What changed in this filing

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Item 1. Business

2025-08-11 compared with 2024-08-16 · 102 added, 153 removed, 121 unchanged (68% of the section changed)

Viavi Solutions Inc.

(VIAVI, also referred to as the Company, we, our, and us) is a global provider of network test, monitoring, and assurance solutions for communications service providers (CSPs), hyperscalers, network equipment manufacturers (NEMs), original equipment manufacturers (OEMs), government and avionics.

We help customers harness the power of instruments, automation, intelligence and virtualization.

VIAVI is also a leader in light management technologies which are used in anti-counterfeiting, 3D sensing, consumer electronics, industrial, automotive, government and aerospace applications.

(VIAVI, also referred to as the Company, we, our and us) is a global provider of network test, monitoring and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and critical infrastructure.

VIAVI is also a leader in optical processing technologies for anti-counterfeiting, 3D sensing, aerospace, automotive and industrial applications.

To serve our markets, we operate the following business segments:

• Network Enablement (NE);

• Service Enablement (SE);

• Network and Service Enablement (NSE);

• Optical Security and Performance Products (OSP).

Effective March 30, 2025, the Company realigned its segment reporting structure.

As a result, the company’s Network Enablement (NE) and Service Enablement (SE) business activities are now reported as a single operating and reportable segment, NSE.

Recent acquisitions have reduced the SE segment revenue as a percentage of total VIAVI revenue.

In addition, NE and SE are managed under common leadership, share many of the same customers and suppliers and operating expenses associated with the NSE business are not exclusively allocated to either NE or SE.

Corporate Strategy

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In support of our business segments, we are pursuing a corporate strategy that we believe will best position us for future opportunities as follows:

• Market leadership in physical and virtualized test and measurement instruments and assurance systems with the opportunity to grow market share;

• Market leadership in anti-counterfeiting pigments, 3D sensing optical filters and other light management technologies;

• Market leadership in 5G wireless, public safety radio and navigation/communication transponder test instruments as well as passive optical components for 3D sensing and other optical sensors;

• Increase benefit from the use of our net operating loss carryforwards (NOL) by improving our profitability organically and inorganically;

• Greater flexibility in capital structure in support of our strategic plans.

Our near-term strategy, and next transformation phase, will be more focused on growth, both organic and inorganic.

We plan to leverage major secular growth trends in 5G wireless, fiber and 3D sensing to achieve higher levels of revenue and profitability.

• Defend and consolidate leadership in core business segments:

Lab-to-Field integration across NE Platforms;

integration between NE and SE platforms;

continued innovation in anti-counterfeiting pigments and 3D sensing.

• Invest in secular trends to drive growth and expand total addressable market (TAM):

– Fiber densification:

Fiber-to-the-everywhere (FTTx), cable, wireless backhaul and data centers;

5G-to-6G evolution, Open Radio Access Network (ORAN), AI-RAN, RAN optimization, private 5G networks and intelligent edge;

– High-performance optical applications:

free-space optical communications, quantum key distribution and quantum computing and automotive LiDAR.

• Extend VIAVI technologies and platforms into lucrative adjacent markets and applications:

– Expand and grow mission-critical applications such as aerospace and defense, resilient positioning, navigation and timing (PNT) and network security;

– Transform and extend SE business unit through cloud-centric architecture, artificial intelligence (AI) and machine learning (ML), analytics, automation and security.

Our long-term capital allocation strategy, which supports our corporate strategy, is as follows:

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• Organic investments in initiatives to support revenue growth and productivity;

• Return capital to shareholders through share buybacks and execute on capital allocation and debt management strategy;

• Execute on debt management strategy;

• Return capital to shareholders through share buybacks;

• Leverage our net operating loss carryforwards (NOLs);

• Mergers and acquisitions that are synergistic to company strategy and business segments.

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We operate in two broad business categories:

Network and Service Enablement (NSE) and OSP.

NSE operates in two reportable segments, NE and SE, whereas OSP operates as a single segment.

Our NSE and OSP businesses are each organized with their own engineering, manufacturing and dedicated sales and marketing groups focused on each of the markets we serve to better support our customers and respond quickly to market needs.

