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Item 7. Management’s Discussion and Analysis

2026-08-13 compared with 2025-08-11 · 165 added, 111 removed, 320 unchanged (46% of the section changed)

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The following discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the period ended June 27, 2026.

Unless otherwise noted, all references herein for the years 2025, 2024 and 2023 represent the fiscal years ended June 28, 2025, June 29, 2024 and July 1, 2023, respectively.

Unless otherwise noted, all references herein for the years 2026, 2025 and 2024 represent the fiscal years ended June 27, 2026, June 28, 2025 and June 29, 2024, respectively.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year-to-year and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements.

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Our actual results could differ materially from those discussed in the forward-looking statements.

VIAVI is a global provider of network test, monitoring and assurance solutions for telecommunications, cloud, enterprises, first responders, military, aerospace and critical infrastructure.

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

VIAVI is a global leader in test and measurement and optical technologies.

Our test and measurement, and resilient position, navigation and timing solutions enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications.

In addition, we develop and advance technologies used in high-volume optical applications across anti-counterfeiting, consumer electronics, aerospace, industrial and automotive end markets.

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

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• Optical Security and Performance Products (OSP).

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

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

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

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

During fiscal 2025, NSE revenue growth was mainly driven by strong demand primarily from the data center ecosystem for field, lab and production products for fiber and data center buildouts.

We also saw growth in our aerospace and defense products.

This was partially offset by a decline in spend for wireless and cable products by network equipment manufacturers (NEMs) and service providers.

OSP performance slightly improved year-over-year with growth in our Anti-Counterfeiting and Other products as the industry’s inventory levels normalized.

During fiscal 2026, NSE revenue growth was mainly a result of strong demand for lab and production and field products, driven by the data center ecosystem and our acquisition of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business) as well as demand for our aerospace and defense products.

OSP performance improved year-over-year driven by anti-counterfeiting and other products, which include government, industrial and automotive end markets products and 3D sensing.

Our financial results and long-term growth model will continue to be driven by revenue growth, non-GAAP operating income, non-GAAP operating margin, non-GAAP diluted earnings per share (EPS) and cash flow from operations.

We believe these key operating metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our marketing and operational strategies.

Proposed Acquisition

On March 2, 2025, the Company entered into a purchase agreement to acquire Spirent Communications plc’s (Spirent) high-speed ethernet and network security business lines and subsequently amended the agreement on May 28, 2025 to also purchase Spirent’s channel emulation testing business (collectively, the HSE, network security and CE businesses) from Keysight Technologies, Inc.

for our NSE segment.

The total purchase consideration of $425 million will 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 consummation of the acquisition is conditioned on regulatory approvals and is currently estimated to close by the end of September 2025.

During the fourth quarter, we successfully priced and allocated the $600 million Term Loan B which will be used to fund the transaction at close and for general corporate purposes.

The Term Loan B will close concurrently with the transaction.

Looking Ahead to 2027

As we look forward to fiscal 2026, we expect to continue to see stabilization and growth in many of our traditional businesses.

As we look forward to fiscal 2027, we expect to continue to see growth in many of our traditional businesses.

Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure.

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

administration has implemented and could implement further broad-based, updated global tariffs and the situation continues to be dynamic and evolving.

As we operate in this challenging environment, we are focused on continuing to deliver our products and services to our customers.

Given our global business, tariffs will result in additional cost for us and our suppliers.

We are analyzing ways to optimize our operations and supply chain strategies, control costs and implement pricing actions to reduce the impact from tariffs.

In 2025, the U.S.

administration imposed additional broad-based tariffs under the International Emergency Economic Powers Act (IEEPA).

In February 2026, the U.S.

Supreme Court ruled that IEEPA did not authorize those tariffs, after which the administration imposed temporary replacement tariffs.

As of June 27, 2026, the Company had paid approximately $22.4 million of IEEPA tariffs and had received and recognized approximately $1.5 million of refunds related to eligible IEEPA tariffs.

Subsequent to June 27, 2026, the Company received approximately $11.0 million of additional refunds, comprised primarily of tariff refunds and related statutory interest associated with previously submitted IEEPA refund claims, which were not recognized as of June 27, 2026 because the recognition criteria for contingent gains had not been met as of the balance sheet date.

The global tariff environment continues to evolve, and these tariffs, as well as any other tariffs or other trade actions affecting China or other jurisdictions relevant to VIAVI, may increase the cost of certain materials and/or products, thereby adversely affecting our profitability.

We continue to take actions to optimize our supply chain, control costs and implement pricing actions to mitigate the impact of evolving tariff policies.

FINANCIAL HIGHLIGHTS

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• Non-GAAP operating margin of 20.6%, up 630 bps year-over-year

• GAAP diluted EPS of $0.15, up $0.27 or 225.0% year-over-year

• GAAP diluted EPS of $(0.13), down $0.28 or 186.7% year-over-year

• Non-GAAP diluted EPS of $1.00, up $0.53 or 112.8% year-over-year

In fiscal 2025, VIAVI began to experience stabilization and growth across many of our product segments.

Net revenue of $1.08 billion was up $83.9 million compared to fiscal 2024, primarily from the data center ecosystem for field, lab and production products for fiber and data center buildouts, as well as growth in our aerospace and defense products, which was partially offset by a decline in spend by NEMs and service providers for wireless and cable products.

Our acquisition of Inertial Labs contributed $25.2 million of net revenue in fiscal 2025.

OSP performance slightly improved year-over-year with growth in our Anti-Counterfeiting and Other products.

In fiscal 2026, VIAVI continued to grow across many of our product segments.

