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 September 28, 2024 September 30, 2023 Revenues: Product revenue $ 197.5 $ 205.6 Service revenue 40.7 42.3 Total net revenue 238.2 247.9 Cost of revenues: Product cost of revenue 81.9 78.2 Service cost of revenue 16.9 21.8 Amortization of acquired technologies 3.3 3.5 Total cost of revenues 102.1 103.5 Gross profit 136.1 144.4 Operating expenses: Research and development 49.4 49.9 Selling, general and administrative 74.1 77.2 Amortization of other intangibles 1.1 2.1 Restructuring and related benefits — ( 0.8 ) Total operating expenses 124.6 128.4 Income from operations 11.5 16.0 Interest and other income, net 3.2 10.2 Interest expense ( 7.5 ) ( 7.8 ) Income before income taxes 7.2 18.4 Provision for income taxes 9.0 8.6 Net (loss) income $ ( 1.8 ) $ 9.8 Net (loss) income per share: Basic $ ( 0.01 ) $ 0.04 Diluted $ ( 0.01 ) $ 0.04 Shares used in per share calculations: Basic 222.0 222.0 Diluted 222.0 224.2 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 September 28, 2024 September 30, 2023 Net (loss) income $ ( 1.8 ) $ 9.8 Other comprehensive income (loss): Net change in cumulative translation adjustment, net of tax 30.3 ( 20.4 ) Amortization of net actuarial losses (gains) and other pension adjustments 0.1 ( 0.1 ) Net change in accumulated other comprehensive loss 30.4 ( 20.5 ) Comprehensive income (loss) $ 28.6 $ ( 10.7 ) 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) September 28, 2024 June 29, 2024 ASSETS Current assets: Cash and cash equivalents $ 467.9 $ 471.3 Short-term investments 25.2 19.9 Restricted cash 4.8 5.0 Accounts receivable, net 203.1 213.1 Inventories, net 93.2 96.5 Prepayments and other current assets 69.8 70.7 Total current assets 864.0 876.5 Property, plant and equipment, net 230.5 228.2 Goodwill, net 461.2 452.9 Intangibles, net 34.0 38.2 Deferred income taxes 86.1 82.5 Other non-current assets 61.8 58.0 Total assets $ 1,737.6 $ 1,736.3 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 47.4 $ 50.4 Accrued payroll and related expenses 44.4 48.2 Deferred revenue 63.7 65.7 Accrued expenses 23.8 25.3 Other current liabilities 53.5 57.5 Total current liabilities 232.8 247.1 Long-term debt 637.6 636.0 Other non-current liabilities 165.1 171.6 Total liabilities 1,035.5 1,054.7 Commitments and contingencies (Note 18) Stockholders’ equity: Preferred stock, $ 0.001 par value; 1 million shares authorized, no shares issued or outstanding at September 28, 2024 and June 29, 2024 — — Common stock, $ 0.001 par value; 1 billion shares authorized; 222 million shares at September 28, 2024 and June 29, 2024, issued and outstanding 0.2 0.2 Additional paid-in capital 70,480.2 70,471.9 Accumulated deficit ( 69,664.7 ) ( 69,646.5 ) Accumulated other comprehensive loss ( 113.6 ) ( 144.0 ) Total stockholders’ equity 702.1 681.6 Total liabilities and stockholders’ equity $ 1,737.6 $ 1,736.3 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 4 Table of Contents VIAVI SOLUTIONS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Three Months Ended September 28, 2024 September 30, 2023 OPERATING ACTIVITIES: Net (loss) income $ ( 1.8 ) $ 9.8 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation expense 9.7 9.8 Amortization of acquired technologies and other intangibles 4.4 5.6 Stock-based compensation 12.7 11.2 Amortization of debt issuance costs 1.8 1.9 Net change in fair value of contingent liabilities ( 3.5 ) ( 1.4 ) Deferred taxes, net ( 4.7 ) 1.2 Restructuring — ( 0.8 ) Other ( 0.2 ) 0.2 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 13.2 38.0 Inventories 2.9 ( 0.3 ) Other current and non-currents assets ( 2.4 ) 3.9 Accounts payable ( 4.0 ) ( 7.6 ) Income taxes payable 2.6 ( 0.6 ) Deferred revenue, current and non-current ( 4.6 ) ( 10.1 ) Accrued payroll and related expenses ( 5.1 ) ( 9.1 ) Accrued expenses and other current and non-current liabilities ( 7.5 ) ( 1.4 ) Net cash provided by operating activities $ 13.5 $ 50.3 INVESTING ACTIVITIES: Purchases of short-term investments $ ( 43.3 ) $ ( 52.3 ) Maturities of short-term investments 38.6 45.8 Capital expenditures ( 7.3 ) ( 6.7 ) Proceeds from the sale of assets 3.5 0.6 Other investing activities ( 3.0 ) — Net cash used in investing activities $ ( 11.5 ) $ ( 12.6 ) FINANCING ACTIVITIES: Repurchase and retirement of common stock $ ( 16.4 ) $ ( 10.0 ) Withholding tax payment on vesting of restricted stock and performance- based awards ( 7.3 ) ( 9.1 ) Proceeds from employee stock purchase plan 2.7 3.0 Net cash