In addition, our segments share common corporate services that provide capital, legal, infrastructure, resources and functional support, allowing them to focus on core technological strengths to compete and innovate in their markets.

Network Enablement

Our NE segment 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.

These solutions also support more profitable, higher-performing networks and help speed time-to-revenue.

Our solutions address lab and production environments, field deployment and service assurance for wireless and wireline networks, including computing and storage networks.

Our test instrument portfolio is one of the largest in the industry, with hundreds of thousands of units in active use by NEMs, operators and service providers worldwide.

Within the NE product portfolio, our wireless products consist of flexible application software and multi-function hardware that our customers can easily use as standalone test and measurement solutions or combine with industry-standard computers, networks and third-party devices to create measurement, automation and embedded systems.

Our Radio Access Network (RAN) to Core test and validation product addresses the various communications infrastructure market segments.

Our AvComm products are a global leader in test and measurement (T&M) instrumentation for communication and safety in the government, aerospace and military markets.

AvComm solutions encompass a full spectrum of instrumentation, which include turnkey systems, stand-alone instruments and modular components that provide customers with highly reliable, customized, innovative and cost-effective testing tools and resilient Positioning, Navigation and Timing (PNT) solutions for critical infrastructure serving military and civilian applications.

Our NE segment provides solutions for CSPs, as well as NEMs and data center providers that deliver and/or operate broadband/IP networks (fixed and mobile) supporting voice, video and data services as well as a wide range of applications.

These solutions support the development and production of network equipment, the deployment of next generation network technologies and services, and ensure a higher-quality customer experience.

AvComm products are positioned in all of the customers’ product life cycle phases from research & development (R&D), manufacturing, installation, deployment and field, to depot repair and maintenance of devices.

NE customers include CSPs, NEMs, government organizations and large corporate customers, such as major telecom, mobility and cable operators, chip and infrastructure vendors, storage-device manufacturers, storage-network and switch vendors, radio and avionics commercial companies, OEMs, state and federal agencies, utilities, law enforcement, military contractors and the armed forces and deployed private enterprise customers.

Our customers include América Móvil, AT&T Inc., Lumen Technologies, Inc.

(formerly CenturyLink, Inc.), Cisco Systems, Inc., Nokia Corporation, British Telecom Openreach, Deutsche Telekom AG and Verizon Communications Inc.

NE competitors include Anritsu Corporation, EXFO Inc., Keysight Technologies Inc., Rohde & Schwarz, VeEX Inc.

and Spirent Communications plc.

While we face multiple competitors for each of our product families, we continue to have one of the broadest portfolios of wireline and wireless products available in the network enablement industry.

Our NE solutions include instruments and software that support the development and production of network systems in the lab.

These solutions activate, certify, troubleshoot and optimize networks that are differentiated through superior efficiency, reliable performance and greater customer satisfaction.

Designed to be mobile, these products include instruments and software that access the network to perform installation and maintenance tasks.

They help service provider technicians assess the performance of network elements and segments and verify the integrity of the information being transmitted across the network.

These instruments are enhanced with artificial intelligence and machine learning and built-in automation and analytics with user interfaces that are designed to simplify operations and minimize the training required to operate them.

Our NE solutions are also used by NEMs in the design and production of next-generation network equipment.

Thorough testing by NEMs plays a critical role in producing the components and equipment that are the building blocks of network infrastructure.

We leverage our installed base and knowledge of network management methods and procedures to develop these advanced customer experience solutions.

We also offer a range of product support and professional services designed to comprehensively address our customers’ requirements.

These services include repair, calibration, software support and technical assistance for our products.

We offer product and technology training as well as consulting services.

Our professional services, provided in conjunction with system integration projects, include project management, installation and implementation.

Our NE products and associated services are, as follows:

Field Instruments :

Primarily consisting of (a) access and cable products;

(b) avionics products;

(d) metro products;

(e) RF test products;

and (f) radio test products.

Lab Instruments :

Primarily consisting of (a) fiber optic production lab tests;

(b) optical transport products;

and (d) wireless products.

Service Enablement

SE provides embedded systems and enterprise performance management solutions that give global CSPs, enterprises and cloud operators visibility into network, service and application data.