Net revenue of $1.5 billion was up $434.0 million compared to fiscal 2025, primarily from strong demand for lab and production and field products, driven by the data center ecosystem, our acquisition of Spirent’s HSE and CE business as well as demand for our aerospace and defense products, which was partially offset by a decline in spend for wireless products.

Our acquisitions of Spirent’s HSE and CE business and Inertial Labs contributed $145.0 million and $86.1 million, respectively, of net revenue in fiscal 2026.

OSP performance improved year-over-year driven by anti-counterfeiting and other products and 3D sensing.

VIAVI's fiscal 2026 GAAP operating margin of 6.9% was up 160 bps compared to fiscal 2025 primarily due to higher volumes and favorable product mix, partially offset by the increase in intangible amortization.

Non-GAAP operating margin of 20.6% increased 630 basis points primarily due to the increase in revenue, partially offset by higher operating expenses.

GAAP diluted EPS of $0.15 increased $0.27 from fiscal 2024 primarily due to the increase in revenue.

Non-GAAP diluted EPS of $0.47 increased $0.14 from fiscal 2024 also due to the increase in revenue.

GAAP diluted EPS of $(0.13) decreased $0.28 from fiscal 2025 primarily due to the loss on debt extinguishments in fiscal 2026 and a $25.0 million release of valuation allowance related to our acquisition of Inertial Labs in fiscal 2025.

Non-GAAP diluted EPS of $1.00 increased $0.53 from fiscal 2025 due primarily to the increase in revenue.

In fiscal 2026, we generated $113.9 million in operating cash flow and deployed $31.1 million or 2.0% of revenue towards capital expenditures.

We also expended $121.7 million towards the acquisition of Inertial Labs and repurchased 2.0 million shares of our common stock for $16.4 million.

We also expended $399.3 million towards the acquisition of Spirent’s HSE and CE business and issued 12.8 million shares of our common stock pursuant to an underwritten public offering for net proceeds of $557.1 million.

Beginning in the fourth quarter of fiscal 2026, the Company modified its non-GAAP presentation to exclude employer payroll taxes related to stock-based compensation.

Consistent with this modification, employer payroll taxes related to stock-based compensation are no longer allocated to the Company's segment results.

Prior-period non-GAAP financial measures and segment results have been recast to conform to the current presentation.

Management believes excluding employer payroll taxes related to stock-based compensation aligns the treatment of these taxes, which are highly variable, with the underlying stock-based compensation expense and provides a more consistent measure of operating performance.

Accordingly, this modification is intended to enhance investors’ understanding of the Company’s operating performance.

These changes have no impact on any of the Company’s previously reported U.S.

GAAP results.

A reconciliation of GAAP financial measures to Non-GAAP financial measures is provided below ( in millions, except EPS amounts ):

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Stock-based compensation 55.4 3.6 % 53.1 4.9 %

Change in fair value of contingent liability (8.3) (0.8) % (9.5) (1.0) %

Employer payroll tax on employee share-based awards 2.7 0.2 % 1.3 0.1 %

Change in fair value of contingent consideration 33.0 2.2 % (8.3) (0.8) %

Acquisition and integration related charges 12.6 0.8 % 22.3 2.1 %

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June 27, 2026 June 28, 2025

Net Income Diluted

EPS Net (Loss) Income Diluted

Net (Loss) Income Diluted

EPS Net Income Diluted

GAAP measures $ (30.4) $ (0.13) $ 34.8 $ 0.15

Items reconciling GAAP Net Income (Loss) and EPS to Non-GAAP Net Income and EPS:

Items reconciling GAAP Net (Loss) Income and EPS to Non-GAAP Net Income and EPS:

Stock-based compensation 55.4 0.23 53.1 0.23

Change in fair value of contingent liability (8.3) (0.03) (9.5) (0.04)

Employer payroll tax on employee share-based awards 2.7 0.01 1.3 0.01

Change in fair value of contingent consideration 33.0 0.14 (8.3) (0.03)

Acquisition and integration related charges 12.6 0.05 22.3 0.10

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Non-cash interest expense and other expense (2)

(Benefit from) provision for income taxes (30.5) (0.14) 6.5 0.03

57.0 0.23 4.7 0.02

Provision for (benefit from) income taxes 9.4 0.04 (30.5) (0.14)

Total related to Net Income and EPS 274.2 1.13 71.9 0.32

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Shares used in per share calculation for Non-GAAP EPS 242.9 225.7

(1) Included in the year ended June 28, 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 $2.2 million.

(1) Included in the year ended June 27, 2026 are $4.8 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire, $0.4 million of accelerated depreciation and other charges unrelated to core operating performance.

Included in the year ended June 27, 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.

(2) The Company incurred a loss of $56.7 million for the year ended June 27, 2026 in connection with the extinguishment of certain 1.625% Senior Convertible Notes and prepayments of the Term Loan B.

Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, and better to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance.

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance.

The Company uses the measures disclosed in this Annual Report on Form 10-K to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors.

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Cost of revenues, costs of research and development and costs of selling, general and administrative :

The Company’s GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, plant and equipment and intangibles, (ii) charges such as severance, benefits and outplacement costs related to restructuring plans with a specific and defined term, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, (v) amortization expense related to acquired intangibles, (vi) amortization expense related to acquisition related inventory step-up, (vii) changes in fair value of contingent consideration liabilities, (viii) acquisition related transaction and integration costs related to acquired entities, (ix) litigation and legal settlements and (x) other charges unrelated to our core operating performance comprised mainly of other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations and reorganizations.

