What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-30 compared with 2025-05-02 · 308 added, 444 removed, 563 unchanged (57% of the section changed)

3 unchanged sentences

(in millions, except per share data)

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Three Months Ended

September 27, 2025 September 28, 2024

Product revenue $ 257.4 $ 197.5

11 unchanged sentences

Amortization of other intangibles 1.5 1.1

Restructuring and related (benefits) charges ( 0.3 ) 0.1 0.9 ( 0.8 )

Restructuring and related benefits ( 0.3 ) —

Total operating expenses 161.4 124.6

Income (loss) from operations 8.5 ( 11.9 ) 42.2 26.5

Income from operations 7.6 11.5

Loss on convertible note extinguishment (Note 11) ( 3.8 ) —

Interest and other income, net 1.3 3.2

Interest expense ( 7.4 ) ( 7.5 )

Income (loss) before income taxes 3.2 ( 15.6 ) 29.0 21.1

(Benefit from) provision for income taxes ( 16.3 ) 9.0 2.2 25.2

Net income (loss) $ 19.5 $ ( 24.6 ) $ 26.8 $ ( 4.1 )

Net income (loss) per share:

(Loss) income before income taxes and equity investment losses ( 2.3 ) 7.2

Provision for income taxes 19.0 9.0

Equity investment losses ( 0.1 ) —

Net loss $ ( 21.4 ) $ ( 1.8 )

Net loss per share:

Basic $ ( 0.10 ) $ ( 0.01 )

5 unchanged sentences

VIAVI SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Net income (loss) $ 19.5 $ ( 24.6 ) $ 26.8 $ ( 4.1 )

Other comprehensive income (loss):

Three Months Ended

September 27, 2025 September 28, 2024

Net loss $ ( 21.4 ) $ ( 1.8 )

Other comprehensive (loss) income:

Net change in cumulative translation adjustment, net of tax ( 4.5 ) 30.3

Amortization of net actuarial (gains) losses and other pension adjustments — ( 0.8 ) 0.2 ( 0.9 )

Net change in accumulated other comprehensive loss 13.9 ( 12.6 ) 3.1 ( 3.4 )

Comprehensive income (loss) $ 33.4 $ ( 37.2 ) $ 29.9 $ ( 7.5 )

Amortization of net actuarial gains and other pension adjustments — 0.1

Net change in accumulated other comprehensive loss (income) ( 4.5 ) 30.4

Comprehensive (loss) income $ ( 25.9 ) $ 28.6

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(in millions, except share and par value data)

March 29, 2025 June 29, 2024

September 27, 2025 June 28, 2025

Current assets:

27 unchanged sentences

Preferred stock, $ 0.001 par value;

1 million shares authorized,

no shares issued or outstanding at March 29, 2025 and June 29, 2024

1 million shares authorized, no shares issued or outstanding at September 27, 2025 and June 28, 2025

Common stock, $ 0.001 par value;

1 billion shares authorized;

223 million shares at March 29, 2025 and 222 million shares at June 29, 2024, issued and outstanding

223 million shares at September 27, 2025 and June 28, 2025, issued and outstanding

Additional paid-in capital 70,517.5 70,517.9

7 unchanged sentences

(in millions)

Nine Months Ended

March 29, 2025 March 30, 2024

Three Months Ended

September 27, 2025 September 28, 2024

OPERATING ACTIVITIES:

Net income (loss) $ 26.8 $ ( 4.1 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net loss $ ( 21.4 ) $ ( 1.8 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation expense 9.8 9.7

1 unchanged sentence

Stock-based compensation 13.4 12.7

Loss on convertible note extinguishment 3.8 —

Amortization of debt issuance costs 1.7 1.8

19 unchanged sentences

Proceeds from the sale of assets 0.9 3.5

Acquisition, net of acquired cash and holdbacks ( 117.9 ) —

Purchase price adjustment related to business acquisition ( 0.7 ) —

Other investing activities — ( 3.0 )

1 unchanged sentence

FINANCING ACTIVITIES:

Retirement of convertible notes upon maturity $ — $ ( 96.4 )

Proceeds from issuance of debt $ 149.1 $ —

Payment of debt issuance costs ( 7.8 ) —

Repurchase and retirement of common stock ( 30.0 ) ( 16.4 )

2 unchanged sentences

Proceeds from employee stock purchase plan 2.7 2.7

Payment of acquisition related contingent considerations and obligations — ( 4.0 )

Other financing activities 0.2 —

Net cash used in financing activities $ ( 23.5 ) $ ( 115.3 )

Net cash provided by (used in) financing activities $ 97.7 $ ( 21.0 )

Effect of exchange rates on cash, cash equivalents and restricted cash $ ( 0.4 ) $ 15.3

Net increase in cash, cash equivalents and restricted cash ( 99.1 ) ( 52.5 )

Net increase in cash (decrease), cash equivalents and restricted cash 120.0 ( 3.7 )

Cash, cash equivalents and restricted cash at the beginning of the period (1)

1 unchanged sentence

$ 552.1 $ 478.1

(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 $ 8.5 million and $ 8.9 million as of March 29, 2025 and March 30, 2024, respectively.

(1) These amounts include both current and non-current balances of restricted cash totaling $ 8.5 million and $ 10.5 million as of June 28, 2025 and June 29, 2024, respectively.

(2) These amounts include both current and non-current balances of restricted cash totaling $ 8.3 million and $ 10.2 million as of September 27, 2025 and September 28, 2024, respectively.

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(in millions)

Three Months Ended March 29, 2025

Three Months Ended September 27, 2025

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total

Shares Amount

Balance at December 28, 2024 222.1 $ 0.2 $ 70,493.0 $ ( 69,655.6 ) $ ( 154.8 ) $ 682.8

Net income — — — 19.5 — 19.5

Other comprehensive income — — — — 13.9 13.9

Shares issued under employee stock plans, net of tax 1.1 — ( 1.5 ) — — ( 1.5 )

Stock-based compensation — — 14.1 — — 14.1

Balance at March 29, 2025 223.2 $ 0.2 $ 70,505.6 $ ( 69,636.1 ) $ ( 140.9 ) $ 728.8

Three Months Ended March 30, 2024

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Balance at December 30, 2023 222.6 $ 0.2 $ 70,444.8 $ ( 69,590.2 ) $ ( 126.8 ) $ 728.0

Balance at June 28, 2025 223.2 $ 0.2 $ 70,517.9 $ ( 69,628.1 ) $ ( 109.8 ) $ 780.2

Net loss — — — ( 21.4 ) — ( 21.4 )

2 unchanged sentences

Stock-based compensation — — 13.5 — — 13.5

Balance at March 30, 2024 223.2 $ 0.2 $ 70,459.1 $ ( 69,614.8 ) $ ( 139.4 ) $ 705.1

Nine Months Ended March 29, 2025

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Balance at June 29, 2024 221.9 $ 0.2 $ 70,471.9 $ ( 69,646.5 ) $ ( 144.0 ) $ 681.6

Net income — — — 26.8 — 26.8

Other comprehensive income — — — — 3.1 3.1

Shares issued under employee stock plans, net of tax 3.3 — ( 7.1 ) — — ( 7.1 )

Stock-based compensation — — 40.5 — — 40.5

Repurchase of common stock ( 2.7 ) — — ( 30.0 ) — ( 30.0 )

Balance at March 29, 2025 223.2 $ 0.2 $ 70,505.6 $ ( 69,636.1 ) $ ( 140.9 ) $ 728.8

Nine Months Ended March 30, 2024

Balance at September 27, 2025 223.2 $ 0.2 $ 70,517.5 $ ( 69,679.5 ) $ ( 114.3 ) $ 723.9

Three Months Ended September 28, 2024

Additional Paid-In Capital

1 unchanged sentence

Accumulated Other Comprehensive Loss

Balance at July 1, 2023 221.5 $ 0.2 $ 70,427.3 $ ( 69,600.7 ) $ ( 136.0 ) $ 690.8

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 loss — — — — ( 3.4 ) ( 3.4 )

Other comprehensive income — — — — 30.4 30.4

Shares issued under employee stock plans, net of tax 1.9 — ( 4.7 ) — — ( 4.7 )

1 unchanged sentence

Repurchase of common stock ( 2.0 ) — 0.3 ( 16.4 ) — ( 16.1 )

Balance at March 30, 2024 223.2 $ 0.2 $ 70,459.1 $ ( 69,614.8 ) $ ( 139.4 ) $ 705.1

Balance at September 28, 2024 221.8 $ 0.2 $ 70,480.2 $ ( 69,664.7 ) $ ( 113.6 ) $ 702.1

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

3 unchanged sentences

The financial information for Viavi Solutions Inc.