Our assurance solutions let carriers remotely monitor the performance and quality of network, service and applications performance throughout the entire network.

This provides our customers with enhanced network management, control, and optimization that allow network operators to initiate service to new customers faster, decrease the need for technicians to make on-site service calls, help to make necessary repairs faster and, as a result, lower costs while providing higher quality and more reliable services.

Remote monitoring decreases operating expenses, while early detection helps increase uptime, preserve revenue, and helps operators better monetize their networks.

Our network performance management products help enterprise IT and security teams monitor and optimize connectivity for their employees across on-premise and cloud domains and conduct preventative and forensic analysis to address rising security challenges.

This functionality has become more critical as organizations continue to operate under remote working procedures, increasing network challenges and security risks.

Our SE segment provides solutions and services primarily for CSPs and enterprises that deliver and/or operate broadband/IP networks (fixed and mobile) supporting voice, video and data services as well as a wide range of applications.

These solutions provide network and application visibility to enable more cost-effective ways to provide a higher-quality customer experience.

SE customers include similar CSPs, NEMs, government organizations, large corporate customers and storage-segment customers that are served by our NE segment.

Network and Service Enablement

Our NSE segment provides an integrated portfolio of testing, monitoring, assurance and security solutions to help build, maintain and optimize telecom and datacom networks.

Our solutions address lab and production environments, network management, service assurance and artificial intelligence for IT operations (AIOps) for any kind of network, including wireless, wireline, cloud, satellite, public safety, military and critical infrastructure.

Our test instrument portfolio is one of the largest in the industry, with millions of units in active use by service providers and network equipment manufacturers (NEMs) worldwide.

Our Fiber products include an extensive range of instruments and systems enabling the development and testing of high-performance integrated circuits, telecom and datacom equipment, modules and networks.

Our Wireless products consist of flexible application software and multi-functional hardware to enable the development of wireless infrastructure products and the buildout and management of wireless networks.

Our AIOps solutions portfolio leverages AI, ML and big data analytics to automate and enhance end-to-end, multi-domain network operations and automation.

Our Network Performance and Threat Solutions (NPTS) portfolio helps enterprise IT and security teams monitor and optimize connectivity for their employees and conducts preventative and forensic analysis to address rising network and security challenges from remote work.

Our Aerospace and Defense business is a leading provider of test equipment for mission critical communication and avionics applications.

In addition, we are also a leading provider of products and modules to ensure resilient PNT for civilian and aerospace and defense customers.

Our NSE segment provides solutions and services for telecommunications service providers, NEMs, communication integrated circuit developers, cloud operators, enterprises, first responders, military, aerospace and critical infrastructure customers.

NSE customers include telecom and datacom service providers, critical infrastructure operators, semiconductor and network equipment vendors, state and federal agencies, utilities and the armed forces.

Examples of our customers include América Móvil, AT&T Inc., Lumen Technologies, Inc.

(formerly CenturyLink, Inc.), Ciena, Cisco Systems, Inc., Ericsson, Nokia Corporation, British Telecom Openreach, Deutsche Telekom AG and Verizon Communications Inc.

For further information related to our customers, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Item 7 of this Annual Report on Form 10-K.

SE segment competitors include NetScout Systems, Inc., Riverbed Technology, Inc.

NSE competitors include Anritsu Corporation, EXFO Inc., Keysight Technologies Inc., NetScout Systems, Inc., Riverbed Technology, Inc., Rohde & Schwarz, VeEX Inc.

and Spirent Communications plc.

While we face multiple competitors for each of our product families, we continue to have one of the broadest portfolios of wireline and wireless monitoring solutions available in the service enablement industry.

Our SE solutions are embedded network systems, including instruments, microprobes and software that collect and analyze network data to reveal the actual customer experience and identify opportunities for new revenue streams and network optimization.

These solutions provide our customers enhanced network management, control, optimization and differentiation and a complete service assurance platform for mobile communications, providing operators with network performance, inventory, configuration and fault management solutions through artificial intelligence driven key performance indicator analysis.

Our customers are able to access and analyze the growing amount of network data from a single console, simplifying the process of deploying, provisioning and managing network equipment and services.