The Company’s GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, plant and equipment and intangibles, (ii) charges such as severance, benefits and outplacement costs related to restructuring plans with a specific and defined term, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, including related employer payroll taxes, (v) amortization expense related to acquired intangibles, (vi) amortization expense related to acquisition related inventory step-up, (vii) changes in fair value of contingent consideration liabilities, (viii) acquisition related transaction and integration costs related to acquired entities, (ix) significant legal settlements and other contingencies and (x) other charges unrelated to our core operating performance comprised mainly of other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations and reorganizations.

The Company excludes these items in calculating non-GAAP operating margin, non-GAAP net income and non-GAAP EPS.

Non-cash interest expense and other expense :

The Company excludes certain investing expenses, including accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, when calculating non-GAAP net income and non-GAAP EPS.

The Company excludes certain non-cash interest and other expenses, including loss on debt extinguishment, accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, when calculating non-GAAP net income and non-GAAP EPS.

Income tax expense or benefit :

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This section of this Annual Report on Form 10-K generally discusses the results of operations for the fiscal years ended June 27, 2026 and June 28, 2025 and year-to-year comparisons between such fiscal years.

Discussions of the year-to-year comparisons between the fiscal years ended June 29, 2024 and July 1, 2023, that are not included in this Annual Report on Form 10-K, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 29, 2024 .

Discussions of the year-to-year comparisons between the fiscal years ended June 28, 2025 and June 29, 2024, that are not included in this Annual Report on Form 10-K, can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 28, 2025 .

The results of operations for the current period are not necessarily indicative of results to be expected for future periods.

The following table summarizes selected Consolidated Statements of Operations items as a percentage of net revenue:

June 28, 2025 June 29, 2024 July 1, 2023

June 27, 2026 June 28, 2025 June 29, 2024

Segment net revenue:

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Income from operations 6.9 5.3 2.1

Loss on convertible note modification — — (0.2)

Loss on debt extinguishment (3.7) — —

Interest and other income, net 1.0 1.1 2.2

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Equity investment earnings — — —

Net income (loss) 3.2 % (2.6) % 2.3 %

Net (loss) income (2.0) % 3.2 % (2.6) %

Financial Data for Fiscal 2026, 2025 and 2024

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Percentage of net revenue 1.1 % 0.1 % 0.1 % 1.4 %

Loss on convertible note modification $ — $ — $ — — % $ — $ (2.2) $ 2.2 NM

Loss on debt extinguishment $ (56.7) $ — $ (56.7) NM $ — $ — $ — — %

Percentage of net revenue (3.7) % — % — % — %

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GAAP and not using constant dollars.

If currency exchange rates had been constant in fiscal 2025 and 2024, our consolidated net revenue in “constant dollars” would have increased from fiscal 2024 to fiscal 2025 by an additional $3.3 million, or 0.3% of net revenue, which primarily impacted our NSE segment.

If currency exchange rates had been constant in fiscal 2026 and 2025, our consolidated net revenue in “constant dollars” would have decreased by $10.4 million, or 0.7% of net revenue for fiscal 2026, which primarily impacted our NSE segment.

The impact of foreign currency fluctuations on net revenue was not indicative of the impact on net income due to the offsetting foreign currency impact on operating costs and expenses.

If currency exchange rates had been constant in fiscal 2025 and 2024, our consolidated operating expenses in “constant dollars” would have increased from fiscal 2024 to fiscal 2025 by an additional $0.1 million.

If currency exchange rates had been constant in fiscal 2026 and 2025, our consolidated operating expenses in “constant dollars” would have decreased by $10.8 million for fiscal 2026.

Refer to Item 7A “Qualitative and Quantitative Disclosures about Market Risk” of this Annual Report on Form 10-K for further details on foreign currency instruments and our related risk management strategies.

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Net revenue increased $434.0 million, or 40.0%, during fiscal 2026 when compared to fiscal 2025.

This increase was primarily from the data center ecosystem for field, lab and production products for fiber and data center buildouts, as well as growth in our aerospace and defense products ($25.2 million contributed by our acquisition of Inertial Labs), which was partially offset by a decline in spend by NEMs and service providers for wireless and cable products.

OSP performance slightly improved year-over-year driven by Anti-Counterfeiting and Other products.

This increase was primarily from strong demand for lab and production and field products, driven by the data center ecosystem, our acquisition of Spirent’s HSE and CE business as well as demand for our aerospace and defense products, which was partially offset by a decline in spend for wireless products.

Our acquisition of Spirent’s HSE and CE business contributed $145.0 million of net revenue in fiscal 2026 and Inertial Labs contributed $86.1 million of net revenue in fiscal 2026.

OSP performance improved year-over-year driven by anti-counterfeiting and other products and 3D sensing.

Product revenues increased $412.6 million, or 45.2%, during fiscal 2026 when compared to fiscal 2025, driven by volume increases in NSE and OSP.

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This may limit our visibility, and consequently, our ability to predict future revenue, seasonality, profitability and general financial performance, which could create period-over-period variability in our financial measures and present foreign exchange rate risks.

The recent global tariffs implemented could increase our costs and impact our business.

Global tariffs could increase our costs and impact our business.

We cannot predict when or to what extent these uncertainties will be resolved.

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The following table presents net revenue by the three geographic regions we operate in and net revenue from countries that exceeded 10% of our total net revenue (in millions) :

June 28, 2025 June 29, 2024 July 1, 2023

June 27, 2026 June 28, 2025 June 29, 2024

United States $ 577.9 38.1 % $ 356.0 32.8 % $ 325.4 32.5 %

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Net revenue from customers outside the Americas for fiscal 2026, represented 55.0% of net revenue, a decrease of 5.8 percentage points year-over-year.