(VIAVI, also referred to as the Company, we, our and us) for the three and nine months ended March 29, 2025 and March 30, 2024 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.

(VIAVI, also referred to as the Company, we, our and us) for the three months ended September 27, 2025 and September 28, 2024 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.

3 unchanged sentences

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 28, 2025.

There have been no material changes to the Company’s accounting policies during the three and nine months ended March 29, 2025 as compared to the significant accounting policies presented in “Note 1.

There have been no material changes to the Company’s accounting policies during the three months ended September 27, 2025 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 28, 2025 on Form 10-K, filed with the SEC on August 11, 2025.

1 unchanged sentence

GAAP for complete financial statements.

The results for the three and nine months ended March 29, 2025 and March 30, 2024 may not be indicative of results for the fiscal year ending June 28, 2025 or any future periods.

The results for the three months ended September 27, 2025 and September 28, 2024 may not be indicative of results for the fiscal year ending June 27, 2026 or any future periods.

The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to June 30th.

14 unchanged sentences

Accounting Standards Issued But Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt.

This guidance is effective for fiscal years beginning after December 15, 2025 (fiscal 2027 for the Company), and interim periods within those annual reporting periods, with early and retrospective adoption permitted.

This ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606:

Revenue from Contracts with Customers, including those assets acquired in a business combination.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This guidance is effective for fiscal years beginning after December 15, 2025 (fiscal 2027 for the Company), and interim periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), to enhance the transparency and decision usefulness of income tax disclosures through changes to the rate reconciliation and income taxes paid information.

This guidance is effective for fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early and retrospective adoption permitted.

The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) , to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update will require public entities to disclose significant segment expenses included within segment profit and loss that are regularly provided to the Company’s Chief Executive Officer as the Company’s Chief Operating Decision Maker (CODM).

This guidance is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for the Company), and interim periods within fiscal years beginning after December 15, 2024 (fiscal 2026 for the Company), with early adoption permitted and will be applied retrospectively to all prior periods presented in the financial statements.

This guidance is effective for annual periods 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.

3 unchanged sentences

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.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 U.S.

Court of Appeals for the Eighth Circuit.

On February 11, 2025, the SEC Acting Chair issued a statement explaining that he directed the SEC staff to request the U.S.

Court of Appeals for the Eighth Circuit not to schedule oral arguments on the challenge to the Climate Rule until the Commission decides whether to continue defending it.

On March 27, 2025, the SEC announced that it had voted to end its defense of the final rules on the enhancement and standardization of climate-related disclosures for investors.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Earnings Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share ( in millions, except per share data ):

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Net income (loss) $ 19.5 $ ( 24.6 ) $ 26.8 $ ( 4.1 )

The following table sets forth the computation of basic and diluted net loss per share ( in millions, except per share data ):

Three Months Ended

September 27, 2025 September 28, 2024

Net loss $ ( 21.4 ) $ ( 1.8 )

Weighted-average shares outstanding:

Basic 222.9 222.0

Effect of dilutive securities from stock-based compensation plans 4.3 — 3.0 —

Diluted 222.9 222.0

Net income (loss) per share:

Net loss per share:

Basic $ ( 0.10 ) $ ( 0.01 )

Diluted $ ( 0.10 ) $ ( 0.01 )

The following table sets forth the weighted-average potentially dilutive securities excluded from the computation of the diluted net income (loss) per share because their effect would have been anti-dilutive ( in millions ):

Three Months Ended Nine Months Ended

March 29, 2025 (1)

March 30, 2024 (1)(2)

March 29, 2025 (1)

March 30, 2024 (1)(2)

The following table sets forth the weighted-average potentially dilutive securities excluded from the computation of the diluted net loss per share because their effect would have been anti-dilutive ( in millions ):

Three Months Ended

September 27, 2025 (1)(2)

September 28, 2024 (2)

Restricted stock units 1.5 2.5

7 unchanged sentences

Debt” for more details.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated Other Comprehensive Loss

The Company’s accumulated other comprehensive loss consists of the accumulated net unrealized gains or losses on available-for-sale investments, foreign currency translation adjustments and change in unrealized components of defined benefit obligations.

For the nine months ended March 29, 2025, 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)

For the three months ended September 27, 2025, 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 Total

Beginning balance as of June 28, 2025 $ ( 5.3 ) $ ( 97.5 ) $ ( 7.0 ) $ ( 109.8 )

Other comprehensive income before reclassification — 2.9 — 2.9

Amounts reclassified out of accumulated other comprehensive loss — — 0.2 0.2

Net current-period other comprehensive income — 2.9 0.2 3.1

Ending balance as of March 29, 2025 $ ( 5.3 ) $ ( 128.5 ) $ ( 7.1 ) $ ( 140.9 )

(1) The amount reclassified out of accumulated other comprehensive loss represents the amortization of actuarial loss included as a component of Cost of revenues, R&D and SG&A in the Consolidated Statements of Operations, net of reclassification adjustments, for the nine months ended March 29, 2025.

There was no tax impact for the nine months ended March 29, 2025.

Refer to “Note 17.

Employee Pension and Other Benefit Plans” for more details on the computation of net periodic cost for pension plans.

Other comprehensive loss — ( 4.5 ) — ( 4.5 )

Net current-period other comprehensive loss — ( 4.5 ) — ( 4.5 )

Ending balance as of September 27, 2025 $ ( 5.3 ) $ ( 102.0 ) $ ( 7.0 ) $ ( 114.3 )

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inertial Labs, LLC

On January 28, 2025, the Company acquired all of the equity of Inertial Labs, LLC (Inertial Labs), a privately held company which specializes in Position, Navigation and Timing (PNT) solutions for aerospace, defense and industrial applications.

Inertial Labs, Inc.

On January 28, 2025, the Company acquired all of the equity of Inertial Labs, Inc.

(Inertial Labs), a privately held company which specializes in resilient positioning, navigation and timing (PNT) solutions for aerospace, defense and industrial applications.

The acquisition enables the Company to further broaden its solutions offering into the rapidly developing PNT landscape.

The total purchase consideration includes approximately $ 134.4 million paid in cash at closing and additional contingent consideration of up to $ 175.0 million.

The net cash paid for the acquisition was $ 117.9 million, which reflects the cash paid at closing less cash acquired of $ 16.5 million.

The future cash payments for the additional contingent consideration are dependent on the achievement of certain revenue targets over the course of a four-year period beginning in January 2025.