These capabilities allow network operators to initiate service to new customers faster, decrease the need for technicians to make on-site service calls, and help to make necessary repairs faster, which lowers costs while providing higher quality and more reliable services.

Our SE products and associated services are, as follows:

Data Center :

Primarily consisting of our network performance monitoring and diagnostic tools (Apex, GigaStor, Observer).

Primarily consisting of our growth products (Nitro Geo, NITRO Mobile and AI Ops products) and mature products.

While we face multiple competitors for each of our product families, we continue to have one of the broadest portfolios of products and monitoring solutions available in the network and service enablement industry.

Industry Trends for NSE

The telecommunications industry is experiencing a major evolution in technology as wireless communications expand and evolve from 4G to 5G technology.

5G’s increased bandwidth capacity and speed, as well as lower latency, will expand applications beyond mobile devices.

5G is expected to enable numerous use cases including greater device-to-device connectivity, smart applications, autonomous cars, factory automation and other applications that are yet to be conceptualized.

The increase in demand for openness and scalability in the 5G Radio Access Network is motivating the push towards O-RAN standards and ecosystems.

O-RAN will eventually improve the time-to-market for new verticals and innovations as well as reduce the total cost of ownership.

The 5G transition is being deployed globally and is expected to be disruptive to businesses, consumers and potentially create new applications and vertical industries.

We believe the increase in demand for 5G services will be increasingly supported by automation and associated artificial intelligence and machine learning, which will further enable enterprise requirements for private 5G as well as numerous use cases such as remote working and energy efficiency.

Such increases in demand for pervasive on-premise/off-premise services will further drive the need for cybersecurity.

Further adoption of 5G will require optical fiber upgrades and buildouts driven by traditional CSPs as well as enterprise networks.

Hyperscale service providers have become significant drivers of technology innovation, including optical fiber up to 800GbE.

The scale and complexity of these technology shifts are also challenging service providers to rearchitect their networks, becoming more virtualized, and optimized based on real-time intelligence.

We believe these investments will extend fiber connectivity beyond the office and home and permeate “fiber-to-the-everywhere” leading to potential new business opportunities for VIAVI.

Existing network infrastructure that is not otherwise being upgraded is also expected to be modernized with new cable and access technologies.

Rapid growth in network bandwidth demand is the primary driver for our products.

Network service providers, data centers operators and their ecosystems are being compelled to upgrade their infrastructure to support the rapid increase in demand for bandwidth and compute power.

Service providers and data center operators are investing in new products and technologies that increase the bandwidth and performance of their networks.

For wireline operators this means expanding and increasing the fiber bandwidth and for wireless operators it means migrating their networks to the next generations of wireless technologies.

The data center ecosystem, consisting of semiconductor vendors, transceiver and module developers, NEMs, and end users including hyperscalers and data center operators amongst others, is also driving rapid change and strong demand in the industry.

In the wireless sector, 5G networks are evolving as service providers deploy 5G Standalone (5GSA) with 5G-specific core networks, enabling differentiated services through network slicing and private networks.

The formal inclusion of non-terrestial networks in the 3GPP standards has led to a rise in collaboration between the wireless and satellite sectors and the introduction of satellite-based services including direct-to-cell and satellite broadband.

The industry is conducting research to define the path to 6G along vectors including AI across all network functions, new frequency bands, integrated sensing and communications, multiple access and ray tracing.

In fiber, existing network infrastructure that is not otherwise being upgraded is also expected to be modernized with new cable and access technologies.

Cable operators are investing in Distributed Access Architecture (DAA) and extending frequencies and network capacity.

In aerospace and defense, the increased threat of disruption, jamming and spoofing of GPS and GNSS signal is driving the need for solutions to mitigate this threat.

Resilient PNT is a broad set of technologies and products that are used to achieve these goals.

For our avionics products, many governments across the globe are increasing their military and public safety budgets to upgrade communication infrastructure.

The convergence of network technologies requires significant investments from both traditional carriers and cloud service providers.

In recent years, there has been consolidation of some traditional service providers.

This has created scale and capital spending in physical networks has been declining.

However, it has also created additional opportunities as service providers deploy NE products and solutions to reduce cost of repair and maintenance of their networks.