We expect revenue from customers outside of the United States to continue to be an important part of our overall net revenue and an increasing focus for net revenue growth opportunities.

We expect revenue from customers outside of the United States to continue to be an important part of our overall net revenue and a focus for net revenue growth opportunities.

Amortization of Acquired Technologies (Cost of revenues)

Amortization of acquired technologies within Cost of revenues for fiscal 2026 increased $25.9 million, or 132.8%, to $45.4 million from $19.5 million in fiscal 2025.

This increase is primarily due to the amortization of intangibles acquired through Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Gross margin in fiscal 2025 declined 0.3 percentage points to 57.3% from 57.6% in fiscal 2024.

This decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up, partially offset by higher volume and favorable product mix.

This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business of $19.1 million and $8.9 million higher amortization for Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Gross margin in fiscal 2026 increased 0.4 percentage points to 57.7% from 57.3% in fiscal 2025.

This increase was primarily driven by the higher volume and favorable product mix offset by an increase in amortization of intangibles.

As discussed in more detail under “Net Revenue” above, we sell products in certain markets that are consolidating, undergoing product, architectural and business model transitions, have high customer concentrations, are highly competitive (increasingly due to Asia-Pacific-based competition), are price sensitive and/or are affected by customer seasonal and mix variant buying patterns.

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Research and Development (R&D) expense increased $54.0 million, or 25.9%, during fiscal 2026 compared to fiscal 2025.

This increase was primarily due to higher variable expenses and incremental cost from the acquisition of Inertial Labs, partially offset by a one-time R&D tax credit catch-up.

As a percentage of net revenue, R&D decreased 0.9 percentage points during fiscal 2025 when compared to fiscal 2024.

This increase was primarily due to incremental cost from the acquisition of Spirent’s HSE and CE business of $30.4 million, higher variable expenses and a full year of expense for Inertial Labs.

As a percentage of net revenue, R&D expense decreased 2.0 percentage points during fiscal 2026 when compared to fiscal 2025.

We believe that continuing our investments in R&D is critical to attaining our strategic objectives.

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Selling, General and Administrative (SG&A) expense increased $119.8 million, or 34.3%, in fiscal 2026 compared to fiscal 2025.

This increase was primarily due to higher variable expenses, higher acquisition and integration related charges and higher stock-based compensation.

This increase was primarily due to the change in fair value of acquisition related contingent consideration of $41.3 million, the incremental cost from the acquisition of Spirent’s HSE and CE business of $28.6 million, higher variable expenses and a full year of expense for Inertial Labs.

As a percentage of net revenue, SG&A decreased 1.3 percentage points in fiscal 2026 when compared to 2025.

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Amortization of Other Intangibles (Operating expenses)

Amortization of intangibles within Operating expenses for fiscal 2025 decreased $1.5 million, or 23.8%, to $4.8 million from $6.3 million in fiscal 2024.

This decrease is primarily due to certain intangible assets becoming fully amortized, partially offset by amortization of intangibles acquired through Inertial Labs.

Amortization of intangibles within Operating expenses for fiscal 2026 increased $17.7 million, or 368.8%, to $22.5 million from $4.8 million in fiscal 2025.

This increase is primarily due to the amortization of intangibles acquired through Spirent’s HSE and CE business of $17.2 million and $2.6 million higher amortization for Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Restructuring

The Company’s restructuring events are primarily intended to reduce costs, consolidate operations, integrate various acquisitions, streamline product manufacturing and address market conditions.

During the third quarter of fiscal 2026, management approved a restructuring and workforce reduction plan (the Fiscal 2026 Plan) across our NSE and OSP segments and Corporate functions intended to improve operational efficiencies, better align the Company’s workforce with current business needs and strategic growth opportunities and includes integration of recently acquired businesses.

The Fiscal 2026 Plan includes a global workforce reduction, facilities rationalization and asset write-offs.

The Company expects approximately 5% of its global workforce to be affected.

We estimate annualized gross cost savings of approximately $30.0 million upon completion of the Fiscal 2026 plan, excluding any one-time charges, as a result of the restructuring activities.

The Company anticipates the Fiscal 2026 Plan to be substantially complete by the end of calendar year 2026.

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across various 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, impacting both segments and corporate functions.

We estimate annualized gross cost savings of approximately $25.0 million excluding any one-time charges as a result of the restructuring activities initiated under the Fiscal 2024 Plan.

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

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 2024 Plan affected approximately 7% of its global workforce and resulted in an estimated annualized gross cost savings of approximately $25.0 million excluding any one-time charges.

The Fiscal 2024 Plan was completed during fiscal 2026.

The Fiscal 2023 Plan affected approximately 5% of the Company's workforce and resulted in an estimated annualized gross cost savings of approximately $25.0 million excluding any one-time charges.

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During fiscal 2026, we recorded restructuring charges of $16.4 million related to the Fiscal 2026 Plan and a benefit of $0.5 million related to the Fiscal 2024 Plan.

During fiscal 2024, we recorded charges of $14.8 million related to the Fiscal 2024 Plan and a benefit of $1.2 million related to the Fiscal 2023 Plan.

During fiscal 2023, we recorded restructuring charges of $12.1 million related to the Fiscal 2023 Plan.

During fiscal 2025, we recorded restructuring charges of $0.9 million related to the Fiscal 2024 Plan and a benefit of $0.2 million related to the Fiscal 2023 Plan.

During fiscal 2024, we recorded restructuring charges of $14.8 million related to the Fiscal 2024 Plan and a benefit of $1.2 million related to the Fiscal 2023 Plan.

Restructuring charges consisting of severance, benefit and outplacement costs were recorded to the Restructuring and related charges line within our Consolidated Statements of Operations.