The total purchase consideration included approximately $ 134.4 million paid in cash at closing and additional contingent consideration of up to $ 175.0 million, payable upon the achievement of certain revenue targets over the course of a four-year period beginning in January 2025.

As of the acquisition date, the fair value of the contingent consideration was $ 116.2 million.

The net cash paid for the acquisition, with purchase price adjustment, was $ 121.6 million, which reflects the cash paid less cash acquired of $ 16.5 million.

From the contingent consideration of $ 175.0 million, $ 3.4 million shall be set aside for the payment of retention bonuses over the four-year earn-out period to key personnel and service providers, contingent on continued service to the Company.

1 unchanged sentence

The portion of the estimated fair value of the earn-out liability allocated to the retention bonuses will be accounted for as post combination expense over the requisite service period.

The cash consideration paid at closing includes an escrow payment of $ 1.0 million subject to final net working capital adjustments.

There was an additional $ 3.0 million held back by the Company for final net working capital adjustments, included in Other current liabilities on the Consolidated Balance Sheets.

In addition, the Company held back $ 15.0 million for indemnity claims included in Other non-current liabilities on the Consolidated Balance Sheets.

The acquisition meets the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations;

The cash consideration paid at closing included an escrow payment of $ 1.0 million subject to final net working capital adjustments.

The Company paid $ 3.7 million in our fourth fiscal quarter of 2025 comprised of the net working capital holdback of $ 3.0 million and $ 0.7 million of the purchase price adjustment of $ 1.4 million.

The remainder of the purchase price adjustment of $ 0.7 million was paid in the first quarter of fiscal 2026 and refund of prepaid tax of $ 0.6 million is expected to be paid in fiscal 2026.

In addition, the Company held back $ 15.0 million for indemnity claims.

The acquisition met the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations;

therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date.

Acquisition related costs incurred were approximately $ 11.7 million and have been recorded within SG&A in the Consolidated Statements of Operations.

Acquisition related costs incurred in fiscal 2025 were approximately $ 11.7 million and were recorded within SG&A expense in the Consolidated Statements of Operations.

These costs included $ 9.5 million in transaction bonuses that were paid at closing to key personnel and service providers of Inertial Labs.

6 unchanged sentences

Property, plant and equipment, net 1.9

Goodwill 129.7

Identified intangible assets acquired 117.6

6 unchanged sentences

Total purchase consideration $ 270.6

(1) Goodwill at acquisition date of $ 129.7 million increased by $ 0.6 million for purchase price and measurement period adjustments.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Developed technology relates to products used for PNT solutions for aerospace, defense and industrial applications.

The Company valued the developed technology using the multi-period excess earnings method under the income approach.

This method reflects the present value of the projected cash flows that are expected to be generated by the developed technology.

Significant assumptions used in the discounted cash flow analysis include (i) projected revenues, (ii) discount rate, and (iii) technology obsolescence rate.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition ( in millions, except useful life ):

5 unchanged sentences

Total identifiable assets acquired $ 117.6

Goodwill represents the excess of the preliminary estimated purchase consideration over the preliminary estimates of the fair value of the net tangible and intangible assets acquired and has been allocated to the Network Enablement segment.

Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future PNT offerings.

6 unchanged sentences

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 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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Acquisitions

On March 2, 2025, the Company entered into a purchase agreement to acquire Spirent Communications plc’s high speed ethernet and network security business lines, for $ 410 million in base consideration and an additional $ 15 million contingent consideration to be paid at closing, subject to customary closing adjustments and conditions.

The Company expects to fund this transaction with proceeds from a Term Loan B.

The acquisition is conditional on regulatory approvals and is expected to close by July 31, 2025.

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.

The total purchase consideration included approximately $ 49.9 million paid in cash at closing and additional contingent consideration of up to $ 117.0 million.

Acquisition related Contingent Consideration

The following table provides a reconciliation of changes in the fair value of the Company’s earn-out liabilities associated with the Company’s acquisitions for the three and nine months ended March 29, 2025 and March 30, 2024 ( in millions ):

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Beginning period balance $ 2.1 $ 10.6 $ 9.5 $ 19.7

The following table provides a reconciliation of changes in fair value of the Company’s earn-out liabilities for the three months ended September 27, 2025 and September 28, 2024 ( in millions ):

Balance June 29, 2024 (1)

Additions to Contingent Consideration 116.2

Payment of contingent consideration — — — ( 0.7 )

Fair value adjustment 2.5 0.6 ( 4.9 ) ( 7.8 )

Ending period balance $ 120.8 $ 11.2 $ 120.8 $ 11.2

Change in Fair Value measurement (2)

Balance June 28, 2025 (3)(4)

Change in Fair Value measurement (2)

Balance September 27, 2025 (5)

(1) Included in Other non-current liabilities on the Consolidated Balance Sheets.

(2) Includes change in fair value for Inertial Labs and and Jackson Labs.

(3) Includes $ 41.5 million in Other current liabilities and $ 75.9 million in Other non-current liabilities on the Consolidated Balance Sheets.

(4) Balance is comprised of $ 117.1 million for Inertial Labs and $ 0.3 million for Jackson Labs.

(5) Includes $ 64.2 million in Other current liabilities and $ 64.1 million in Other non-current liabilities for Inertial Labs on the Consolidated Balance Sheets.

For details on an acquisition completed after September 27, 2025, refer to “Note 20.

Subsequent Events” for more information.

VIAVI SOLUTIONS INC.

3 unchanged sentences

Gross receivables include both billed and unbilled receivables (including Contract assets).

As of March 29, 2025, and June 29, 2024, the Company had total unbilled receivables of $ 20.3 million and $ 16.3 million, respectively.

As of September 27, 2025, and June 28, 2025, the Company had total unbilled receivables of $ 14.6 million and $ 14.1 million, respectively.

The Company also has short-term and long-term deferred revenues related to undelivered product and professional services, consisting of installations and consulting engagements, which are recognized as the Company's performance obligations under the contract are completed and accepted by the customer.

The following table presents the activity related to deferred revenue ( in millions ):

March 29, 2025

Three Months Ended Nine Months Ended

Three Months Ended

September 27, 2025

Deferred revenue:

2 unchanged sentences

Revenue recognized during the period (2)

( 24.5 ) ( 82.3 )

Balance at end of period $ 91.1

(1) Included in these amounts is the impact from foreign currency exchange rate fluctuations.

(1) This amount includes the effect of foreign currency exchange rate fluctuations.

(2) Revenue recognized during the period represents releases from the balance at the beginning of the period as well as releases from the current period deferrals.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, adjustments for revenue that have not materialized, and currency fluctuations.

The value of the transaction price allocated to remaining performance obligations as of March 29, 2025, was $ 315.0 million.

The value of the transaction price allocated to remaining performance obligations as of September 27, 2025, was $ 352.6 million.

The Company expects to recognize approximately 91 % of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter.

1 unchanged sentence

The following table presents the activities and balances for allowance for credit losses ( in millions ):

June 29, 2024 Acquisitions (1)

Charged to Costs and Expenses Deductions (2)

March 29, 2025

June 28, 2025 Charged to Costs and Expenses Deductions (1)

September 27, 2025

Allowance for credit losses $ 1.9 $ 0.7 $ ( 0.1 ) $ 2.5

(1) Refer to “Note 5.

Acquisitions” of the Notes to Consolidated Financial Statements for detail of acquisition.

(1) Represents the effect of currency translation adjustments and write-offs of uncollectible accounts, net of recoveries.