These products and solutions also improve efficiency of new service installation, activation and services by reducing the need for physical customer service visits and faster installation and repair completion.

In addition, the new cloud service providers and virtualized networks create new NSE opportunities.

We believe our NSE products and solutions are well positioned to meet these rapidly changing industry trends, given our technology and products, as well as customer installed base.

Optical Security and Performance Products

Our OSP segment 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.

Our OSP segment leverages its core optical coating technologies and volume manufacturing capability to design, manufacture and sell technologies for the anti-counterfeiting, 3D sensing, government and aerospace, automotive and industrial markets .

Our technologies targeting anti-counterfeiting applications include Optical Variable Pigment (OVP®) and Optical Variable Magnetic Pigment (OVMP®).

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Our technologies are deployed on the banknotes of more than 100 countries today.

Our technologies targeting 3D sensing, consumer electronics, industrial, government and automotive sensing include precise, high-performance, optical thin-film coatings and light shaping optics capabilities.

VIAVI offerings for 3D sensing applications include Low Angle Shift (LAS) optical filters that offer the system designer unprecedented control over performance variation and signal-to-noise ratio, especially in 3D depth sensing camera systems.

VIAVI also offers Engineered Diffusers, marketed under the trademark “Engineered Diffusers®”, for 3D sensing applications.

Other OSP product lines include custom color solutions and spectral sensing.

Custom color solutions include innovative special effects pigments for the automotive market.

Spectral sensing solutions include handheld and process miniature near infrared spectrometers for pharmaceutical, agriculture, food, feed, and industrial applications.

Custom color solutions include innovative special effects pigments and spectral sensing solutions include handheld and process near infrared spectrometers.

Our OSP segment delivers overt and covert technologies to protect banknotes and documents of value against counterfeiting, with a primary focus on the currency market.

OSP also produces precise, high-performance, optical thin-film coatings and light shaping optics capabilities for a variety of applications including, for example, optical filters and Engineered Diffusers, marketed under the trademark “Engineered Diffusers®”, for 3D sensing applications.

OSP optical thin-film coatings and light shaping optics serve a range of markets including 3D sensing, consumer electronics, industrial, government and automotive sensing.

Custom color solutions target a range of decorative applications for the automotive, sports apparel and architecture markets and spectral sensing solutions address requirements in the pharmaceutical, law enforcement, agriculture, food, feed and industrial markets.

OSP customers include SICPA Holding SA Company (SICPA), Lockheed Martin Corporation and Seiko Epson Corporation.

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A material reduction in sales, or loss of the relationship with SICPA, may harm our business and operating results as we may be unable to find a substitute marketing and sales partner or develop these capabilities ourselves in a timely manner.

For additional information please see the Risk Factor entitled “ We may experience increased pressure on our pricing and contract terms due to our reliance on a limited number of customers for a significant portion of our sales ” under Item 1A “Risk Factors,” and “Note 19.

Operating Segments and Geographic Information” of the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

OSP competitors include providers of anti-counterfeiting technologies such as Giesecke & Devrient, De La Rue plc;

special-effect pigments such as Merck KGA;

coating companies such as Nidek, Toppan and Toray;

optics companies such as Materion;

and manufacturers of passive and other optical components such as II-VI Inc.

OSP competitors include providers of anti-counterfeiting technologies such as Giesecke & Devrient and Crane NXT;

special-effect pigments such as Merck KGA and FYOTEC;

optical coatings companies such as Materion, Zhejiang Crystal-Optech Co Ltd.

and Platinum Optics Technology, Inc.;

and manufacturers of passive and other optical components such as Coherent and ams OSRAM.

Our OSP business provides innovative light management technologies for the anti-counterfeiting, consumer electronics, industrial, government and automotive markets.

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Our OSP business manufactures and sells optical filters for 3D sensing products that separate ambient light from incoming data to allow devices to be controlled by a person’s movements or gestures.

Our Engineered Diffusers shape light emitted for 3D sensing applications and also enhance eye safety.

Our Engineered Diffusers shape light emitted for industrial, consumer electronics and biomedical applications and also enhance eye safety.

We provide multicavity and linear variable optical filters on a variety of substrates for applications, including thermal imaging, spectroscopy and pollution monitoring.

We also develop and manufacture miniature handheld and process near infrared spectrometers that leverage our linear variable optical filters for use in applications for agriculture, pharmaceutical and other markets.

We also develop and manufacture handheld and process near infrared spectrometers that leverage our linear variable optical filters for use in applications for agriculture, law enforcement, pharmaceutical and other markets.

Our products are used in a variety of government and aerospace applications, including optics for inter-satellite laser communications, guidance systems, laser eye protection and night vision systems.

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Industry Trends

For nearly 75 years, OSP has developed and deployed capabilities that alter how the light is transmitted, reflected, and absorbed, enabling a range of mission critical and high-volume optical solutions.

For over 75 years, OSP has developed and deployed capabilities that alter how the light is transmitted, reflected and absorbed, enabling a range of mission critical and high-volume optical solutions.

We leverage our capabilities to deliver technologies that enable anti-counterfeiting solutions designed to protect the integrity of banknotes and other documents of value.

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Our filters play an important role in those applications, separating out ambient light from the incoming data used by sensors to make precise measurements.

Notably, our patented low angle shift technology enables our customers to significantly improve the signal-to-noise ratio of their systems and deliver reliable system performance.

Notably, our patented LAS technology enables our customers to significantly improve the signal-to-noise ratio of their systems and deliver reliable system performance.

Through the development of multiple generations of products for 3D sensing and by delivering improved performance and competitive value with each iteration, we believe we have established ourselves as one of the industry’s leading suppliers of high-performance filters enabling depth-sensing systems in consumer electronics.

Similarly Engineered DiffusersTM, shape the infrared laser light transmitted by a smartphone in 3D sensing applications, enabling reliable system performance while also guarding eye safety.

Major trends in 3D sensing and other applications we target including an ongoing drive toward enabling increased efficiency in size, weight, and power (SWaP).

Major trends in 3D sensing and other applications we target include an ongoing drive toward enabling increased efficiency in size, weight and power (SWaP).

As an example, customers in the mobile handset market are increasingly interested in delivering products that have increasingly thin physical profiles, necessitating innovation in the design and manufacturing of optical filters to meet those expectations.

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Research and Development

We devote substantial resources to R&D to develop new and enhanced products to serve our markets.

We devote substantial resources to research and development (R&D) to develop new and enhanced products to serve our markets.

Once the design of a product is complete, our engineering efforts shift to enhancing both product performance and our ability to manufacture it in greater volume and at lower cost.

In our NE and SE segments, we develop portable test instruments for field service technicians, systems and software used in Network Operations Centers, and instruments used in the development, testing and production of communications network components, modules and equipment.

In our NSE segment, we develop portable test instruments for field service technicians, systems and software used in Network Operations Centers, and instruments used in the development, testing and production of communications network components, modules and equipment.

We have centers of excellence for product marketing and development in Asia, Europe and North America.

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Other areas for OSP include our efforts to leverage our optical coating technology expertise to develop applications for the government and defense markets as well as efforts related to new products for 3D sensing and smartphone sensors.

OSP also develops, manufactures and sells a line of miniature hand-held spectrometers with applications in the agriculture, healthcare and defense markets.

OSP also develops, manufactures and sells a line of hand-held and process spectrometers with applications in the agriculture, law enforcement, pharmaceuticals and food markets.

Sales and Marketing

CSPs make up the majority of our NSE revenues.

We also market and sell products to NEMs, OEMs, enterprises, governmental organizations, distributors and strategic partners worldwide.

We market and sell products to communications service providers (CSPs), NEMs, original equipment manufacturers (OEMs), enterprises, governmental organizations, distributors and strategic partners worldwide.

We have a dedicated sales force organized around each of the markets that we serve that works directly with customers’ executive, technical, manufacturing and purchasing personnel to determine design, performance and cost requirements.

We are also supported by a worldwide channel community, including our Velocity Solution Partners, who support our NSE segment.

OSP sales and marketing efforts are targeted primarily toward customers in the consumer electronics, government, automotive and industrial markets.

We are also supported by a worldwide channel community who support our NSE segment.

