIAVI and affirmed by the Kansas Court of Appeals, awarded damages caused by tortious interference and improper use and disclosure of Aeroflex’s confidential and proprietary business information used by the defendants to win a competitive U.S. Army contract. 
 TIC did not file a petition to appeal the decision and acknowledged its obligation to pay damages in full. VIAVI subsequently received total payments of $ 7.3 million from TIC and the two former employees and recorded a gain to Interest and other income, net in the Consolidated Statements of Operations for the three months ended September 30, 2023. 
 U.K. Pension Settlement 
 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 continued 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 on the 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 SG&A expense in the 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 March 30, 2024, the Company had standby letters of credit of $ 7.0 million and performance bonds and other claims of $ 1.9 million collateralized by restricted cash. 
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 Product Warranties 
 The following table presents the changes in the Company’s warranty reserve during the three and nine months ended March 30, 2024 and April 1, 2023 ( in millions ): 
 
 Three Months Ended Nine Months Ended 
 March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023 
 Balance as of beginning of period $ 8.5 $ 9.4 $ 9.0 $ 10.6 
 Provision for warranty 0.2 0.3 0.9 1.3 
 Utilization of reserve ( 0.6 ) ( 0.1 ) ( 2.1 ) ( 1.3 ) 
 Adjustments to pre-existing warranties (includes changes in estimates) ( 0.3 ) ( 0.2 ) — ( 1.2 ) 
 
 Balance as of end of period $ 7.8 $ 9.4 $ 7.8 $ 9.4 

 
 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 CODM uses operating segment financial information to evaluate segment performance and to allocate resources. 
 The Company’s reportable segments are: 
 (i) Network Enablement (NE): 
 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): 
 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): 
 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 segments (NE and SE) 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. 
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 The Company does not allocate stock-based compensation, acquisition-related charges, amortization of intangibles, restructuring, 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. 
 The following tables present information on the Company’s reportable segments for the three months ended March 30, 2024 and April 1, 2023 ( in millions ): 
 
 Three Months Ended March 30, 2024 
 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 $ 124.0 $ 7.1 $ 131.1 $ 76.2 $ — $ 207.3 
 Service revenue 27.7 11.0 38.7 — — 38.7 
 Net revenue $ 151.7 $ 18.1 $ 169.8 $ 76.2 $ — $ 246.0 
 
 Gross profit $ 93.3 $ 11.0 $ 104.3 $ 38.2 $ ( 4.6 ) $ 137.9 
 Gross margin 61.5 % 60.8 % 61.4 % 50.1 % 56.1 % 
 
 Operating (loss) income $ ( 3.1 ) $ 26.1 $ ( 34.9 ) $ ( 11.9 ) 
 Operating margin ( 1.8 ) % 34.3 % ( 4.8 ) % 

 
 Three Months Ended April 1, 2023 
 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 
 $ 122.8 $ 11.9 $ 134.7 $ 70.5 $ — $ 205.2 
 Service revenue 
 29.1 13.5 42.6 — — 42.6 
 Net revenue $ 151.9 $ 25.4 $ 177.3 $ 70.5 $ — $ 247.8 
 
 Gross profit $ 94.5 $ 17.8 $ 112.3 $ 35.7 $ ( 7.0 ) $ 141.0 
 Gross margin 62.2 % 70.1 % 63.3 % 50.6 % 56.9 % 
 
 Operating income (loss) $ 2.5 $ 25.8 $ ( 30.4 ) $ ( 2.1 ) 
 Operating margin 1.4 % 36.6 % ( 0.8 ) % 

 (1) Other Items include charges (benefits) unrelated to core operating performance primarily consisting of stock-based compensation, amortization of acquisition-related intangibles, restructuring, changes in fair value of contingent consideration liabilities and other charges unrelated to core operating performance. During the three months ended March 30, 2024, Other Items include expenses related to the proposed acquisition of Spirent Communications plc (Spirent). 
 
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 Three Months Ended 
 March 30, 2024 April 1, 2023 
 Corporate reconciling items impacting gross profit: 
 Total segment gross profit $ 142.5 $ 148.0 
 
 Stock-based compensation ( 1.2 ) ( 1.2 ) 
 Amortization of intangibles ( 3.5 ) ( 5.9 ) 
 Other benefits unrelated to core operating performance (1) 
 0.1 0.1 
 GAAP gross profit $ 137.9 $ 141.0 
 
 Corporate reconciling items impacting operating income: 
 Total segment operating income $ 23.0 $ 28.3 
 
 Stock-based compensation ( 12.8 ) ( 12.7 ) 
 Amortization of intangibles ( 5.0 ) ( 8.0 ) 
 Change in fair value of contingent liability ( 0.6 ) 1.9 
 Other charges unrelated to core operating performance (1) 
 ( 16.4 ) ( 1.4 ) 
 Restructuring and related charges ( 0.1 ) ( 10.2 ) 
 GAAP operating loss from continuing operations $ ( 11.9 ) $ ( 2.1 ) 

 (1) During the three months ended March 30, 2024 and April 1, 2023, Other benefits (charges) unrelated to core operating performance primarily consisting of certain acquisition and integration related charges, accretion of debt discount and loss on disposal of long-lived assets. During the three months ended March 30, 2024, Other charges include expenses related to the proposed acquisition of Spirent. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 Nine Months Ended March 30, 2024 
 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 $ 369.6 $ 25.6 $ 395.2 $ 228.6 $ — $ 623.8 
 Service revenue 87.6 37.0 124.6 — — 124.6 
 Net revenue $ 457.2 $ 62.6 $ 519.8 $ 228.6 $ — $ 748.4 
 