1 unchanged sentence

The following table presents the components of inventories, net ( in millions ):

March 29, 2025 June 29, 2024

September 27, 2025 June 28, 2025

Finished goods $ 54.1 $ 52.5

6 unchanged sentences

The following table presents the components of prepayments and other current assets ( in millions ):

March 29, 2025 June 29, 2024

September 27, 2025 June 28, 2025

Refundable income taxes $ 31.8 $ 32.0

Prepayments 20.2 21.9

Fair value of forward contracts 6.8 1.7

Advances to contract manufacturers 8.4 5.8

Transaction tax receivables 0.4 3.3

Asset held for sale — 2.5

Fair value of forward contracts 1.0 4.9

Other current assets 13.3 12.7

2 unchanged sentences

The following table presents the components of other non-current assets ( in millions ):

March 29, 2025 June 29, 2024

September 27, 2025 June 28, 2025

Operating right-of-use (ROU) assets $ 39.4 $ 34.1

4 unchanged sentences

Debt issuance cost - Revolving Credit Facility 1.8 1.4

Other non-current assets 11.2 9.9

Other 14.7 13.4

Other non-current assets $ 68.6 $ 62.2

1 unchanged sentence

The following table presents the components of other current liabilities ( in millions ):

March 29, 2025 June 29, 2024

Fair value of contingent consideration $ 30.9 $ —

September 27, 2025 June 28, 2025

Fair value of contingent consideration (Note 5) $ 64.2 $ 41.5

Acquisition related holdback and related accruals 16.3 16.5

Operating lease liabilities 10.1 10.2

Interest payable 8.0 5.1

Fair value of forward contracts 6.4 1.5

Income tax payable 7.6 8.2

Warranty accrual 6.3 5.9

Transaction tax payable 5.0 4.0

Restructuring accrual 4.5 14.1

Acquisition related holdback and related accruals 4.0 —

Other current liabilities 7.4 14.3

Restructuring accrual (Note 13) 2.7 3.5

Fair value of forward contracts 1.2 3.1

Other 14.9 14.3

Other current liabilities $ 131.3 $ 108.3

3 unchanged sentences

The following table presents components of other non-current liabilities ( in millions ):

March 29, 2025 June 29, 2024

Fair value of contingent consideration $ 89.9 $ 9.5

September 27, 2025 June 28, 2025

Fair value of contingent consideration (Note 5) $ 64.1 $ 75.9

Pension and post-employment benefits 53.7 54.1

1 unchanged sentence

Operating lease liabilities 29.4 24.1

Uncertain tax position 19.1 17.0

Financing obligation 15.5 15.5

Acquisition related holdback 15.0 —

Uncertain tax position 11.4 11.4

Deferred tax liability 7.1 6.0

1 unchanged sentence

Warranty accrual 0.2 0.8

Restructuring accrual — 0.8

Other non-current liabilities 7.6 7.3

Other 8.3 8.1

Other non-current liabilities $ 220.2 $ 227.6

1 unchanged sentence

Short-Term Investments

As of March 29, 2025, the Company’s short-term investments of $ 22.6 million were comprised of 30-day term deposits of $ 21.2 million and trading securities related to the deferred compensation plan of $ 1.4 million invested in equity 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.

As of September 27, 2025, the Company’s short-term investments of $ 1.8 million were primarily related to the deferred compensation plan, of which $ 1.7 million was invested in equity securities.

As of June 28, 2025, the Company’s short-term investments of $ 1.7 million were primarily related to the deferred compensation plan, of which $ 1.6 million was invested in equity 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.

During fiscal 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 and nine months ended March 29, 2025.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There were no impairments or adjustments to the carrying value for the three months ended September 27, 2025.

Equity Investment

2 unchanged sentences

Under the equity method, the Company recognizes income or loss from its pro-rata share of Sensorsan’s net income or loss, which changes the carrying value of the Sensorsan investment.

The Company’s share of Sensorsan’s net income for the period from acquisition date until March 29, 2025 was less than $ 0.1 million.

As of March 29, 2025, the carrying value of the Company’s investment in Sensorsan was $ 0.7 million, included in Other non-current assets on the Consolidated Balance Sheets.

The Company’s share of Sensorsan’s net loss for the three months ended September 27, 2025 was $ 0.1 million.

As of September 27, 2025 and June 28, 2025, the carrying value of the Company’s investment in Sensorsan was $ 1.1 million and $ 1.3 million respectively, included in Other non-current assets on the Consolidated Balance Sheets.

The Company sells certain products to Sensorsan.

During the three months ended March 29, 2025, revenue from sales to Sensorsan was $ 0.1 million.

During the three months ended September 27, 2025, revenue from sales to Sensorsan was $ 0.4 million.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Non-Designated Foreign Currency Forward Contracts

3 unchanged sentences

The Company does not use these foreign currency forward contracts for trading purposes.

As of March 29, 2025, the Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date.

As of September 27, 2025, the Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date.

Therefore, the fair value of these contracts of $ 1.0 million and $ 1.2 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, respectively.

2 unchanged sentences

therefore, the fair value of the contracts is not significant.

As of March 29, 2025 and June 29, 2024, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $ 57.8 million and $ 81.9 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $ 41.6 million and $ 26.8 million, respectively.

As of September 27, 2025 and June 28, 2025, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $ 61.5 million and $ 60.4 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $ 41.7 million and $ 24.1 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 $ 0.5 million and a loss of $ 2.8 million for the three and nine months ended March 29, 2025, respectively, and losses of $ 0.8 million and $ 0.9 million for the three and nine months ended March 30, 2024, respectively.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The foreign exchange forward contracts incurred a loss of $ 0.2 million for the three months ended September 27, 2025, and a gain of $ 1.4 million the three months ended September 28, 2024, respectively.

Fair Value Measurements

1 unchanged sentence

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 that 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 that reflect the assumptions market participants would use in valuing an asset or liability.

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:

6 unchanged sentences

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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

includes financial instruments for which fair value is derived from valuation-based inputs, that are unobservable and significant to the overall fair value measurement.

2 unchanged sentences

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 such earn-out liabilities are generally determined using a Monte Carlo Simulation that includes significant unobservable inputs such as the projected revenues of the 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.

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 ):

March 29, 2025 June 29, 2024

September 27, 2025 June 28, 2025

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

18 unchanged sentences

(1) Included in Other non-current assets on the Consolidated Balance Sheets.

(2) Includes, as of March 29, 2025, $ 211.7 million in Cash and cash equivalents, $ 3.3 million in Restricted cash and $ 3.4 million in Other non-current assets on the Consolidated Balance Sheets.

(2) Includes, as of September 27, 2025, $ 327.7 million in Cash and cash equivalents, $ 3.4 million in Restricted cash and $ 3.0 million in Other non-current assets on the Consolidated Balance Sheets.

Includes, as of June 28, 2025, $ 222.4 million in Cash and cash equivalents, $ 3.5 million in Restricted cash and $ 3.1 million in Other non-current assets on the Consolidated Balance Sheets.

3 unchanged sentences

(6) Included in Other current liabilities on the Consolidated Balance Sheets.

(7) As of March 29, 2025, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.

As of June 29, 2024, included in Other non-current liabilities on the Consolidated Balance Sheets.