OSP sales and marketing efforts are targeted primarily toward customers in the consumer electronics, government, commercial aerospace, automotive, biomedical and industrial markets.

We have a dedicated direct global sales force focused on understanding customers’ requirements and building market awareness and acceptance of our products.

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Manufacturing

As of June 29, 2024, we have significant manufacturing facilities for our NE, SE and OSP segments located in China, France, Germany, Mexico, the United Kingdom and the United States.

Our most significant contract manufacturing partners are located in China and Mexico.

As of June 28, 2025, we have significant manufacturing facilities for our NSE and OSP segments located in China, France, Germany, the United Kingdom and the United States.

Our most significant contract manufacturing partners are located in China and Thailand.

Sources and Availability of Raw Materials

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We do not intend to broadly license our intellectual property rights unless we can obtain adequate consideration or enter into acceptable intellectual property cross-licensing agreements.

As of June 29, 2024, we own 994 U.S.

As of June 28, 2025, we own approximately 1,085 U.S.

patents and 2,075 foreign patents and have 1,164 patent applications pending throughout the world.

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Our business is seasonal, as is typical for our competitors and many large companies.

For NSE, revenue is typically higher in the second and fourth fiscal quarter, all else being equal.

For our NSE segment, revenue is typically higher in the second and fourth fiscal quarters, all else being equal.

There is typically a modest end of calendar year customer spending budget that benefits our second fiscal quarter.

Telecom and cable spending budgets are typically set at the start of a new calendar year, thus with all else being equal, our third fiscal quarter is NSE’s weakest revenue quarter with spending release benefiting our fourth fiscal quarter.

For our OSP business, given our exposure to the consumer market, namely our 3D sensing products into the smartphone market, OSP revenue is expected to be seasonally higher in the first and second fiscal quarter followed by seasonal demand declines in the third and fourth fiscal quarters.

For our OSP business, given our exposure to the consumer market, namely our 3D sensing products into the smartphone market, OSP revenue is expected to be seasonally higher in the first and second fiscal quarters followed by seasonal demand declines in the third and fourth fiscal quarters.

Human Capital Management

The VIAVI culture is made up of the diverse contributions of our approximately 3,600 employees worldwide (as of June 29, 2024) representing more than 30 self-identified nationalities working across 30 countries.

VIAVI is committed to promoting and maintaining a diverse and inclusive work environment and offering equal opportunities to everyone.

We seek to empower our employees to learn and develop their skills to accelerate their career and to attract best-in-class talent.

The CEO and the SVP of Human Resources are responsible for the development of our People Strategy and execute on this with the support of the Executive Management Team.

The VIAVI culture is made up of the contributions of our approximately 3,600 employees worldwide (as of June 28, 2025) working across 31 countries.

VIAVI is committed to promoting and maintaining an inclusive work environment that provides equal opportunities to everyone.

We seek to empower our employees to develop their career through on the job experiences, by providing access to ongoing learning and building critical skills.

The exposure provided by our graduate programs invites collaboration and innovation, attracting best-in-class talent.

We provide managers with comprehensive leadership training through our manager development series.

Our People Strategy

The Chief Executive Officer (CEO) and the Senior Vice President (SVP) of Human Resources are responsible for the development of our People Strategy and execute this with the support of the Executive Management Team.

We regularly update and partner with the Compensation Committee of the Board of Directors on human capital matters.

The VIAVI People Strategy articulates our talent priorities and provides the road map for the execution of human capital management in support of our business strategy.

Employee experience continues to be an important focus of our People Strategy.

In fiscal 2025, we are evolving internal employee outreach to enhance business knowledge, drive organizational awareness and to foster cross-functional collaboration.

We measure employee sentiment and gather data that provides insight into our culture, the working environment, and our employee’s drivers for engagement.

Business Values & Standards

The VIAVI business values articulate the internal cultural identity of VIAVI employees and provide a shared understanding of expectations across the Company.

They represent the principles that will help guide us to achieve our objectives globally and the desired operating environment of the employees and management.

Understanding employee experience continues to be an important focus of our People Strategy.

Through focused internal employee outreach, we seek to enhance business knowledge, drive organizational awareness and foster cross-functional collaboration.