used in financing activities $ ( 21.0 ) $ ( 16.1 ) Effect of exchange rates on cash, cash equivalents and restricted cash $ 15.3 $ ( 9.3 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 3.7 ) 12.3 Cash, cash equivalents and restricted cash at the beginning of the period (1) 481.8 515.6 Cash, cash equivalents and restricted cash at the end of the period (2) $ 478.1 $ 527.9 (1) These amounts include both current and non-current balances of restricted cash totaling $ 10.5 million and $ 9.1 million as of June 29, 2024 and July 1, 2023, respectively. (2) These amounts include both current and non-current balances of restricted cash totaling $ 10.2 million and $ 7.3 million as of September 28, 2024 and September 30, 2023, 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 September 28, 2024 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shares Amount Balance at June 29, 2024 221.9 $ 0.2 $ 70,471.9 $ ( 69,646.5 ) $ ( 144.0 ) $ 681.6 Net loss — — — ( 1.8 ) — ( 1.8 ) Other comprehensive income — — — — 30.4 30.4 Shares issued under employee stock plans, net of tax 1.9 — ( 4.7 ) — — ( 4.7 ) Stock-based compensation — — 12.7 — — 12.7 Repurchase of common stock ( 2.0 ) — 0.3 ( 16.4 ) — ( 16.1 ) Balance at September 28, 2024 221.8 $ 0.2 $ 70,480.2 $ ( 69,664.7 ) $ ( 113.6 ) $ 702.1 Three Months Ended September 30, 2023 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shares Amount Balance at July 1, 2023 221.5 $ 0.2 $ 70,427.3 $ ( 69,600.7 ) $ ( 136.0 ) $ 690.8 Net income — — — 9.8 — 9.8 Other comprehensive loss — — — — ( 20.5 ) ( 20.5 ) Shares issued under employee stock plans, net of tax 1.9 — ( 6.1 ) — — ( 6.1 ) Stock-based compensation — — 11.2 — — 11.2 Repurchase of common stock ( 1.0 ) — — ( 10.0 ) — ( 10.0 ) Balance at September 30, 2023 222.4 $ 0.2 $ 70,432.4 $ ( 69,600.9 ) $ ( 156.5 ) $ 675.2 The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements. 6 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation The financial information for Viavi Solutions Inc. (VIAVI, also referred to as the Company, we, our and us) for the three months ended September 28, 2024 and September 30, 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 June 29, 2024. There have been no material changes to the Company’s accounting policies during the three months ended September 28, 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 June 29, 2024 on Form 10-K, filed with the SEC on August 16, 2024. The Consolidated Balance Sheet as of June 29, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results for the three months ended September 28, 2024 and September 30, 2023 may not be indicative of results for the fiscal year ending June 28, 2025 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 2025 is a 52-week year ending on June 28, 2025. The Company’s fiscal 2024 was a 52-week year ending on June 29, 2024. Principles of Consolidation The Consolidated Financial Statements include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated. Use of Estimates The preparation of the 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. 7 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 2. Recently Issued Accounting Pronouncements SEC Climate Rules In March 2024, the SEC issued its final climate disclosure rules, which require the disclosure of climate-related information in annual reports and registration statements. The rules require disclosure in the audited financial statements of certain effects of severe weather events and other natural conditions above certain financial thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates, if material. 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 and continue to monitor the status of the related legal challenges. Accounting Standards Issued But Not Yet Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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. This ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures. 8 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 (loss) income per share ( in millions, except per share data ): Three Months Ended September 28, 2024 September 30, 2023 Numerator: Net (loss) income $ ( 1.8 ) $ 9.8 Denominator: Weighted-average shares outstanding: Basic 222.0 222.0 Effect of dilutive securities from stock-based compensation plans — 2.2 Diluted 222.0 224.2 Net (loss) income per share: Basic $ ( 0.01 ) $ 0.04 Diluted $ ( 0.01 ) $ 0.04 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 September 28, 2024 (1) September 30, 2023 (1)(2) Restricted stock