(7) As of September 27, 2025 and June 28, 2025, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

If measured at fair value on the Consolidated Balance Sheets, the Company’s 0.625 % Senior Convertible Notes (2031 Notes), 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 ):

March 29, 2025 June 29, 2024

September 27, 2025 June 28, 2025

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

0.625 % Senior Convertible Notes

$ 269.4 $ — $ 269.4 $ — $ — $ — $ — $ —

3.75 % Senior Notes

3 unchanged sentences

Total $ 805.2 $ — $ 805.2 $ — $ 625.6 $ — $ 625.6 $ —

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents changes in goodwill allocated to the Company’s reportable segments (in millions) :

Network Enablement Service Enablement

Optical Security

and Performance

Network and Service Enablement Optical Security and Performance Products Total

Balance as of June 28, 2025 $ 553.5 $ 42.2 $ 595.7

Acquisition 129.7 — — $ 129.7

Currency translation ( 3.4 ) — ( 3.4 )

Balance as of March 29, 2025 $ 530.7 $ 12.5 $ 42.2 $ 585.4

Balance as of September 27, 2025 $ 550.1 $ 42.2 $ 592.3

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 2025, 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 that triggered an impairment review during the three and nine months ended March 29, 2025.

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 March 29, 2025 and June 29, 2024 ( in millions ):

As of March 29, 2025 Gross Carrying Amount Accumulated Amortization Net

There were no events or changes in circumstances that triggered an impairment review during the three months ended September 27, 2025.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present details of the Company’s acquired developed technology, customer relationships and other intangibles as of September 27, 2025 and June 28, 2025 ( in millions ):

As of September 27, 2025 Gross Carrying Amount Accumulated Amortization Net

Acquired developed technology $ 533.6 $ ( 423.7 ) $ 109.9

7 unchanged sentences

Total intangibles $ 787.6 $ ( 656.0 ) $ 131.6

(1) Other intangibles consist primarily of patents, proprietary know-how and trade secrets, trademarks and trade names.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) Other intangibles consist of patents, proprietary know-how and trade secrets, trademarks and trade names.

The following table presents the amortization recorded relating to acquired developed technology, customer relationships and other intangibles ( in millions ):

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Three Months Ended

September 27, 2025 September 28, 2024

Cost of revenues $ 6.9 $ 3.3

1 unchanged sentence

Total amortization of intangible assets $ 8.4 $ 4.4

Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of March 29, 2025, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ):

Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of September 27, 2025, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ):

Remainder of 2026 $ 23.1

2 unchanged sentences

The acquired developed technology, customer relationships and other intangibles balances are adjusted quarterly to record the effect of currency translation adjustments.

As of March 29, 2025 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 ):

March 29, 2025 June 29, 2024

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of September 27, 2025 and June 28, 2025, 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 27, 2025 June 28, 2025

Principal amount of 1.625 % Senior Convertible Notes

$ 152.5 $ 250.0

Unamortized 1.625 % Senior Convertible Notes debt discount

( 1.2 ) ( 3.3 )

Unamortized 1.625 % Senior Convertible Notes debt issuance cost

( 0.2 ) ( 0.5 )

Short-term debt $ 151.1 $ 246.2

Principal amount of 0.625 % Senior Convertible Notes

Unamortized 0.625 % Senior Convertible Notes debt issuance cost

Principal amount of 3.75 % Senior Notes

$ 400.0 $ 400.0

Unamortized 3.75 % Senior Notes debt issuance cost

( 3.5 ) ( 3.7 )

Principal amount of 1.625 % Senior Convertible Notes

Unamortized 1.625 % Senior Convertible Notes debt discount

Unamortized 1.625 % Senior Convertible Notes debt issuance cost

Long-term debt $ 640.5 $ 396.3

The Company was in compliance with all debt covenants as of March 29, 2025 and June 29, 2024.

The Company was in compliance with all debt covenants as of September 27, 2025 and June 28, 2025.

For additional debt transactions entered, or credit facility amended after September 27, 2025, refer to “Note 20.

Subsequent Events” for more information.

0.625 % Senior Convertible Notes (2031 Notes)

On August 20, 2025, the Company issued $ 250.0 million aggregate principal amount of 0.625 % Senior Convertible Notes due 2031 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The Company issued $ 100.9 million aggregate principal amount of the 2031 Notes to certain holders of the 1.625 % Senior Convertible Notes (2026 Notes) in exchange for $ 97.5 million principal amount of the 2026 Notes (the 2025 Exchange Transaction) and issued and sold $ 149.1 million aggregate principal amount of the 2031 Notes in a private placement to accredited institutional buyers (the 2025 Subscription Transactions).

The Company intends to use the proceeds to retire the remaining principal amount of the 2026 Notes upon maturity.

The 2025 Exchange Transaction was accounted for as an extinguishment which resulted in the write-off of unamortized debt discount and issuance costs of $ 1.1 million on the extinguished notes.

Accrued interest of $ 0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes.

The total loss from the exchange was $ 3.8 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.

Concurrent with the transactions discussed above, the Company repurchased and subsequently retired 2.7 million shares of its common stock for $ 30.0 million under the 2022 Repurchase Plan.

In connection with the issuance of the 2031 Notes, the Company incurred $ 6.1 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 2031 Notes are an unsecured obligation of the Company and bear interest at an annual rate of 0.625 %, payable semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2026.

The 2031 Notes will mature on March 1, 2031 unless earlier converted, redeemed or repurchased.

As of September 27, 2025, the expected remaining term of the 2031 Notes is 5.4 years.

VIAVI SOLUTIONS INC.

12 unchanged sentences

The 2026 Notes will mature on March 15, 2026 unless earlier converted, redeemed or repurchased.

As of March 29, 2025, the expected remaining term of the 2026 Notes is less than 1.0 year.

As of September 27, 2025, the expected remaining term of the 2026 Notes is less than 0.5 years.

3.75 % Senior Notes (2029 Notes)

4 unchanged sentences

The 2029 Notes will mature on October 1, 2029 unless earlier redeemed or repurchased.

As of March 29, 2025, the expected remaining term of the 2029 Notes is 4.5 years.

1.75 % Senior Convertible Notes (2023 Notes)

On May 29, 2018, the Company issued $ 225.0 million aggregate principal amount of 1.75 % Senior Convertible Notes due 2023 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The Company issued $ 155.5 million aggregate principal of the 2023 Notes to certain holders of the 2033 Notes in exchange for $ 151.5 million principal of the 2033 Notes and issued and sold $ 69.5 million aggregate principal amount of the 2023 Notes in a private placement to accredited institutional buyers (the Private Placement).

In connection with the issuance of the 2023 Notes, the Company incurred $ 2.2 million of issuance costs.

The debt issuance costs were capitalized and amortized to interest expense using the straight-line method from the issuance date through maturity on June 1, 2023.

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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of September 27, 2025, the expected remaining term of the 2029 Notes is 4.0 years.

1.00 % Senior Convertible Notes (2024 Notes)

4 unchanged sentences

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.

The 2023 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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Senior Secured Asset-Based Revolving Credit Facility

9 unchanged sentences

In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 if excess availability under the facility is less than the greater of 10 % of the lesser of maximum revolver amount and borrowing base and $ 20 million.

As of March 29, 2025, we had no borrowings under this facility and our available borrowing capacity was approximately $ 165.6 million, net of outstanding standby letters of credit of $ 4.4 million.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of September 27, 2025, we had no borrowings under this facility and our available borrowing capacity was approximately $ 181.0 million, net of outstanding standby letters of credit of $ 3.8 million.

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 Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Three Months Ended

September 27, 2025 September 28, 2024

Interest expense-contractual interest $ 4.8 $ 4.8

3 unchanged sentences

Total interest expense $ 7.4 $ 7.5

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is a lessee in several operating leases, primarily real estate facilities for office space.

2 unchanged sentences

Lease expense and cash flow information related to our operating leases is as follows ( in millions ):

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Three Months Ended

September 27, 2025 September 28, 2024

Operating lease costs (1)

$ 3.4 $ 3.1 $ 9.8 $ 9.7

Cash paid for amounts included in the measurement of operating lease liabilities $ 3.5 $ 4.7

Operating ROU assets obtained in exchange for operating lease obligations $ 8.0 $ 1.7

(1) Total variable lease costs were immaterial during the nine months ended March 29, 2025 and March 30, 2024.