We frequently measure employee sentiment and gather data that provides all employees with insight into our culture, the working environment and our employees’ drivers for engagement.

Business Values and Standards

The VIAVI business values articulate the internal cultural identity for VIAVI employees and provide a shared understanding of expectations across the Company.

They represent the principles that help guide us to achieve our objectives globally and the desired operating environment of the employees and management.

VIAVI is committed to respecting human rights and acknowledges the fundamental principles contained in the Universal Declaration of Human Rights, the tenets of the United Nations Guiding Principles on Business and Human Rights, and core International Labor Organization Conventions to the extent they are applicable and important to our business.

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VIAVI expects that all employees will act in a manner that complies both with the letter and spirit of this code of conduct.

Diversity, Equity, and Inclusion (DEI)

VIAVI is committed to fostering, cultivating, and preserving a culture of diversity, equity and inclusion.

Inclusion and Opportunity

VIAVI is committed to fostering, cultivating, and preserving a culture of inclusion and opportunity.

We believe the unique contributions and capabilities of our employees comprise one of our most valuable assets.

We believe the collective sum of our individual differences, life experiences, knowledge, innovation, business acumen, self-expression, and unique capabilities promotes a culture that enhances our reputation and achievement.

VIAVI has long been committed to ensuring that all individuals have an equal opportunity to enjoy a fair, safe and productive work environment – regardless of age, ancestry, race, color, mental or physical disability or medical condition, gender, gender identity, gender expression, genetic information, family or marital status, registered domestic partner status, military and veteran status, race, religious creed, language, national origin, citizenship status, sex (including pregnancy, childbirth, breastfeeding and any related medical conditions), sexual orientation, socio-economic status, or any other protected category under applicable law.

We believe the collective sum of our individual differences, life experiences, knowledge, innovation, business acumen and self-expression promotes a culture that enhances our reputation and achievement.

VIAVI has long been committed to ensuring that all individuals have an equal opportunity to enjoy a fair, safe and productive work environment.

We are committed to fostering an environment where employees are treated fairly, respectfully and without favoritism.

We embrace, encourage, and celebrate our employees’ differences and what makes them unique.

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Our talent development offerings provide relevant and useful learning resources for our employees, managers and leaders that invite a growth mindset and create an appetite for lifelong learning.

We seek to drive talent conversations at all levels, which is complemented by Everyday Development, our performance management check-in process.

Check-ins ensure that employees are being coached and supported throughout the year with relevant and timely discussions on expectations, feedback, and development.

We seek to drive frequent and meaningful talent conversations through Everyday Development, our performance management check-in process.

Check-ins ensure that employees are coached and supported throughout the year with relevant and timely discussions on expectations, feedback and development.

Both managers and employees have a role to play to ensure that they are connected to the activities that drive our business forward.

We aim for a work environment in which our employees can expect to engage regularly with their manager, and to have their support to accelerate their performance and development.

Our global Leadership Development Program has now reached over 79% of our managers in fiscal 2024.

We introduced advanced leadership concepts this year, enabling our participants to connect globally and cross functionally while advancing their skills.

We provide guidance and best practices in hybrid working for our employees and managers, which are supported by our Flexible Work policy.

We maintain early-in-career rotation programs for engineers and sales talent.

Our diverse and global program participants are supported by a mentor and their manager to coach them as they take on exciting new technical challenges.

We believe their program experiences will help to unleash innovation and creativity for our organization while enabling our long-term talent pipeline.

Technical talent thought leadership is a continued focus at our annual Technology Council event for engineering talent.

Our employees regularly participate in mandatory training courses covering data privacy, cybersecurity, health and safety as well as the prevention of sexual harassment in the workplace, each achieving over 98% compliance by employees.

In addition, approximately 78% of individual contributors take advantage of additional training resources provided by the Company to support them in ongoing career and professional skills development.

Our global Leadership Development Program continues to provide people managers with the skills to build high performing teams.

The program provides a venue for managers to network with their cross functional and global peer group while developing their skills.

We continue to provide guidance and best practices in hybrid working for our employees and managers, which are supported by our Flexible Work policy.

Talent Rewards

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business