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Restructuring and Related Charges” under Item 8 of this Annual Report on Form 10-K for more information.

Loss on Convertible Note Modification

During fiscal 2023, the Company exchanged $127.5 million principal value of its 1.00% Senior Convertible Notes due 2024 for $132.0 million principal value of its 1.625% Senior Convertible Notes due 2026 and issued $118.0 million principal value of its 1.625% Senior Convertible Notes due 2026 for cash.

The Company incurred $4.2 million of issuance costs related to this exchange, of which $2.2 million of the issuance costs were recorded as Loss on convertible note modification in the Consolidated Statements of Operations.

The remaining issuance costs of $2.0 million were capitalized within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets and are being amortized as an adjustment to interest expense on a straight-line basis until maturity.

Loss on Debt Extinguishment

During fiscal 2026, the Company prepaid the entire $600.0 million under the Term Loan Credit Agreement resulting in the loan being fully repaid.

The prepayments were accounted for as extinguishments, with the carrying amount of the debt prepaid, including the unamortized debt issuance costs, derecognized, and any difference between the reacquisition price and the carrying amount recognized as a loss on debt extinguishment.

The total loss from the prepayments was $14.2 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.

The Company also entered into separate privately-negotiated agreements with certain holders of its 1.625% Senior Convertible Notes due 2026 (2026 Notes).

The Company issued 7.9 million shares of its common stock for $103.5 million principal amount of the 2026 Notes in December 2025.

The Company also issued $100.9 million aggregate principal amount of its 0.625% Senior Convertible Notes due 2031 (2031 Notes) to certain holders of the 2026 Notes in exchange for $97.5 million principal amount of the 2026 Notes in August 2025.

These 2026 Notes exchange transactions were accounted for as extinguishments which resulted in the write-off of unamortized debt discount and issuance costs of $1.6 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 these extinguishments was $56.7 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.

Interest and Other Income, Net

Interest and other income, net was $15.3 million in fiscal 2026 as compared to $11.1 million in fiscal 2025.

This $10.6 million decrease was primarily driven by a legal settlement in our favor in the amount of $7.3 million in fiscal 2024 and a decrease in interest income due to lower cash balances and lower yields compared to fiscal 2024.

This $4.2 million increase was primarily driven by an increase in other income related to an adjustment to a financing obligation and an increase in interest income due to higher cash balance, partially offset by an unfavorable foreign exchange impact as the balance sheet hedging program provided a less favorable offset to the remeasurement of underlying foreign exchange exposures during the current period.

Interest Expense

Interest expense decreased $0.9 million, or 2.9%, during fiscal 2025 compared to fiscal 2024.

This decrease was primarily driven by lower outstanding debt when compared to fiscal 2024.

Interest expense increased $17.4 million, or 58.0%, during fiscal 2026 compared to fiscal 2025.

This increase was primarily a result of higher outstanding debt with higher average interest rates as a result of the issuance of Term Loan B and additional amortization of debt issuance costs in the current period, partially offset by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishments as well as settlement at maturity during the current period.

Provision for Income Tax

We recorded an income tax provision of $47.5 million for fiscal 2026 .

The expected tax provision derived by applying the federal statutory rate to our income before income taxes for fiscal 2025 differed from the income tax expense recorded primarily due to valuation allowances in addition to withholding taxes, foreign tax rates higher than the federal statutory rate and the U.S.

The expected tax provision derived by applying the federal statutory rate to our income before income taxes for fiscal 2026 differed from the income tax expense recorded primarily due to valuation allowance, withholding taxes, foreign tax rates that differ from the federal statutory rate and the U.S.

inclusion of foreign earnings.

Based on a jurisdiction-by-jurisdiction review of anticipated future income and due to the continued economic uncertainty in the industry, management has determined that in the U.S., it is more likely than not that our net deferred tax assets will not be realized.

During fiscal 2025, the valuation allowance for deferred tax assets decreased by $69.7 million, which was primarily due to the increase in the deferred tax liability that resulted from the acquisition of Inertial Labs and its intangible assets, and the expiration of federal NOLs in the U.S.

The decrease in income tax provision of $33.0 million or 88.2% during fiscal 2025 was due primarily to a $25.0 million release of valuation allowance related to our acquisition of Inertial Labs and a $7.5 million release of state income tax reserves due to the lapse in the statute of limitations.

Based on a jurisdiction-by-jurisdiction review of anticipated future income and due to the continued economic uncertainty in the industry, management determined that in the U.S., it is more likely than not that our net deferred tax assets will not be realized.

During fiscal 2026, the valuation allowance for deferred tax assets decreased by $27.4 million, primarily due to a reduction in our deferred tax assets resulting from the expiration and usage of federal NOLs in the U.S.

The increase in income tax provision of $43.1 million during fiscal 2026 was due primarily to a $7.3 million provision related to the remeasurement of German deferred tax assets and liabilities as a result of changes in the applicable German tax rates, and the absence of a $25.0 million non-recurring benefit recognized in fiscal 2025 from the release of valuation allowance related to our acquisition of Inertial Labs.

We are routinely subjec t to various federal, state and foreign audits by taxing authorities.

We believe that adequate amounts have been provided for any adjustments that may result from these examinations.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA), which includes a broad range of tax reform provisions, was signed into law in the United States.

The effect of OBBBA will be recorded in the first quarter of fiscal 2026, as a change in tax law is accounted for in the period of enactment.

We are currently evaluating the provisions of OBBBA, however we currently do not expect the OBBBA to have a material impact on our annual effective tax rate in fiscal 2026.