The total operating costs were included in Cost of revenues, R&D, and SG&A in the Consolidated Statements of Operations.

As of March 29, 2025 and March 30, 2024, the weighted-average remaining lease term was 6.0 years and 6.5 years, respectively, and the weighted-average discount rate was 5.8 % and 5.0 %, respectively.

Future minimum operating lease payments as of March 29, 2025 are as follows ( in millions ):

Weighted-average remaining lease term 5.9 years 6.1 years

Weighted-average discount rate 6.2 % 5.7 %

(1) Total variable lease costs were immaterial during the three months ended September 27, 2025 and September 28, 2024.

The total operating lease 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 27, 2025 are as follows ( in millions ):

Operating Leases

15 unchanged sentences

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.

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our 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 7 % of its global workforce to be affected.

Restructuring activity related to the OSP segment was complete during fiscal 2025.

The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of the second quarter of fiscal 2026.

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) Cash settlements Balance as of March 29, 2025

Fiscal 2024 Plan

NSE/Corp $ 13.4 $ 1.2 $ ( 10.2 ) $ 4.4

OSP 1.2 ( 0.1 ) ( 1.0 ) 0.1

Fiscal 2024 Plan 14.6 1.1 ( 11.2 ) 4.5

Fiscal 2023 Plan

NSE 0.3 ( 0.2 ) ( 0.1 ) —

Fiscal 2023 Plan 0.3 ( 0.2 ) ( 0.1 ) —

Balance as of June 28, 2025

Restructuring and related benefits Cash settlements Balance as of September 27, 2025

$ 3.5 $ ( 0.3 ) $ ( 0.5 ) $ 2.7

(1) Included in Other current liabilities on the Consolidated Balance Sheet as of March 29, 2025 and certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheet as of June 29, 2024.

The Company recorded an income tax benefit of $ 16.3 million and a income tax provision of $ 2.2 million for the three and nine months ended March 29, 2025.

The Company recorded an income tax provision of $ 9.0 million and $ 25.2 million for the three and nine months ended March 30, 2024, respectively.

The income tax benefit for the three months and the income tax provision for the nine months ended March 29, 2025 primarily relates to a $ 25.9 million release of valuation allowance related to the acquisition of Inertial labs and income tax in certain foreign and state jurisdictions based on the Company’s forecasted pre-tax income or loss.

The income tax provision for the three and nine months ended March 30, 2024 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 and the acquisition of Inertial Labs.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 29, 2025 and June 29, 2024, the Company’s unrecognized tax benefits (net of Federal benefits) totaled $ 52.2 million and $ 50.7 million, respectively, and are included in deferred taxes and other non-current tax liabilities.

The Company had $ 4.5 million accrued for the payment of interest and penalties as of March 29, 2025.

(1) Included in Other current liabilities on the Consolidated Balance Sheet as of September 27, 2025 and June 28, 2025.

The Company recorded an income tax provision of $ 19.0 million and $ 9.0 million for the three months ended September 27, 2025 and September 28, 2024, respectively.

The income tax provision for the three months ended September 27, 2025 primarily relates to income tax in certain foreign jurisdictions based on the Company’s forecasted pre-tax income or loss and a $ 9.7 million provision related to a revaluation of the Company’s deferred tax assets due to a change in the German corporate income tax rate.

The income tax provision for the three months September 28, 2024, primarily relates to income tax in certain foreign jurisdictions based on the Company’s forecasted pre-tax income or loss.

As of September 27, 2025 and June 28, 2025, the Company’s unrecognized tax benefits (net of Federal benefits) totaled $ 42.5 million and $ 42.4 million, respectively, and are included in deferred taxes and other non-current tax liabilities.

The Company had $ 3.4 million accrued for the payment of interest and penalties as of September 27, 2025.

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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stockholders' Equity

3 unchanged sentences

The timing of repurchases under the plan will depend upon business and financial market conditions.

During the nine months ended March 29, 2025, the Company repurchased 2.0 million shares of its common stock for $ 16.4 million under the 2022 Repurchase Plan.

As of March 29, 2025, the Company had remaining authorization of $ 198.4 million for future share repurchases under the 2022 Repurchase Plan.

During the three months ended September 27, 2025, the Company repurchased and subsequently retired 2.7 million shares of its common stock for $ 30.0 million under the 2022 Repurchase Plan.

As of September 27, 2025, the Company had remaining authorization of $ 168.4 million for future share repurchases under the 2022 Repurchase Plan.

Stock-Based Compensation

8 unchanged sentences

In addition, the actual number of shares awarded upon vesting of performance-based grants may vary from the target shares depending upon the achievement of the relevant performance or market-based conditions.

During the nine months ended March 29, 2025 and March 30, 2024, the Company granted 4.5 million and 3.6 million time-based restricted stock awards, respectively.

The aggregate grant-date fair value of time-based restricted stock awards granted during the nine months ended March 29, 2025 and March 30, 2024 were estimated to be $ 39.5 million and $ 35.1 million, respectively.

During the nine months ended March 29, 2025 and March 30, 2024, the Company granted 1.5 million and 1.2 million performance-based awards, respectively.

There were no performance-based shares attained over target during the nine months ended March 29, 2025 and March 30, 2024.

The aggregate grant-date fair value of performance-based awards granted during the nine months ended March 29, 2025 and March 30, 2024 were estimated to be $ 15.1 million and $ 13.4 million, respectively.

During the three months ended September 27, 2025 and September 28, 2024, the Company granted 3.3 million and 4.2 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 27, 2025 and September 28, 2024 were estimated to be $ 37.1 million and $ 35.3 million, respectively.

During the three months ended September 27, 2025 and September 28, 2024, the Company granted 1.2 million and 1.5 million performance-based awards, respectively.

There were less than 0.1 million and no performance-based shares attained over target during the three months ended September 27, 2025 and September 28, 2024, respectively.

The aggregate grant-date fair value of performance-based awards granted during the three months ended September 27, 2025 and September 28, 2024 were estimated to be $ 16.3 million and $ 15.1 million, respectively.

As of September 27, 2025, $ 95.1 million of unrecognized stock-based compensation costs remain to be amortized.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 29, 2025, $ 66.6 million of unrecognized stock-based compensation costs remain to be amortized.

The impact on the Company’s results of operations of recording stock-based compensation by function for the three and nine months ended March 29, 2025 and March 30, 2024, is as follows (in millions) :

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

The impact on the Company’s results of operations of recording stock-based compensation by function for the three months ended September 27, 2025 and September 28, 2024, is as follows (in millions) :

Three Months Ended

September 27, 2025 September 28, 2024

Cost of revenues $ 1.0 $ 1.2

2 unchanged sentences

Total stock-based compensation expense $ 13.4 $ 12.7

Approximately $ 1.3 million and $ 1.2 million of stock-based compensation was capitalized to inventory as of March 29, 2025 and March 30, 2024, respectively.

Approximately $ 1.1 million and $ 1.2 million of stock-based compensation was capitalized to inventory as of September 27, 2025 and September 28, 2024, respectively.

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.

The Company also is responsible for a defined benefit plan comprising of gratuity payments for present employees in India and non-pension post-retirement benefit obligation assumed from a past acquisition.

These pension plans, with the exception of India, have been closed to new participants and no additional service costs are being accrued, except for certain plans in Germany assumed in connection with an acquisition in fiscal 2010.