 Gross profit $ 285.1 $ 41.3 $ 326.4 $ 117.9 $ ( 14.0 ) $ 430.3 
 Gross margin 62.4 % 66.0 % 62.8 % 51.6 % 57.5 % 
 
 Operating income $ 4.8 $ 82.7 $ ( 61.0 ) $ 26.5 
 Operating margin 0.9 % 36.2 % 3.5 % 

 
 Nine Months Ended April 1, 2023 
 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 $ 441.7 $ 33.6 $ 475.3 $ 239.1 $ — $ 714.4 
 Service revenue 
 90.0 38.0 128.0 0.1 — 128.1 
 Net revenue $ 531.7 $ 71.6 $ 603.3 $ 239.2 $ — $ 842.5 
 
 Gross profit $ 339.4 $ 47.9 $ 387.3 $ 128.0 $ ( 22.5 ) $ 492.8 
 Gross margin 63.8 % 66.9 % 64.2 % 53.5 % 58.5 % 
 
 Operating income $ 49.8 $ 91.9 $ ( 71.1 ) $ 70.6 
 Operating margin 8.3 % 38.4 % 8.4 % 

 (1) Other Items include charges (benefits) unrelated to core operating performance primarily consisting of stock-based compensation, amortization of acquisition-related intangibles, restructuring, changes in fair value of contingent consideration liabilities and other charges unrelated to core operating performance. During the nine months ended March 30, 2024, Other Items include expenses related to the proposed acquisition of Spirent. 
 
 
 
 
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 Nine Months Ended 
 March 30, 2024 April 1, 2023 
 Corporate reconciling items impacting gross profit: 
 Total segment gross profit $ 444.3 $ 515.3 
 
 Stock-based compensation ( 3.7 ) ( 3.6 ) 
 Amortization of intangibles ( 10.4 ) ( 18.7 ) 
 Other benefits (charges) unrelated to core operating performance (1) 
 0.1 ( 0.2 ) 
 GAAP gross profit $ 430.3 $ 492.8 
 
 Corporate reconciling items impacting operating income: 
 Total segment operating income $ 87.5 $ 141.7 
 
 Stock-based compensation ( 36.6 ) ( 38.8 ) 
 Amortization of intangibles ( 15.4 ) ( 25.2 ) 
 Change in fair value of contingent liability 7.8 0.1 
 Other (charges) benefits unrelated to core operating performance (1) 
 ( 17.6 ) 3.0 
 Restructuring and related benefits (charges) 0.8 ( 10.2 ) 
 GAAP operating income from continuing operations $ 26.5 $ 70.6 

 (1) During the nine months ended March 30, 2024 and April 1, 2023, Other benefits (charges) unrelated to core operating performance primarily consisting of certain acquisition and integration related charges, accretion of debt discount and loss on disposal of long-lived assets. During the nine months ended March 30, 2024, Other charges include expenses related to the proposed acquisition of Spirent. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 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 March 30, 2024 and April 1, 2023 (in millions): 
 
 Three Months Ended 
 March 30, 2024 April 1, 2023 
 
 Product Revenue Service Revenue Total Product Revenue Service Revenue Total 
 Americas: 
 United States $ 62.3 $ 14.0 $ 76.3 $ 68.5 $ 14.0 $ 82.5 
 Other Americas 8.8 3.2 12.0 14.0 4.0 18.0 
 Total Americas $ 71.1 $ 17.2 $ 88.3 $ 82.5 $ 18.0 $ 100.5 
 
 Asia-Pacific: 
 Greater China $ 45.7 $ 1.3 $ 47.0 $ 43.5 $ 1.8 $ 45.3 
 Other Asia-Pacific 36.5 6.2 42.7 24.1 6.1 30.2 
 Total Asia-Pacific $ 82.2 $ 7.5 $ 89.7 $ 67.6 $ 7.9 $ 75.5 
 
 
 
 
 EMEA: $ 54.0 $ 14.0 $ 68.0 $ 55.1 $ 16.7 $ 71.8 
 
 Total net revenue $ 207.3 $ 38.7 $ 246.0 $ 205.2 $ 42.6 $ 247.8 

 
 Nine Months Ended 
 March 30, 2024 April 1, 2023 
 
 Product Revenue Service Revenue Total Product Revenue Service Revenue Total 
 Americas: 
 United States $ 198.5 $ 45.3 $ 243.8 $ 227.0 $ 44.6 $ 271.6 
 Other Americas 37.1 11.0 48.1 47.4 10.8 58.2 
 Total Americas $ 235.6 $ 56.3 $ 291.9 $ 274.4 $ 55.4 $ 329.8 
 
 Asia-Pacific: 
 Greater China $ 141.0 $ 4.5 $ 145.5 $ 165.9 $ 5.7 $ 171.6 
 Other Asia 89.7 19.9 109.6 100.8 19.8 120.6 
 Total Asia-Pacific $ 230.7 $ 24.4 $ 255.1 $ 266.7 $ 25.5 $ 292.2 
 
 
 
 
 EMEA: $ 157.5 $ 43.9 $ 201.4 $ 173.3 $ 47.2 $ 220.5 
 
 Total net revenue $ 623.8 $ 124.6 $ 748.4 $ 714.4 $ 128.1 $ 842.5 

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 Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
VIAVI SOLUTIONS INC. 10-Q

Item 1. Financial Statements