units 2.5 0.5 (1) The Company’s 1.625 % Senior Convertible Notes due 2026 (2026 Notes) are not included in the table above. The par amount of convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and then the “in-the-money” conversion benefit feature at the conversion price above $ 13.19 per share is payable in cash, shares of the Company’s common stock or a combination of both at the Company’s election. Refer to “Note 11. Debt” for more details. (2) The Company’s 1.00 % Senior Convertible Notes due 2024 (2024 Notes) are not included in the table above. The par amount of convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and then the “in-the-money” conversion benefit feature at the conversion price above $ 13.22 per share is payable in cash, shares of the Company’s common stock or a combination of both at the Company’s election. Refer to “Note 11. Debt” for more details. 9 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 three months ended September 28, 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 Change in unrealized components of defined benefit obligations (1) Total Beginning balance as of June 29, 2024 $ ( 5.3 ) $ ( 131.4 ) $ ( 7.3 ) $ ( 144.0 ) Other comprehensive income before reclassification — 30.3 — 30.3 Amounts reclassified out of accumulated other comprehensive loss — — 0.1 0.1 Net current-period other comprehensive income — 30.3 0.1 30.4 Ending balance as of September 28, 2024 $ ( 5.3 ) $ ( 101.1 ) $ ( 7.2 ) $ ( 113.6 ) (1) The amount reclassified out of accumulated other comprehensive loss represents the amortization of actuarial loss 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 three months ended September 28, 2024. There was no tax impact for the three months ended September 28, 2024. Refer to “Note 17. Employee Pension and Other Benefit Plans” for more details on the computation of net periodic cost for pension plans. 10 Table of Contents 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 . Acquisition-related costs incurred were approximately $ 0.8 million and have been recorded within SG&A expense in the Consolidated Statements of Operations in fiscal year 2023. 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 in the year of acquisition. 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 5 years. 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 4 years. 11 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Acquisition-related Contingent Consideration The following table provides a reconciliation of changes in the fair value of the Company’s earn-out liabilities associated with the Company’s acquisitions for the three months ended September 28, 2024 and September 30, 2023 ( in millions ): Three Months Ended September 28, 2024 September 30, 2023 Beginning period balance $ 9.5 $ 19.7 Fair value adjustment of earn-out liabilities ( 3.5 ) ( 1.4 ) Ending period balance $ 6.0 $ 18.3 Note 6. Balance Sheet and Other Details Contract Balances Gross receivables include both billed and unbilled receivables (including Contract assets). As of September 28, 2024, and June 29, 2024, the Company had total unbilled receivables of $ 14.4 million and $ 16.3 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. The following table presents the activity related to deferred revenue ( in millions ): September 28, 2024 Three Months Ended Deferred revenue: Balance at beginning of period $ 91.4 Revenue deferrals for new contracts (1) 24.9 Revenue recognized during the period (2) ( 27.5 ) Balance at end of period $ 88.8 (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 September 28, 2024, was $ 258.9 million. The Company expects to recognize approximately 89 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter. 12 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounts receivable allowances - Credit losses The following table presents the activities and balances for allowance for credit losses ( in millions ): June 29, 2024 Charged to Costs and Expenses Deductions (1) September 28, 2024 Allowance for credit losses $ 1.6 $ 0.1 $ ( 0.3 ) $ 1.4 (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 ): September 28, 2024 June 29, 2024 Finished goods $ 45.2 $ 44.6 Work in process 12.9 15.4 Raw materials 35.1 36.5 Inventories, net $ 93.2 $ 96.5 Prepayments and other current assets The following table presents the components of prepayments and other current assets ( in millions ): September 28, 2024 June 29, 2024 Refundable income taxes $ 29.6 $ 28.5 Prepayments 17.0 18.5 Advances to contract