Benefits are generally based upon years of service and compensation or stated amounts for each year of service.

As of March 29, 2025, the U.K.

plan was fully funded while the other plans were unfunded.

As of September 27, 2025, the U.K.

and India plans were fully funded while the other plans were unfunded.

The Company’s policy for funded plans is to make contributions equal to or greater than the requirements prescribed by law or regulation.

For unfunded plans, the Company pays the post-retirement benefits when due.

During the nine months ended March 29, 2025, the Company contributed $ 1.0 million to the U.K.

During the three months ended September 27, 2025, the Company contributed $ 0.3 million to the U.K.

plan and $ 1.3 million to the other plans.

1 unchanged sentence

The following table presents the components of net periodic cost for the pension and benefits plans ( in millions ):

Three Months Ended Nine Months Ended

March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

Three Months Ended

September 27, 2025 September 28, 2024

Interest cost $ 0.8 $ 0.8

7 unchanged sentences

Based on actuarial assumptions, the Company expects to incur cash outlays of approximately $ 7.6 million related to its defined benefit pension plans during fiscal 2026 to make current benefit payments and fund future obligations.

As of March 29, 2025, approximately $ 4.8 million had been incurred.

As of September 27, 2025, approximately $ 1.6 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 28, 2025.

13 unchanged sentences

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.

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 that 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.

Outstanding Letters of Credit, Performance Bonds and Other Claims

As of March 29, 2025, the Company had standby letters of credit of $ 6.6 million and performance bonds and other claims of $ 1.9 million collateralized by restricted cash.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of September 27, 2025, the Company had standby letters of credit of $ 6.3 million and performance bonds and other claims of $ 2.0 million collateralized by restricted cash.

Product Warranties

The following table presents the changes in the Company’s warranty reserve during the three and nine months ended March 29, 2025 ( in millions ):

March 29, 2025

Three Months Ended Nine Months Ended

The following table presents the changes in the Company’s warranty reserve during the three months ended September 27, 2025 and September 28, 2024 ( in millions ):

September 27, 2025 September 28, 2024

Balance as of beginning of period $ 6.7 $ 7.5

1 unchanged sentence

Utilization of reserve ( 0.6 ) ( 0.7 )

Adjustments to pre-existing warranties (includes changes in estimates) — ( 0.3 )

Balance as of end of period $ 6.5 $ 7.0

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The Company evaluates its operating segments in accordance with the authoritative guidance on segment reporting.

The Company’s Chief Executive Officer as the Company’s Chief Operating Decision Maker (CODM) uses operating segment financial information to evaluate segment performance and to allocate resources.

The Company’s operating and reportable segments are:

(i) Network and Service Enablement (NSE):

NSE 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 AIOps for any kind of network, including wireless, wireline, cloud, satellite, public safety, military and critical infrastructure.

NSE also offers a range of product support and professional services such as repair, calibration, software support and technical assistance for its products.

(ii) 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, 3D sensing, government and aerospace, automotive and industrial markets .

Segment Reporting

The CODM manages the Company in two broad business categories:

Network and Service Enablement (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 CODM evaluates segment performance of the NSE and OSP business based on segment operating margins.

The CODM uses segment operating margin to make budgeting and forecasting decisions and to assess the performance of our segments, primarily by monitoring actual results versus the prior year, the annual budget and forecasted results.

In addition, the CODM reviews inventory levels by segment.

The Company allocates corporate-level operating expenses to its segment results, except for certain non-core operating and non-operating activities as discussed below.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company does not allocate stock-based compensation, acquisition related charges, amortization of intangibles, amortization of inventory step-up, 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.

The Company does not allocate stock-based compensation, acquisition and integrated related charges, amortization of acquisition related intangibles, amortization of acquisition related inventory step-up, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, non-operating income and expenses, 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 “Unallocated other expenses” in the table below.

Additionally, the Company does not specifically identify and allocate all assets by operating segment.

The following tables present information on the Company’s reportable segments for the three months ended March 29, 2025 and March 30, 2024 ( in millions ):

Three Months Ended March 29, 2025

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 $ 156.0 $ 8.9 $ 164.9 $ 76.6 $ — $ 241.5

Service revenue 32.0 11.3 43.3 — — 43.3

Net revenue $ 188.0 $ 20.2 $ 208.2 $ 76.6 $ — $ 284.8

Gross profit $ 119.2 $ 12.1 $ 131.3 $ 39.5 $ ( 10.1 ) $ 160.7

Gross margin 63.4 % 59.9 % 63.1 % 51.6 % 56.4 %

Operating income $ 21.7 $ 26.0 $ ( 39.2 ) $ 8.5

Operating margin 10.4 % 33.9 % 3.0 %

Three Months Ended March 30, 2024

Network and Service Enablement

Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1)

Consolidated GAAP Measures

Product revenue

$ 124.0 $ 7.1 $ 131.1 $ 76.2 $ — $ 207.3

Service revenue

27.7 11.0 38.7 — — 38.7

Net revenue $ 151.7 $ 18.1 $ 169.8 $ 76.2 $ — $ 246.0

Gross profit $ 93.3 $ 11.0 $ 104.3 $ 38.2 $ ( 4.6 ) $ 137.9

Gross margin 61.5 % 60.8 % 61.4 % 50.1 % 56.1 %

Operating (loss) income $ ( 3.1 ) $ 26.1 $ ( 34.9 ) $ ( 11.9 )

Operating margin ( 1.8 ) % 34.3 % ( 4.8 ) %

(1) See below table for details of reconciling items impacting gross profit and operating income.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Three Months Ended

March 29, 2025 March 30, 2024

Corporate reconciling items impacting gross profit:

Total segment gross profit $ 170.8 $ 142.5

Stock-based compensation ( 2.0 ) ( 1.2 )

Amortization of intangibles ( 6.1 ) ( 3.5 )

Amortization of inventory step up ( 1.7 ) —

Other (charges) benefits unrelated to core operating performance (1)

Total reconciling items ( 10.1 ) ( 4.6 )

GAAP gross profit $ 160.7 $ 137.9

Corporate reconciling items impacting operating income (loss):

Total segment operating income $ 47.7 $ 23.0

Stock-based compensation ( 14.1 ) ( 12.8 )

Amortization of intangibles ( 7.3 ) ( 5.0 )

Change in fair value of contingent liability ( 2.5 ) ( 0.6 )

Acquisition and integration related charges ( 13.3 ) ( 16.0 )

Amortization of inventory step up ( 1.7 ) —

Other charges unrelated to core operating performance (1)

( 0.6 ) ( 0.4 )

Restructuring and related benefits (charges) 0.3 ( 0.1 )

Total reconciling items ( 39.2 ) ( 34.9 )

GAAP operating income (loss) from continuing operations $ 8.5 $ ( 11.9 )

(1) Other items include charges 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.