Operating Segment Information

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NSE net revenue increased $406.3 million, or 52.3% during fiscal 2026 when compared to fiscal 2025.

This increase was primarily driven by higher volume in Lab and Production, Aerospace and Defense ($25.2 million contributed by our acquisition of Inertial Labs), partially offset by lower volume in Wireless.

This increase was primarily driven by higher volume in Lab and Production ($145.0 million contributed by our acquisition of Spirent’s HSE and CE business), Aerospace and Defense ($86.1 million contributed by Inertial Labs during fiscal 2026 compared to $25.2 million in fiscal 2025), partially offset by lower volume in Wireless.

NSE gross margin increased by 1.6 percentage points during fiscal 2026 to 64.4% from 62.8% in fiscal 2025.

This increase was primarily due to higher volume and favorable product mix.

NSE operating margin increased by 4.3 percentage points during fiscal 2025 to 5.4% from 1.1% in fiscal 2024, primarily driven by higher volume and a one-time R&D tax credit catch-up.

NSE operating margin increased by 10.6 percentage points during fiscal 2026 to 16.1% from 5.5% in fiscal 2025 primarily due to higher volume resulting in operating leverage.

Optical Security and Performance Products

OSP net revenue increased $27.7 million, or 9.0%, during fiscal 2026 when compared to fiscal 2025.

This increase was primarily driven by higher Anti-Counterfeiting and Other revenues, partially offset by a decrease in 3D sensing revenue.

OSP gross margin increased by 1.2 percentage point during fiscal 2025 to 53.1% from 51.9% in fiscal 2024 primarily due to higher volume.

OSP operating margin increased by 0.6 percentage points during fiscal 2025 to 36.5% from 35.9% in fiscal 2024, primarily due to the aforementioned increase in gross margin.

This increase was primarily driven by higher anti-counterfeiting and other products and 3D sensing revenues.

OSP gross margin decreased by 1.0 percentage point during fiscal 2026 to 52.2% from 53.2% in fiscal 2025 primarily due to unfavorable product mix.

OSP operating margin remained flat during fiscal 2026 at 36.6% primarily due to the aforementioned decrease in gross margin, offset by lower operating expenses as a percentage of segment revenue.

Liquidity and Capital Resources

We believe our existing liquidity and sources of liquidity, namely operating cash flows, credit facility capacity and access to capital markets, will continue to be adequate to meet our liquidity needs, including but not limited to, contractual obligations, working capital and capital expenditure requirements, financing strategic initiatives, funding debt maturities and executing purchases under our share repurchase program over the next twelve months and beyond.

We believe our existing liquidity and sources of liquidity, namely operating cash flows, credit facility capacity, and access to capital markets, will continue to be adequate to meet our liquidity needs, including but not limited to, contractual obligations, working capital and capital expenditure requirements, contingent consideration liabilities, financing strategic initiatives, funding debt maturities and executing purchases under our share repurchase program over the next twelve months and beyond.

However, there are a number of factors that could positively or negatively impact our liquidity position, including:

• Global economic conditions which affect demand for our products and services and impact the financial stability of our suppliers and customers;

• The pending close of our acquisition of Spirent’s HSE, network security and CE businesses and the related Term Loan B, which has been priced and allocated, with funding contingent upon closing;

• Changes in accounts receivable, inventory or other operating assets and liabilities which affect our working capital;

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• Factoring or sale of accounts receivable;

• Volatility of our stock price and/or equity markets;

• Volatility in fixed income and credit markets which impact the liquidity and valuation of our investment portfolios;

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• Possible investments or acquisitions of complementary businesses, products or technologies;

• Principal payment obligations of our 1.625% Senior Convertible Notes due 2026, and our 3.75% Senior Notes due 2029 (together the “Notes”) and covenants that restrict our debt level and credit facility capacity;

• Issuance or repurchase of debt which may include open market purchases of our 2026 Notes and/or 2029 Notes prior to their maturity;

• Principal payment obligations of our 3.75% Senior Notes due 2029 and 0.625% Senior Convertible Notes due 2031 (together the “Notes”) and covenants that restrict our debt level and credit facility capacity;

• Issuance or repurchase of debt which may include open market purchases of the Notes prior to their maturity;

• Issuance or repurchase of our common stock or other equity securities;

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As of June 27, 2026, U.S.

subsidiaries owned approximately 23.7% of our cash and cash equivalents, short-term investments and restricted cash.

entities owned approximately 45.8% of our cash and cash equivalents, short-term investments and restricted cash.

As of June 27, 2026, the majority of our cash investments have maturities of 90 days or less and are of high credit quality.

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On December 30, 2021, we entered into a credit agreement (the Credit Agreement) with Wells Fargo Bank, National Association (Wells Fargo) as administrative agent and other lender-related parties.

The Credit Agreement provides for a senior secured asset-based revolving credit facility in a maximum aggregate amount of $300.0 million, which matures on December 30, 2026.

The Credit Agreement provides for a senior secured asset-based revolving credit facility.

On October 16, 2025, we amended the Credit Agreement to reduce the commitment from a maximum aggregate amount of $300.0 million to $200.0 million to be in line with borrowing base availability and extend the maturity from December 30, 2026 to October 16, 2030.

The Credit Agreement also provides that, under certain circumstances, we may increase the aggregate amount of revolving commitments thereunder by an aggregate amount of up to $100.0 million so long as certain conditions are met.

The Company is currently considering reducing the commitment under the Senior Secured Asset-Based Revolving Credit Facility to $200 million to be in line with borrowing base capacity and extend the maturity.

As of June 27, 2026, we had no borrowings under this facility and our available borrowing capacity was approximately $183.1 million, net of outstanding standby letters of credit of $3.8 million.