manufacturers 4.7 5.7 Transaction tax receivables 2.1 3.3 Fair value of forward contracts 4.9 1.7 Asset held for sale — 2.5 Other current assets 11.5 10.5 Prepayments and other current assets $ 69.8 $ 70.7 Other non-current assets The following table presents the components of other non-current assets ( in millions ): September 28, 2024 June 29, 2024 Operating right-of-use (ROU) assets $ 35.4 $ 35.8 Long-term restricted cash 5.4 5.5 Long-term investment (Note 7) 3.0 — Deposits 2.5 2.4 Deferred contract cost 2.4 2.5 Debt issuance cost - Revolving Credit Facility 1.8 1.9 Other non-current assets 11.3 9.9 Other non-current assets $ 61.8 $ 58.0 13 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Other current liabilities The following table presents the components of other current liabilities ( in millions ): September 28, 2024 June 29, 2024 Operating lease liabilities $ 9.7 $ 9.8 Interest payable 7.9 5.1 Income tax payable 6.4 5.3 Restructuring accrual 5.7 14.1 Transaction tax payable 4.5 4.0 Warranty accrual 4.0 3.4 Fair value of forward contracts 3.3 1.5 Other current liabilities 12.0 14.3 Other current liabilities $ 53.5 $ 57.5 Other non-current liabilities The following table presents components of other non-current liabilities ( in millions ): September 28, 2024 June 29, 2024 Pension and post-employment benefits $ 53.5 $ 51.2 Operating lease liabilities 25.6 25.7 Long-term deferred revenue 25.1 25.7 Uncertain tax position 17.3 17.0 Financing obligation 15.7 15.7 Deferred tax liability 7.5 11.7 Fair value of contingent consideration (Note 5) 6.0 9.5 Asset retirement obligations 3.1 3.0 Warranty accrual 3.0 4.0 Restructuring accrual 1.1 0.8 Other non-current liabilities 7.2 7.3 Other non-current liabilities $ 165.1 $ 171.6 14 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 7. Investments and Forward Contracts Short-Term Investments As of September 28, 2024, the Company’s short-term investments of $ 25.2 million were comprised of 30-day term deposits of $ 23.6 million and trading securities related to the deferred compensation plan of $ 1.6 million, of which $ 1.4 million was invested in equity securities, $ 0.1 million was invested in money market instruments and $ 0.1 million was invested in debt securities. As of June 29, 2024, the Company’s short-term investments of $ 19.9 million were comprised of 30-day term deposits of $ 18.4 million and trading securities related to the deferred compensation plan of $ 1.5 million, of which $ 1.4 million was invested in equity securities 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. Strategic Investment During the first fiscal quarter of 2025, the Company invested $ 3.0 million in a non-marketable equity security in a privately held company. The investment is included in Other non-current assets on our Consolidated Balance Sheets and is classified as Level 3 within the fair value hierarchy. This investment is carried at cost and because the investment does not have a readily determinable fair value it will be adjusted for changes resulting from observable price changes under the Measurement Alternative methodology. There were no impairments or adjustments to the carrying value for the three months ended September 28, 2024. 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 September 28, 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 $ 4.9 million and $ 3.3 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, respectively. As of June 29, 2024, the fair value of these contracts of $ 1.7 million and $ 1.5 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 September 28, 2024 and June 29, 2024, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $ 91.2 million and $ 81.9 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $ 23.9 million and $ 26.8 million, respectively. 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 a gain of $ 1.4 million for the three months ended September 28, 2024 and a loss of $ 3.6 million for the three months ended September 30, 2023, respectively. 15 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 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. The Company’s Level 3 assets consist of an investment in a non-marketable equity security in a privately held company. We measure the non-marketable equity security under the Measurement Alternative at cost minus impairment, if any, adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer. 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 SG&A expense in the Consolidated Statements of Operations. 16 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 ): September 28, 2024 June 29, 2024 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) 289.4 289.4 — — 295.3 295.3 — — Trading securities (3) 1.6 1.6 — — 1.5 1.5 — — Foreign currency forward contracts (4) 4.9 — 4.9 — 1.7 — 1.7 — Non-marketable equity security (5) 3.0 — — 3.0 — — — — Total assets $ 299.2 $ 291.0 $ 5.2 $ 3.0 $ 298.8 $ 296.8 $ 2.0 $ — Liabilities: Foreign currency forward contracts (6) $ 3.3 $ — $ 3.3 $ — $ 1.5 $ — $ 1.5 $ — Contingent consideration (7) 6.0 — — 6.0 9.5 — — 9.5 Total liabilities $ 9.3 $ — $ 3.3 $ 6.0 $ 11.0 $ — $ 1.5 $ 9.5 (1) Included in Other non-current assets on the Consolidated Balance Sheets. (2) Includes, as of September 28, 2024, $ 281.0 million in Cash and cash equivalents, $ 4.7 million in Restricted cash and $ 3.7 million in Other non-current assets on the Consolidated Balance Sheets. Includes, as of June 29, 2024, $ 286.7 million in Cash and cash equivalents, $ 4.9 million in Restricted cash and $ 3.7 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 Prepayments and other current assets on the Consolidated Balance Sheets. (5) Included in Other non-current assets on the Consolidated Balance Sheets. (6) Included in Other current liabilities on the Consolidated Balance Sheets. (7) Included in 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) and 1.625 % Senior Convertible Notes (2026 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 ): September 28, 2024 June 29, 2024 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Debt: 3.75 % Senior Notes $ 363.7 $ — $ 363.7 $ — $ 338.9 $ — $ 338.9 $ — 1.625 % Senior Convertible Notes 248.5 — 248.5 — 238.1 — 238.1 — Total $ 612.2 $ — $ 612.2 $ — $ 577.0 $ — $ 577.0 $ — 17 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 June 29, 2024 $ 398.1 $ 12.6 $ 42.2 $ 452.9 Currency translation 8.0 0.3 — 8.3 Balance as of September 28, 2024 $ 406.1 $ 12.9 $ 42.2 $ 461.2 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 2024, the Company performed a qualitative assessment of goodwill impairment and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount and that no indication of impairment existed. There were no events or changes in circumstances which triggered an impairment review during the three months ended September 28, 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 as of September 28, 2024 and June 29, 2024 ( in millions ): As of September 28, 2024 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 438.3 $ ( 407.2 ) $ 31.1 Customer relationships 198.1 ( 195.2 ) 2.9 Other (1) 37.7 ( 37.7 ) — Total intangibles $ 674.1 $ ( 640.1 ) $ 34.0 As of June 29, 2024 Gross Carrying Amount Accumulated Amortization Net Acquired developed technology $ 436.2 $ ( 401.9 ) $ 34.3 Customer relationships 194.8 ( 191.0 ) 3.8 Other (1) 36.7 ( 36.6 ) 0.1 Total intangibles $ 667.7 $ ( 629.5 ) $ 38.2 (1) Other intangibles consist primarily of patents, proprietary know-how and trade secrets, trademarks and trade names. 18 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 September 28, 2024 September 30, 2023 Cost of revenues $ 3.3 $ 3.5 Operating expenses 1.1 2.1 Total amortization of intangible assets $ 4.4 $ 5.6 Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of September 28, 2024, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ): Fiscal Years Remainder of 2025 $ 11.5 2026 11.4 2027 7.5 2028 3.0 2029 0.6 Total amortization $ 34.0 The acquired developed technology, customer relationships and other intangibles balances are adjusted quarterly to record the effect of currency translation adjustments. Note 11. Debt As of September 28, 2024 and June 29, 2024, 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, as follows ( in millions ): September 28, 2024 June 29, 2024 Principal amount of 3.75 % Senior Notes $ 400.0 $ 400.0 Unamortized 3.75 % Senior Notes debt issuance cost ( 4.4 ) ( 4.6 ) Principal amount of 1.625 % Senior Convertible Notes 250.0 250.0 Unamortized 1.625 % Senior Convertible Notes debt discount ( 6.9 ) ( 8.1 ) Unamortized 1.625 % Senior Convertible Notes debt issuance cost ( 1.1 ) ( 1.3 ) Long-term debt $ 637.6 $ 636.0 The Company was in compliance with all debt covenants as of September 28, 2024 and June 29, 2024. 19 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets 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 interest at an annual rate 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 September 28, 2024, the expected remaining term of the 2026 Notes is 1.5 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. In connection with the issuance of the 2029 Notes, the Company incurred $ 7.0 million of issuance costs. 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 September 28, 2024, the expected remaining term of the 2029 Notes is 5.0 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. During fiscal 2022, the Company entered into separate privately-negotiated agreements with certain holders of the 2023 Notes, settling $ 156.9 million principal in exchange for an aggregate of 2.0 million shares of its common stock, par value $ 0.001 per share, and $ 168.5 million in cash. On June 1, 2023, the remaining 2023 Notes principal of $ 68.1 million was retired upon maturity. 20 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. During fiscal 2022, the Company entered into separate privately-negotiated agreements with certain holders of the 2024 Notes, settling $ 236.1 million principal in exchange for an aggregate of 8.6 million shares of its common stock, par value $ 0.001 per share, and $ 178.8 million in cash. During fiscal 2023 the Exchange Transaction resulted in the reduction of $ 127.5 million principal of the 2024 Notes. 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 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 adjusted Term Canadian Overnight Repo Rate Average (CORRA) 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 September 28, 2024, we had no borrowings under this facility and our available borrowing capacity was approximately $ 143.7 million, net of outstanding standby letters of credit of $ 4.2 million. 21 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Interest Expense The following table presents the interest expense for contractual interest, amortization of debt issuance cost, accretion of debt discount and other ( in millions ): Three Months Ended September 28, 2024 September 30, 2023 Interest expense-contractual interest $ 4.8 $ 5.0 Amortization of debt issuance cost 0.6 0.7 Accretion of debt discount 1.2 1.2 Other 0.9 0.9 Total interest expense $ 7.5 $ 7.8 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 related to our operating leases is as follows ( in millions ): Three Months Ended September 28, 2024 September 30, 2023 Operating lease costs (1) $ 3.3 $ 3.3 Cash paid for amounts included in the measurement of operating lease liabilities $ 4.7 $ 4.6 Operating ROU assets obtained in exchange for operating lease obligations $ 1.7 $ 0.9 Weighted-average remaining lease term 6.1 years 6.7 years Weighted-average discount rate 5.7 % 4.8 % (1) Total variable lease costs were immaterial during the three months ended September 28, 2024 and September 30, 2023. The total operating costs were included in Cost of revenues, R&D, and SG&A in the Consolidated Statements of Operations. Future minimum operating lease payments as of September 28, 2024 are as follows ( in millions ): Operating Leases Remainder of 2025 $ 7.6 Fiscal 2026 9.9 Fiscal 2027 7.6 Fiscal 2028 5.3 Fiscal 2029 3.4 Thereafter 8.8 Total lease payments 42.6 Less: Interest ( 7.3 ) Present value of lease liabilities $ 35.3 22 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 13. Restructuring 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 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 2024 Plan During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our Network and Service Enablement (NSE) and Optical Security and Performance Products (OSP) segments and Corporate (Corp) functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs. The Company expects approximately 6 % of its global workforce to be affected. The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of fiscal 2025. Fiscal 2023 Plan The restructuring and workforce reduction plan initiated in the second quarter of fiscal 2023 (the Fiscal 2023 Plan) across various functions to better align the Company’s workforce with current business needs and strategic growth opportunities was completed in the first quarter of fiscal 2025. The Fiscal 2023 Plan impacted approximately 5 % of the Company’s global workforce. A summary of the activity in the restructuring accrual is outlined below (in millions) : Balance as of June 29, 2024 Restructuring and related charges (benefits) Non-cash settlements and other adjustments (1) Cash settlements Balance as of September 28, 2024 Fiscal 2024 Plan NSE/Corp $ 13.4 $ 0.1 $ 0.3 $ ( 7.6 ) $ 6.2 OSP 1.2 0.1 — ( 0.7 ) 0.6 Fiscal 2024 Plan 14.6 0.2 0.3 ( 8.3 ) 6.8 Fiscal 2023 Plan NSE 0.3 ( 0.2 ) — ( 0.1 ) — Fiscal 2023 Plan 0.3 ( 0.2 ) — ( 0.1 ) — Total (2) $ 14.9 $ — $ 0.3 $ ( 8.4 ) $ 6.8 (1) Includes currency translation adjustments. (2) Includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets as of September 28, 2024 and June 29, 2024. Note 14. Income Taxes The Company recorded an income tax provision of $ 9.0 million and $ 8.6 million for the three months ended September 28, 2024 and September 30, 2023, respectively. The income tax provision for the three months ended September 28, 2024 and September 30, 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. 23 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of September 28, 2024 and June 29, 2024, the Company’s unrecognized tax benefits (net of Federal benefits) totaled $ 50.8 million and $ 50.7 million, respectively, and are included in deferred taxes and other non-current tax liabilities. The Company had $ 4.0 million accrued for the payment of interest and penalties as of September 28, 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. 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 three months ended September 28, 2024, the Company repurchased 2.0 million shares of its common stock for $ 16.4 million under the 2022 Repurchase Plan. As of September 28, 2024, the Company had remaining authorization of $ 198.4 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 three months ended September 28, 2024 and September 30, 2023, the Company granted 4.2 million and 2.9 million time-based restricted stock awards, respectively. The aggregate grant-date fair value of time-based restricted stock awards granted during the three months ended September 28, 2024 and September 30, 2023 were estimated to be $ 35.3 million and $ 30.0 million, respectively. During the three months ended September 28, 2024 and September 30, 2023, the Company granted 1.5 million and 0.8 million performance-based awards, respectively. There were no performance-based shares attained over target during the three months ended September 28, 2024 and September 30, 2023. The aggregate grant-date fair value of performance-based awards granted during the three months ended September 28, 2024 and September 30, 2023 were estimated to be $ 15.1 million and $ 9.7 million, respectively. 24 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) As of September 28, 2024, $ 90.9 million of unrecognized stock-based compensation costs remain to be amortized. The impact on the Company’s results of operations of recording stock-based compensation by function for the three months ended September 28, 2024 and September 30, 2023, is as follows (in millions) : Three Months Ended September 28, 2024 September 30, 2023 Cost of revenues $ 1.2 $ 1.2 Research and development 2.1 2.1 Selling, general and administrative 9.4 7.9 Total stock-based compensation expense $ 12.7 $ 11.2 Approximately $ 1.2 million of stock-based compensation was capitalized to inventory as of September 28, 2024 and September 30, 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 September 28, 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 three months ended September 28, 2024, the Company contributed $ 0.3 million to the U.K. plan and $ 0.9 million to the other plans. The funded plan assets consist primarily of managed investments. The following table presents the components of net periodic cost for the pension and benefits plans ( in millions ): Three Months Ended September 28, 2024 September 30, 2023 Interest cost $ 0.8 $ 0.9 Expected return on plan assets ( 0.4 ) ( 0.5 ) Amortization of net actuarial losses (gains) 0.1 ( 0.1 ) Net periodic benefit cost $ 0.5 $ 0.3 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 $ 9.3 million related to its defined benefit pension plans during fiscal 2025 to make current benefit payments and fund future obligations. As of September 28, 2024, approximately $ 1.2 million had been incurred. These payments have been estimated based on the same assumptions used to measure the Company’s projected benefit obligation at June 29, 2024. 25 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 18. Commitments and Contingencies Legal Proceedings 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. 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. 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 fiscal 2023. Guarantees Outstanding Letters of Credit, Performance Bonds and Other Claims As of September 28, 2024, the Company had standby letters of credit of $ 8.3 million and performance bonds and other claims of $ 1.9 million collateralized by restricted cash. 26 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Product Warranties The following table presents the changes in the Company’s warranty reserve during the three months ended September 28, 2024 and September 30, 2023 ( in millions ): Three Months Ended September 28, 2024 September 30, 2023 Balance as of beginning of period $ 7.5 $ 9.0 Provision for warranty 0.2 0.4 Utilization of reserve ( 0.7 ) ( 0.8 ) Adjustments to pre-existing warranties (includes changes in estimates) — 0.2 Balance as of end of period $ 7.0 $ 8.8 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. NE 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. 27 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 September 28, 2024 and September 30, 2023 ( in millions ): Three Months Ended September 28, 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 $ 112.6 $ 6.1 $ 118.7 $ 78.8 $ — $ 197.5 Service revenue 29.0 11.7 40.7 — — 40.7 Net revenue $ 141.6 $ 17.8 $ 159.4 $ 78.8 $ — $ 238.2 Gross profit $ 86.3 $ 10.8 $ 97.1 $ 43.6 $ ( 4.6 ) $ 136.1 Gross margin 60.9 % 60.7 % 60.9 % 55.3 % 57.1 % Operating (loss) income $ ( 7.3 ) $ 31.2 $ ( 12.4 ) $ 11.5 Operating margin ( 4.6 ) % 39.6 % 4.8 % Three Months Ended September 30, 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 $ 120.4 $ 7.7 $ 128.1 $ 77.5 $ — $ 205.6 Service revenue 29.6 12.7 42.3 — — 42.3 Net revenue $ 150.0 $ 20.4 $ 170.4 $ 77.5 $ — $ 247.9 Gross profit $ 94.6 $ 13.7 $ 108.3 $ 40.7 $ ( 4.6 ) $ 144.4 Gross margin 63.1 % 67.2 % 63.6 % 52.5 % 58.2 % Operating income $ 1.5 $ 29.3 $ ( 14.8 ) $ 16.0 Operating margin 0.9 % 37.8 % 6.5 % (1) See below table for details of reconciling items impacting gross profit and operating income. 28 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three Months Ended September 28, 2024 September 30, 2023 Corporate reconciling items impacting gross profit: Total segment gross profit $ 140.7 $ 149.0 Stock-based compensation ( 1.2 ) ( 1.2 ) Amortization of intangibles ( 3.3 ) ( 3.5 ) Other (charges) benefits unrelated to core operating performance (1) ( 0.1 ) 0.1 Total reconciling items ( 4.6 ) ( 4.6 ) GAAP gross profit $ 136.1 $ 144.4 Corporate reconciling items impacting operating income: Total segment operating income $ 23.9 $ 30.8 Stock-based compensation ( 12.7 ) ( 11.2 ) Amortization of intangibles ( 4.4 ) ( 5.6 ) Change in fair value of contingent liability 3.5 1.4 Acquisition and integration related charges ( 0.6 ) — Other benefits (charges) unrelated to core operating performance (1)(2) 0.5 ( 0.2 ) Litigation settlement 1.3 — Restructuring and related benefits — 0.8 Total reconciling items ( 12.4 ) ( 14.8 ) GAAP operating income from continuing operations $ 11.5 $ 16.0 (1) Other items include (charges) benefits unrelated to core operating performance primarily consisting of transformational initiatives such as site consolidations, intangible impairment and gain or loss on disposal of long-lived assets. (2) Included in the three months ended September 28, 2024 is a gain of $ 0.9 million on the sale of assets previously classified as held for sale. 29 Table of Contents VIAVI SOLUTIONS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company operates primarily in three geographic regions: Americas, Asia-Pacific, and Europe, Middle East and Africa (EMEA). Net revenue is assigned to the geographic region and country where the Company’s product is initially shipped. For example, certain customers may request shipment of the Company’s product to a contract manufacturer in one country, which may differ from the location of their end customers. The following table presents net revenue by the three geographic regions in which the Company operates and net revenue from countries that exceeded 10% of the Company’s total net revenue for the three months ended September 28, 2024 and September 30, 2023 (in millions): Three Months Ended September 28, 2024 September 30, 2023 Product Revenue Service Revenue Total Product Revenue Service Revenue Total Americas: United States $ 58.4 $ 14.6 $ 73.0 $ 67.6 $ 15.2 $ 82.8 Other Americas 11.7 4.0 15.7 13.7 4.0 17.7 Total Americas $ 70.1 $ 18.6 $ 88.7 $ 81.3 $ 19.2 $ 100.5 Asia-Pacific: Greater China $ 52.6 $ 1.2 $ 53.8 $ 49.4 $ 1.7 $ 51.1 Other Asia-Pacific 26.2 5.9 32.1 28.3 6.5 34.8 Total Asia-Pacific $ 78.8 $ 7.1 $ 85.9 $ 77.7 $ 8.2 $ 85.9 EMEA: $ 48.6 $ 15.0 $ 63.6 $ 46.6 $ 14.9 $ 61.5 Total net revenue $ 197.5 $ 40.7 $ 238.2 $ 205.6 $ 42.3 $ 247.9 30 Table of Contents