The following tables present information on the Company’s reportable segments for the nine months ended March 29, 2025 and March 30, 2024 ( in millions ):

Nine Months Ended March 29, 2025

Network and Service Enablement

Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1)

Consolidated GAAP Measures

The following tables present information on the Company’s reportable segments for the three months ended September 27, 2025 and September 28, 2024 ( in millions ):

Three Months Ended September 27, 2025

Network and Service Enablement Optical Security and Performance Products Total

Product revenue $ 174.3 $ 83.1 $ 257.4

1 unchanged sentence

Net revenue 216.0 $ 83.1 $ 299.1

Gross profit $ 320.9 $ 37.0 $ 357.9 $ 119.0 $ ( 19.3 ) $ 457.6

Gross margin 63.1 % 62.8 % 63.1 % 52.6 % 57.6 %

Operating income $ 31.8 $ 80.2 $ ( 69.8 ) $ 42.2

Operating margin 5.6 % 35.4 % 5.3 %

Cost of revenues 79.9 39.6

Research and development 48.9 3.9

Selling, general and administrative 43.5 6.2

Other segment items (1)

Total operating expense 119.8 12.7

Segment operating income $ 16.3 $ 30.8 $ 47.1

Segment operating margin 7.5 % 37.1 %

Unallocated other expenses ( 39.5 )

Loss on convertible note extinguishment ( 3.8 )

Interest and other income, net 1.3

Interest expense ( 7.4 )

Loss before income taxes and equity investment losses $ ( 2.3 )

Inventories, net $ 82.0 $ 42.5 $ 124.5

Assets not allocated to segments 1,957.6

Total assets $ 2,082.1

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Nine Months Ended March 30, 2024

Network and Service Enablement

Network Enablement Service Enablement Network and Service Enablement Optical Security and Performance Products Other Items (1)

Consolidated GAAP Measures

Three Months Ended September 28, 2024

Network and Service Enablement Optical Security and Performance Products Total

Product revenue

$ 118.7 $ 78.8 $ 197.5

Service revenue

Net revenue $ 159.4 $ 78.8 $ 238.2

Gross profit $ 285.1 $ 41.3 $ 326.4 $ 117.9 $ ( 14.0 ) $ 430.3

Gross margin 62.4 % 66.0 % 62.8 % 51.6 % 57.5 %

Operating income $ 4.8 $ 82.7 $ ( 61.0 ) $ 26.5

Operating margin 0.9 % 36.2 % 3.5 %

(1) See below table for details of reconciling items impacting gross profit and operating income.

Nine Months Ended

March 29, 2025 March 30, 2024

Corporate reconciling items impacting gross profit:

Total segment gross profit $ 476.9 $ 444.3

Stock-based compensation ( 4.5 ) ( 3.7 )

Amortization of intangibles ( 12.7 ) ( 10.4 )

Amortization of inventory step up ( 1.7 ) —

Other (charges) benefits unrelated to core operating performance (1)

Total reconciling items ( 19.3 ) ( 14.0 )

GAAP gross profit $ 457.6 $ 430.3

Corporate reconciling items impacting operating income:

Total segment operating income $ 112.0 $ 87.5

Stock-based compensation ( 40.5 ) ( 36.6 )

Amortization of intangibles ( 16.0 ) ( 15.4 )

Change in fair value of contingent liability 4.9 7.8

Acquisition and integration related charges ( 16.7 ) ( 16.6 )

Other charges unrelated to core operating performance (1)(2)

( 0.2 ) ( 1.0 )

Amortization of inventory step up ( 1.7 ) —

Litigation settlement 1.3 —

Restructuring and related (charges) benefits ( 0.9 ) 0.8

Total reconciling items ( 69.8 ) ( 61.0 )

GAAP operating income from continuing operations $ 42.2 $ 26.5

(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 nine months ended March 29, 2025 is a gain of $ 0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance of $ 1.1 million.

Cost of revenues 62.3 35.2

Research and development 42.1 4.7

Selling, general and administrative 37.4 5.6

Other segment items (1)

Total operating expense 104.4 12.4

Segment operating (loss) income $ ( 7.3 ) $ 31.2 $ 23.9

Segment operating margin ( 4.6 ) % 39.6 %

Unallocated other expenses ( 12.4 )

Interest and other income, net 3.2

Interest expense ( 7.5 )

Income before income taxes and equity investment losses $ 7.2

Inventories, net $ 49.2 $ 44.0 $ 93.2

Assets not allocated to segments 1,644.4

Total assets $ 1,737.6

(1) Other segment items represents allocation of corporate level operating expenses.

VIAVI SOLUTIONS INC.

4 unchanged sentences

For example, certain customers may request shipment of the Company’s product to a contract manufacturer in one country, which may differ from the location of their end customers.

The following table presents net revenue by the three geographic regions in which the Company operates and net revenue from countries that exceeded 10% of the Company’s total net revenue for the three and nine months ended March 29, 2025 and March 30, 2024 (in millions):

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 27, 2025 and September 28, 2024 (in millions):

Three Months Ended

March 29, 2025 March 30, 2024

Product Revenue Service Revenue Total Product Revenue Service Revenue Total

United States $ 75.2 $ 14.7 $ 89.9 $ 62.3 $ 14.0 $ 76.3

Other Americas 12.3 5.9 18.2 8.8 3.2 12.0

Total Americas $ 87.5 $ 20.6 $ 108.1 $ 71.1 $ 17.2 $ 88.3

Asia-Pacific:

Greater China $ 50.8 $ 1.1 $ 51.9 $ 45.7 $ 1.3 $ 47.0

Other Asia-Pacific 41.8 7.0 48.8 36.5 6.2 42.7

Total Asia-Pacific $ 92.6 $ 8.1 $ 100.7 $ 82.2 $ 7.5 $ 89.7

$ 61.4 $ 14.6 $ 76.0 $ 54.0 $ 14.0 $ 68.0

Total net revenue $ 241.5 $ 43.3 $ 284.8 $ 207.3 $ 38.7 $ 246.0

Nine Months Ended

March 29, 2025 March 30, 2024

September 27, 2025 September 28, 2024

Product Revenue Service Revenue Total Product Revenue Service Revenue Total

8 unchanged sentences

Total net revenue $ 257.4 $ 41.7 $ 299.1 $ 197.5 $ 40.7 $ 238.2

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsequent Events

On October 16, 2025, the Company completed the acquisition of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business from Keysight Technologies, Inc.

(Keysight) for $ 425 million, subject to working capital adjustments.

We will account for the acquisition as a business combination.

Due to the closing of this acquisition subsequent to the period end, the Company is currently determining the fair value of assets acquired and liabilities assumed necessary to develop the purchase price allocation.

Therefore, disclosure of the purchase price allocation to the tangible and intangible assets acquired and liabilities assumed is not practicable.

Concurrent with the closing of the acquisition, the Company entered into a $ 600 million senior secured term loan credit agreement (Term Loan Credit Agreement) with Wells Fargo Bank, National Association (Wells Fargo), as administrative agent, and other lenders.

The term loans, which mature on October 16, 2032, are secured by substantially all of the assets of the Company and those of its domestic subsidiaries.

The proceeds from the term loans were used to finance a portion of the acquisition, acquisition related expenses and will be used for general corporate purposes.

The term loans bear interest at rates based on SOFR or a specified base rate plus applicable margins, with quarterly principal payments of 1.0 % per annum, commencing on March 31, 2026.

The Company may repay all or part of the term loans early at its option.

Fees contingent on the closing of the term loans were approximately $ 12.4 million.

The covenants of the Term Loan Credit Agreement include customary restrictive covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens, make certain acquisitions, investments, asset dispositions and restricted payments, undertake fundamental changes and enter into restrictive agreements, in each case subject to certain exceptions.

The Term Loan Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans and realize upon the collateral securing the obligations under the Term Loan Credit Agreement and any related guarantees thereof.

On October 16, 2025, the Company entered into an agreement with Wells Fargo to amend and extend its Senior Secured Asset-Based Revolving Credit Facility.

The amendment reduced the commitment under the credit facility to $ 200 million and extended the maturity to October 16, 2030.

Amounts outstanding under the credit facility 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, SOFR plus a margin of 1.50 % to 2.00 % per annum, or (ii) a specified base rate plus a margin of 0.50 % to 1.00 %, in each case, depending on the average excess availability under the facility.

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-Q

Item 1. Financial Statements