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Debt” under Item 8 of this Annual Report on Form 10-K for more information.

In March 2025, we obtained commitments for a $425 million 7-year term loan facility the proceeds of which would be available, subject to customary conditions, to fund our pending acquisition of Spirent’s HSE and network security business from Keysight Technologies, Inc.

We subsequently marketed and upsized to a $600 million 7-year term loan facility and successfully allocated the loan to prospective lenders at an initial interest rate of SOFR+2.50% and an original issue price of 99.75%.

The incremental $175 million is intended for general corporate purposes.

The term loan funding, as upsized, remains subject to customary closing conditions and the satisfaction or waiver of all closing conditions to the pending acquisition.

Convertible Notes

On August 20, 2025, the Company issued $100.9 million aggregate principal amount of the 2031 Notes in exchange for $97.5 million principal amount of the 2026 Notes and issued and sold $149.1 million aggregate principal amount of the 2031 Notes.

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

On December 22, 2025, the Company settled $103.5 million principal amount of the 2026 Notes in exchange for 7.9 million shares of its common stock.

On March 15, 2026, the outstanding $49.0 million principal amount of the 2026 Notes matured.

Nearly all holders of the 2026 Notes chose to convert and the settlement of the conversion resulted in a cash payment of $49.4 million, including $49.0 million in principal and $0.4 million in accrued interest, and the issuance of 1.8 million shares of its common stock for conversion value above par.

During the fourth quarter of fiscal 2026, the closing price of the Company’s common stock exceeded 130% of the applicable conversion price of the 2031 Notes, on at least 20 of the last 30 consecutive trading days of the calendar quarter, causing the 2031 Notes to be convertible by their holders for the period July 1, 2026 to September 30, 2026.

As a result, the $244.8 million carrying value of the 2031 Notes has been classified as short-term debt.

Refer to “Note 11.

Debt” under Item 8 of this Annual Report on Form 10-K for more information.

On October 16, 2025, the Company entered into a Term Loan Credit Agreement with Wells Fargo, as administrative agent, and certain lender-related parties.

The Term Loan Credit Agreement provided for a senior secured term loan of $600.0 million maturing on October 16, 2032.

The proceeds from the term loans under the Term Loan Credit Agreement were used to finance a portion of the acquisition of Spirent’s HSE and CE business, acquisition related expenses and will be used for general corporate purposes.

During fiscal 2026, the Company voluntarily prepaid the entire $600.0 million outstanding principal balance under the Term Loan Credit Agreement.

The total loss from the prepayments was $14.2 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.

Refer to “Note 11.

Debt” under Item 8 of this Annual Report on Form 10-K for more information.

Contingent Consideration

As of June 27, 2026, the fair value of the contingent consideration liability for Inertial Labs was $76.9 million with $58.5 million and $18.4 million included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.

Public Offering

On May 21, 2026, the Company completed an underwritten public offering of 12.8 million shares of our common stock (including the exercise in full by the underwriters of their 30-day option to purchase up to 1.7 million additional shares of common stock) at a public offering price of $45.00 per share.

The net proceeds from the offering were approximately $557.7 million, after deducting the underwriting discounts and commissions of $17.3 million.

The Company also incurred transaction expenses of $0.6 million recorded as a reduction of Additional paid-in capital on the Consolidated Balance Sheets.

The Company used the net proceeds of the offering to prepay the remaining $450.0 million aggregate principal amount of the Term Loan B.

The excess net proceeds will be used to fund working capital or for other general corporate purposes.

Cash Flows Year Ended June 27, 2026

As of June 28, 2025, our combined balance of cash and cash equivalents and restricted cash decreased by $49.7 million to $432.1 million from a balance of $481.8 million as of June 29, 2024.

Cash provided by operating activities was $89.8 million, consisting of net income of $34.8 million adjusted for non-cash charges (e.g., depreciation, amortization, stock-based compensation and other non-cash items), and changes in deferred tax balances which totaled $85.2 million, offset by changes in operating assets and liabilities that used $30.2 million.

Changes in our operating assets and liabilities related primarily to an increase in accounts receivable of $34.1 million due to billings outpacing collections, a decrease in accrued expenses and other current and non-current liabilities of $13.5 million due primarily to restructuring payments, an increase in inventory of $7.5 million related to demand changes, a decrease in income taxes payable of $6.3 million and an increase in other current and non-current assets of $4.0 million.

These were partially offset by an increase in accounts payable of $14.6 million driven by timing of purchases and related payments, an increase in accrued payroll and related expenses of $12.7 million due primarily to variable pay and an increase in deferred revenue of $7.9 million due to timing of support billings and project acceptances.

Cash used in investing activities was $128.4 million, primarily resulting from $121.6 million used for the acquisition of Inertial Labs, $27.8 million used for capital expenditures and $3.0 million investment in a non-marketable equity security, partially offset by $18.9 million net maturities of short-term investments and $5.1 million proceeds from sales of assets.

Cash used in financing activities was $23.6 million, primarily resulting from $16.4 million cash paid to repurchase common stock under our share repurchase program, $13.2 million in withholding tax payments on the vesting of restricted stock and performance-based awards, partially offset by $6.0 million in proceeds from the issuance of common stock under our employee stock purchase plan.

As of June 27, 2026, our combined balance of cash and cash equivalents and restricted cash increased by $227.7 million to $659.8 million from a balance of $432.1 million as of June 28, 2025.

Cash provided by operating activities was $113.9 million, consisting of net loss of $30.4 million adjusted for non-cash charges (e.g., depreciation, amortization, stock-based compensation and other non-cash items), and changes in deferred tax balances which totaled $300.8 million, offset by changes in operating assets and liabilities that used $156.5 million.

Changes in our operating assets and liabilities related primarily to an increase in accounts receivable of $94.9 million due to billings outpacing collections, a decrease in accrued expenses and other current and non-current liabilities of $60.4 million due primarily to a contingent consideration payment and restructuring payments, an increase in inventory of $49.0 million related to demand changes and an increase in other current and non-current assets of $21.7 million.

These were partially offset by an increase in accrued payroll and related expenses of $34.9 million due primarily to variable pay, an increase in accounts payable of $24.0 million driven by timing of purchases and related payments, an increase in deferred revenue of $7.9 million due to timing of support billings and project acceptances and an increase in income taxes payable of $2.7 million.

Cash used in investing activities was $426.8 million, primarily resulting from $399.3 million used for the acquisition of Spirent’s HSE and CE business, $31.1 million used for capital expenditures, partially offset by $4.0 million in proceeds from sales of assets.

Cash provided by financing activities was $541.0 million, primarily resulting from $600.0 million in proceeds from the issuance of a Term Loan B, $575.0 million in proceeds from the issuance of common stock pursuant to an underwritten public offering, $149.1 million in proceeds from the issuance of the 2031 Notes and $6.5 million in proceeds from the issuance of common stock under our employee stock purchase plan.

These were partially offset by $649.0 million of debt payments, $40.7 million of debt and equity issuance costs paid, $30.0 million cash paid to repurchase common stock under our share repurchase program, $29.8 million contingent consideration payment, $24.9 million in withholding tax payments on the vesting of restricted stock and performance-based awards, $13.9 million paid for acquisition related holdback liabilities and $1.3 million in other financing activities.

Material Contractual and Cash Obligations

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16.8 3.2 5.3 5.4 2.9

Royalty payment 0.2 0.2 — — —

Pension and post-retirement benefit payments (4)

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(2) Refer to “Note 18.

Commitments and Contingencies” under Item 8 of this Annual Report on Form 10-K or more information.

Commitments and Contingencies” under Item 8 of this Annual Report on Form 10-K for more information.

(3) Refer to “Note 12.

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Stockholders Equity” under Item 8 of this Annual Report on Form 10-K for more information.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as such term is defined in rules promulgated by the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, other than the guarantees discussed in “Note 18.

Commitments and Contingencies” under Item 8 of this Annual Report on Form 10-K for more information.

Employee Equity Incentive Plan

Our stock-based benefit plans are a broad-based, long-term retention program that is intended to attract and retain employees and align stockholder and employee interests.

Refer to “Note 16.

Stock-Based Compensation” under Item 8 of this Annual Report on Form 10-K for more information.

Employee Defined Benefit Plans and Other Post-retirement Benefits

We sponsor significant qualified and non-qualified pension plans for certain past and present employees in the U.K.

These 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 during fiscal 2010.

The Company also is responsible for a defined benefit plan comprising of gratuity payments for present employees in India.

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.

As of June 27, 2026, the U.K.

plan is fully funded.

During each of fiscal 2025 and fiscal 2024, we contributed £1.0 million or approximately $1.3 million to the U.K.

plan was fully funded, while the Indian plan was partially funded.

During fiscal 2026, the Company contributed £0.8 million or approximately $1.0 million, while in fiscal 2025, the Company contributed £1.0 million or approximately $1.3 million to its U.K.

pension plan.

During fiscal 2026, the Company contributed Rs90.7 million or $1.0 million, while in fiscal 2025, the Company contributed Rs16.4 million or approximately $0.2 million to its Indian plan.

These contributions allowed us to comply with regulatory funding requirements.

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We also are responsible for the non-pension post-retirement benefit obligation assumed from a past acquisition with a liability of $0.3 million.

In estimating the expected return on plan assets, we consider historical returns on plan assets, adjusted for forward-looking considerations, inflation assumptions and the impact of active management of the plan’s invested assets.

While it is not possible to accurately predict future rate movements, we believe our current assumptions are appropriate.

Refer to “Note 17.

Employee Pension and Other Benefit Plans” under Item 8 of this Annual Report on Form 10-K for more information.

Recently Issued Accounting Pronouncements

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Basis of Presentation” under Item 8 of this Annual Report on Form 10-K, for a discussion of the estimates used in preparation of our Consolidated Financial Statements.

For contingent purchase consideration, 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.

Business Combinations - Valuation of Intangible Assets

Accounting for business combinations requires significant judgment in determining the estimated fair values assigned to identifiable assets acquired and liabilities assumed.

The valuation of acquired identifiable intangible assets is inherently subjective and requires management to make estimates regarding future operating results and market participant assumptions.

Significant assumptions used in valuing customer relationships include projected revenues, projected expenses, contributory asset charges, discount rate, income tax rate and customer attrition rate.

Significant assumptions used in valuing developed technology include projected revenues, royalty rate, discount rate, income tax rate and technology obsolescence rate.

Changes in these assumptions could materially affect the estimated fair values assigned to acquired intangible assets and goodwill, as well as future amortization expense.

Contingent Purchase Consideration

For contingent purchase consideration, the fair value of such 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 contingent consideration liabilities is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement.

The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.

For our Pension accounting, significant judgment is required in actuarial assumption used when establishing the discount rate for the net periodic cost and the PBO calculations.

Post-retirement benefit obligation (PBO)

A key actuarial assumption in calculating the net periodic cost and the PBO is the discount rate.

Changes in the discount rate impact the interest cost component of the net periodic benefit cost calculation and PBO due to the fact that the PBO is calculated on a net present value basis.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis