What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-13 compared with 2025-08-11 · 480 added, 374 removed, 1411 unchanged (38% of the section changed)

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We have audited the accompanying consolidated balance sheets of Viavi Solutions Inc.

and its subsidiaries (the "Company") as of June 28, 2025 and June 29, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended June 28, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the "Company") as of June 27, 2026 and June 28, 2025, and the related consolidated statements of operations, of comprehensive (loss) income, of stockholders’ equity and of cash flows for each of the three years in the period ended June 27, 2026, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 27, 2026 and June 28, 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 27, 2026 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2026, based on criteria established in I nternal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Inertial Labs, Inc.

(“Inertial Labs”) from its assessment of internal control over financial reporting as of June 28, 2025 because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Inertial Labs from our audit of internal control over financial reporting.

Inertial Labs is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2.1% and 2.3%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 28, 2025.

Definition and Limitations of Internal Control over Financial Reporting

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and (iv) testing the timing of revenue recognition, on a sample basis, for revenue transactions that occurred near period end by obtaining and inspecting source documents, such as invoices, evidence of transfer of control, and payment receipts.

Acquisition of Inertial Labs – Valuation of Contingent Consideration and Developed Technology Acquired

As described in Notes 1 and 5 to the consolidated financial statements, on January 28, 2025, the Company completed the acquisition of Inertial Labs for total purchase consideration of $270.6 million.

The total purchase consideration included contingent consideration of up to $175.0 million, payable upon the achievement of certain revenue targets.

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

The fair value of the contingent consideration is determined using a Monte Carlo model that includes significant unobservable inputs such as the projected revenues of the acquired business over the earn-out period.

Of the acquired intangible assets, $102.0 million related to developed technology.

Management valued the developed technology acquired using the multi-period excess earnings method under the income approach.

Significant assumptions used in the discounted cash flow analysis include projected revenues, discount rate, and technology obsolescence rate.

The principal considerations for our determination that performing procedures relating to the valuation of contingent consideration and developed technology in the acquisition of Inertial Labs is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the contingent consideration and developed technology acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) projected revenues for the contingent consideration and (b) projected revenues, discount rate, and technology obsolescence rate for the developed technology acquired;

Acquisition of Spirent Communications plc’s High-speed Ethernet, Network Security and Channel Emulation Testing Business – Valuation of Customer Relationships and Certain Developed Technology

As described in Note 5 to the consolidated financial statements, on October 16, 2025, the Company acquired Spirent Communications plc’s high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business).

The total purchase consideration was $399.3 million.

Of the identified intangible assets acquired, management recorded $162.3 million of customer relationships and $134.8 million of developed technology, a significant portion of which relates to certain developed technology.

Management valued customer relationships using the multi-period excess earnings method and valued developed technology using the relief-from-royalty method.

Management’s significant assumptions related to customer relationships included projected revenues, projected expenses, contributory asset charges, discount rate, income tax rate, and customer attrition rate.

Management’s significant assumptions related to developed technology included projected revenues, royalty rate, discount rate, income tax rate, and technology obsolescence rate.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and certain developed technology acquired in the acquisition of the HSE and CE business is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of customer relationships and certain developed technology acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenues, projected expenses, contributory asset charges, discount rate, and customer attrition rate for customer relationships and projected revenues, royalty rate, discount rate, and technology obsolescence rate for certain developed technology;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the contingent consideration and developed technology acquired.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of customer relationships and certain developed technology acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the contingent consideration and developed technology acquired;

(iii) evaluating the appropriateness of the Monte Carlo model and multi-period excess earnings method used by management;

(iv) testing the completeness and accuracy of the underlying data used in the Monte Carlo model and multi-period excess earnings method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to (a) projected revenues for the contingent consideration and (b) projected revenues, discount rate, and technology obsolescence rate for the developed technology acquired.

Evaluating management’s assumptions related to the projected revenues for the contingent consideration and developed technology acquired involved considering (i) the current and past performance of the Inertial Labs business;

(ii) testing management’s process for developing the fair value estimate of customer relationships and certain developed technology acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings and relief-from-royalty methods used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and relief-from-royalty methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to projected revenues, projected expenses, contributory asset charges, discount rate, and customer attrition rate for customer relationships and projected revenues, royalty rate, discount rate, and technology obsolescence rate for certain developed technology.

Evaluating management’s assumptions related to projected revenues and projected expenses for customer relationships and projected revenues for certain developed technology involved considering (i) the current and past performance of the HSE and CE business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Monte Carlo model and multi-period excess earnings method and (ii) the reasonableness of the discount rate and technology obsolescence rate assumptions for the developed technology acquired.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief-from-royalty methods and (ii) the reasonableness of the contributory asset charges, discount rate, and customer attrition rate assumptions for customer relationships and the royalty rate, discount rate, and technology obsolescence rate assumptions for certain developed technology.

/s/ PricewaterhouseCoopers LLP

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(in millions, except per share data)

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

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

Product revenue $ 1,324.6 $ 912.0 $ 834.8

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Income from operations 105.1 57.5 20.8

Loss on convertible note modification (Note 11) — — ( 2.2 )

Loss on debt extinguishment (Note 11) ( 56.7 ) — —

Interest and other income, net 15.3 11.1 21.7

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Equity investment earnings 0.8 0.6 —

Net income (loss) $ 34.8 $ ( 25.8 ) $ 25.5

Net income (loss) per share:

Net (loss) income $ ( 30.4 ) $ 34.8 $ ( 25.8 )

Net (loss) income per share:

Basic $ ( 0.13 ) $ 0.16 $ ( 0.12 )

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VIAVI SOLUTIONS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

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

Net income (loss) $ 34.8 $ ( 25.8 ) $ 25.5

Other comprehensive income (loss):

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

Net (loss) income $ ( 30.4 ) $ 34.8 $ ( 25.8 )

Other comprehensive (loss) income:

Net change in cumulative translation adjustment, net of tax ( 7.4 ) 33.9 ( 6.0 )

Net change in available-for-sale investments, net of tax:

Unrealized holding losses arising during period — — ( 0.3 )

Net change in defined benefit obligation, net of tax:

Unrealized actuarial gains (losses) arising during period 1.0 0.1 ( 2.1 )

Amortization of actuarial losses (gains) 0.2 0.1 ( 0.1 )

Net change in accumulated other comprehensive income (loss) 34.2 ( 8.0 ) 20.4

Comprehensive income (loss) $ 69.0 $ ( 33.8 ) $ 45.9

Amortization of actuarial losses 0.2 0.2 0.1

Net change in accumulated other comprehensive (loss) income ( 6.2 ) 34.2 ( 8.0 )

Comprehensive (loss) income $ ( 36.6 ) $ 69.0 $ ( 33.8 )

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

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(in millions)

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

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

OPERATING ACTIVITIES:

Net income (loss) $ 34.8 $ ( 25.8 ) $ 25.5

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

Net (loss) income $ ( 30.4 ) $ 34.8 $ ( 25.8 )

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

Depreciation expense 40.4 38.4 38.6

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Net change in fair value of contingent liabilities 33.0 ( 8.3 ) ( 9.5 )

Loss on convertible note debt modification — — 2.2

Loss on debt extinguishment 56.7 — —

Deferred taxes, net 10.6 ( 28.4 ) 0.3

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Restructuring 15.9 0.7 13.6

Gain on legal settlement — — ( 6.7 )

Other 9.0 ( 6.2 ) 5.5

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Maturities of short-term investments 125.3 167.7 219.6

Acquisitions, net of cash acquired and other ( 120.9 ) — ( 67.3 )

Acquisitions, net of cash acquired and holdbacks ( 399.3 ) ( 120.9 ) —

Purchase price adjustment related to business acquisition ( 0.7 ) ( 0.7 ) —

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Proceeds from issuance of debt 749.1 — —

Payment of debt issuance costs — — ( 4.2 )

Proceeds from issuance of common stock - public offering 575.0 — —

Repayment of debt ( 649.0 ) — ( 96.4 )

Payment of debt and equity issuance costs ( 40.7 ) — —

Repurchase and retirement of common stock ( 30.0 ) ( 16.4 ) ( 20.0 )

Payment of financing obligations ( 0.3 ) ( 0.2 ) ( 0.2 )

Retirement of convertible notes upon maturity — ( 96.4 ) ( 68.1 )

Proceeds from exercise of employee stock options and employee stock purchase plan 6.0 6.3 7.9

Withholding tax payment on vesting of restricted stock awards ( 13.2 ) ( 11.1 ) ( 11.8 )

Cash paid to third parties in convertible note extinguishment ( 1.0 ) — —

Proceeds from exercise of employee stock purchase plan 6.5 6.0 6.3

Withholding tax payment on vesting of restricted stock awards and performance-based awards ( 24.9 ) ( 13.2 ) ( 11.1 )

Payment of acquisition related contingent consideration and obligations ( 43.7 ) — ( 4.3 )

Other financing activities — 0.2 —

Net cash used in financing activities ( 23.6 ) ( 125.7 ) ( 50.0 )

Net cash provided by (used in) financing activities 541.0 ( 23.6 ) ( 125.7 )

Effect of exchange rates on cash, cash equivalents and restricted cash ( 0.4 ) 12.5 ( 2.9 )

Net decrease in cash, cash equivalents and restricted cash ( 49.7 ) ( 33.8 ) ( 57.2 )

Net increase (decrease) in cash, cash equivalents and restricted cash 227.7 ( 49.7 ) ( 33.8 )

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

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Cash paid for income taxes, net of refunds $ 23.8 $ 29.5 $ 30.9

(1) These amounts include both current and non-current balances of restricted cash totaling $ 10.5 million, $ 9.1 million and $ 12.9 million as of June 29, 2024, July 1, 2023, and July 2, 2022, respectively.

(1) These amounts include both current and non-current balances of restricted cash totaling $ 8.5 million, $ 10.5 million and $ 9.1 million as of June 28, 2025, June 29, 2024, and July 1, 2023, respectively.

(2) These amounts include both current and non-current balances of restricted cash totaling $ 12.0 million, $ 8.5 million and $ 10.5 million as of June 27, 2026, June 28, 2025 and June 29, 2024, respectively.

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

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

Net income — — — 25.5 — 25.5

Other comprehensive income — — — — 20.4 20.4

Shares issued under employee stock plans, net of tax effects 2.4 — ( 3.9 ) — — ( 3.9 )

Stock-based compensation — — 51.2 — — 51.2

Repurchase of common stock ( 7.3 ) — ( 0.3 ) ( 83.9 ) — ( 84.2 )

Convertible note modification (Note 11)

— — 10.1 — — 10.1

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

Net loss — — — ( 25.8 ) — ( 25.8 )

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

Net loss — — — ( 30.4 ) — ( 30.4 )

Issuance of common stock - public offering, net of offering costs 12.8 — 557.1 — — 557.1

Other comprehensive loss — — — — ( 6.2 ) ( 6.2 )

Shares issued under employee stock plans, net of tax effects 3.7 — ( 18.3 ) — — ( 18.3 )

Stock-based compensation — — 55.4 — — 55.4

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

Convertible note extinguishment (Note 11)

9.7 — 140.7 — — 140.7

Balance at June 27, 2026 246.7 $ 0.2 $ 71,252.8 $ ( 69,688.5 ) $ ( 116.0 ) $ 1,448.5

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

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Viavi Solutions, Inc.

(VIAVI, also referred to as the Company, we, our and us), is a global provider of network test, monitoring and assurance solutions for 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, also referred to as the Company, we, our and us), is a global leader in test and measurement and optical technologies.

Our test and measurement, and resilient position, navigation and timing (PNT) 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.

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

The Company’s 2025, 2024 and 2023 fiscal years were 52-week years ending on June 28, 2025, June 29, 2024, and July 1, 2023, respectively.

The Company’s 2026, 2025 and 2024 fiscal years were 52-week years ending on June 27, 2026, June 28, 2025, and June 29, 2024, respectively.

Principles of Consolidation

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The preparation of the Company’s Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that effect the reported amount of assets and liabilities at the date of the financial statements, the reported amount of net revenue and expenses and the disclosure of commitments and contingencies during the reporting periods.

GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, the reported amount of net revenue and expenses and the disclosure of commitments and contingencies during the reporting periods.

Estimates are based on historical factors, current circumstances and the experience and judgment of management.

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Treasury securities and marketable equity securities as they are traded with sufficient volume and frequency of transactions.

includes financial instruments for which the valuations are based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

includes financial instruments for which the valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 2 instruments of the Company include asset-backed securities, foreign currency forward contracts and debt.

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

As of June 28, 2025, the Company’s Level 3 assets consist of an investment in a non-marketable equity security in a privately held company.

As of June 27, 2026 and June 28, 2025, the Company’s Level 3 assets consist of an investment in a non-marketable equity security in a privately held company.

We measure the non-marketable equity security under the Measurement Alternative at cost minus impairment, if any, adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer.

As of June 29, 2024, the Company did not hold any Level 3 investment securities.

The Company’s Level 3 liabilities as of June 27, 2026 and June 28, 2025 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 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 Selling, general and administrative (SG&A) expense in the Consolidated Statements of Operations.

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 certain liabilities is derived using the estimated probability of success of achieving the earn-out milestones discounted to present value.

The fair value of contingent consideration liabilities is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement, with the change in fair value recognized as a component of Selling, general and administrative (SG&A) expense in the Consolidated Statements of Operations.

The Company’s inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of net realizable value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill represents the excess of the purchase price paid over the net fair value of assets acquired and liabilities assumed.

Goodwill represents the excess of the purchase price paid over the net fair value of assets acquired and liabilities assumed in a business combination.

The Company tests goodwill for impairment at the reporting unit level at least annually, during the fourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that the asset may be impaired.

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The qualitative assessment considers events and circumstances that might indicate that a reporting unit’s fair value is less than its carry amount.

These events and circumstances include, macro-economic conditions, such as a significant adverse change in the Company’s operating environment, industry or market considerations;

entity-specific events such as increasing costs, declining financial performance, or loss of key personnel, or other events, such as the sale of a reporting unit, adverse regulatory developments or a sustained decrease in the Company’s stock price.

These events and circumstances include, macro-economic conditions, such as a significant adverse change in the Company’s operating environment, industry or market considerations, entity-specific events such as increasing costs, declining financial performance, or loss of key personnel, or other events, such as the sale of a reporting unit, adverse regulatory developments or a sustained decrease in the Company’s stock price.

If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is required.

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Refer to “Note 10.

Acquired Developed Technology and Other Intangibles” for more information.

Intangibles” for more information.

Long-lived Assets

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Losses from Involuntary Events and Insurance Recoveries

Assets destroyed or damaged as a result of involuntary events are written off or reduced to their salvage value.

When recovery of all or a portion of property damage losses or other covered expenses through insurance proceeds is determined to be probable, a receivable is recorded and offsets the related loss or expense, not to exceed the amount of the recorded loss or expense.

No gain is recognized until all contingencies related to the insurance claim have been resolved.

Once contingencies are resolved, any gain is recorded as a component of Interest and other income, net, in the Consolidated Statements of Operations.

Pension and Other Post-retirement Benefits

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Foreign Currency Translation

VIAVI transacts business in various foreign currencies.

The Company transacts business in various foreign currencies.

In general, the functional currency of our non-US subsidiaries is the country’s local currency.

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From time to time, the Company will receive government assistance in the form of grants and tax credits from government agencies in certain jurisdictions in which it operates.

GAAP does not have specific accounting guidance covering agreements between government and business entities.

The Company applies International Accounting Standards 20 (IAS 20), Accounting for Government Grants and Disclosure of Government Assistance , by analogy when accounting for government assistance.

The Company applies International Accounting Standards 20 (IAS 20), Accounting for Government Grants and Disclosure of Government Assistance , by analogy when accounting for government assistance until Accounting Standards Update (ASU) 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities is adopted.

Under IAS 20, grants are recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received.

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Subsequent to initial recognition, the Company records period-to-period changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recently Issued Accounting Pronouncements

Recent Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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 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 2025 for the Company.

The Company adopted this guidance in the fourth quarter of fiscal 2025.

In December 2023, the Financial Accounting Standards Board (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 adopted this guidance on a prospective basis for annual disclosures for the year ended June 27, 2026.

See “Note 14.

Operating Segments and Geographic Information” for the segment disclosure applying the guidance of ASU 2023-07, including retrospective application to all periods presented.

In November 2024, the FASB issued 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.

The Company adopted this guidance in the fourth quarter of fiscal 2025 on a prospective basis, which did not have an impact on the Company’s Consolidated Financial Statements.

We will assess future impact, if any, in subsequent periods.

Income Taxes” for the disclosure applying the guidance of ASU 2023-09.

Accounting Pronouncements Issued But Not Yet Adopted

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) , which establish the recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

This guidance is effective for fiscal years beginning after December 15, 2027 (fiscal 2029 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 December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , which provides guidance for a government grant received by a business entity.

This guidance is effective for fiscal years beginning after December 15, 2028 (fiscal 2030 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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In July 2025, the FASB issued 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.

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

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

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

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 October 2023, the FASB issued ASU 2023-06, Disclosure Improvements-Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

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Earnings Per Share

Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.

If dilutive, the effect of outstanding ESPP purchase rights, restricted stock units (RSUs), performance-based stock units (PSUs), market-based stock units (MSUs), stock options and Senior Convertible Notes is reflected in diluted net income (loss) per share by application of the treasury stock method and/or the if-converted method, as applicable.

The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares.

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

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

Net income (loss) $ 34.8 $ ( 25.8 ) $ 25.5

Basic net (loss) income per share is computed by dividing net (loss) income for the period by the weighted average number of common shares outstanding during the period.

Diluted net (loss) income per share is computed by dividing net (loss) income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period.

If dilutive, the effect of outstanding ESPP purchase rights, restricted stock units (RSUs), performance-based stock units (PSUs), market-based stock units (MSUs), stock options and Senior Convertible Notes is reflected in diluted net (loss) income per share by application of the treasury stock method and/or the if-converted method, as applicable.

The calculation of diluted net (loss) income per share excludes all anti-dilutive common shares.

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

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

Net (loss) income $ ( 30.4 ) $ 34.8 $ ( 25.8 )

Weighted-average shares outstanding:

Basic 229.5 222.5 222.6

Shares issuable assuming conversion of convertible notes (1)

Effect of dilutive securities from stock-based compensation plans — 3.2 —

Diluted 229.5 225.7 222.6

Net income (loss) per share:

Net (loss) income per share:

Basic $ ( 0.13 ) $ 0.16 $ ( 0.12 )

Diluted $ ( 0.13 ) $ 0.15 $ ( 0.12 )

(1) Represents the dilutive impact for the Company's 1.75 % Senior Convertible Notes due 2023 (2023 Notes), the 1.00 % Senior Convertible Notes due 2024 (2024 Notes) and the 1.625 % Senior Convertible Notes due 2026 (2026 Notes).

The par amount of the Company’s convertible notes is payable in cash equal to the principal amount of the notes plus any accrued and unpaid interest and the “in-the money” conversion benefit feature above the conversion price is payable in cash, shares of the Company’s common stock or a combination of both, at the Company’s election.

Refer to “Note 11.

Debt” for more information.

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 ):

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

Full Value Awards (1)

(1) See “Note 16.

Stock-Based Compensation” for definition of Full Value Awards.

In periods where the Company recognized a net loss, the impact of potentially dilutive outstanding stock-based awards and the “in-the-money” conversion benefit feature above the conversion price of the 1.00 % Senior Convertible Notes due 2024 (2024 Notes), 1.625 % Senior Convertible Notes due 2026 (2026 Notes) and 0.625 % Senior Convertible Notes due 2031 (2031 Notes) of $ 13.22 , $ 13.19 , and $ 13.79 per share, respectively, have been excluded from the calculation of diluted loss per share as their inclusion would have an anti-dilutive effect.

The following table represents potential common shares that were not included in the computation of the diluted net (loss) income per share because their effect would have been anti-dilutive ( in millions ):

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

Restricted stock units 1

(1) The amount for the year-ended June 29, 2024 has been updated to reflect current year table of potential common shares that were not included in the computation of the diluted net (loss) income per share because their effect would have been anti-dilutive.

VIAVI SOLUTIONS INC.

8 unchanged sentences

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

Other comprehensive income before reclassification — 33.9 0.1 34.0

Other comprehensive (loss) income before reclassification — ( 7.4 ) 1.0 ( 6.4 )

Amounts reclassified from accumulated other comprehensive loss — — 0.2 0.2

Net current period other comprehensive income — 33.9 0.3 34.2

Net current period other comprehensive (loss) income — ( 7.4 ) 1.2 ( 6.2 )

Ending balance as of June 27, 2026 $ ( 5.3 ) $ ( 104.9 ) $ ( 5.8 ) $ ( 116.0 )

3 unchanged sentences

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

High-speed Ethernet, Network Security and Channel Emulation Testing Business

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

The transaction provides a complementary addition to VIAVI’s ethernet testing platform within its NSE segment.

The cash consideration paid at closing of $ 399.3 million is subject to final net working capital adjustments.

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 $ 20.6 million, of which $ 11.4 million was incurred in fiscal 2026, and were recorded within SG&A expense in the Consolidated Statements of Operations.

The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the preliminary fair value on the acquisition date.

The Company elected to apply both practical expedients permitted under ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in measuring contract assets and contract liabilities acquired in the acquisition.

Specifically, we have elected the practical expedient that permits an entity to reflect the aggregate effect of all modifications (on a contract-by-contract basis) as if they occurred on the acquisition date.

In addition, the Company elected to determine the standalone selling prices of performance obligations as of the acquisition date, rather than at contract inception, for purpose of allocating transaction consideration.

The Company is in the process of obtaining additional information to refine its preliminary fair value estimates related to certain acquired assets and assumed liabilities.

We may revise the preliminary purchase price allocation during the remainder of the measurement period as additional information becomes available.

Any such revisions or changes may be material.

We expect to finalize the purchase price allocation by the end of the first quarter of fiscal 2027.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the preliminary allocation of the purchase price ( in millions ):

Inventory, net $ 7.7

Prepayments and other current assets 1.0

Property, plant and equipment, net 2.9

Identified intangible assets acquired 314.2

Other non-current assets 1.7

Deferred revenue (2)

Accrued payroll and related expenses ( 0.8 )

Other current liabilities ( 3.9 )

Other non-current liabilities (3)

Total purchase consideration $ 399.3

(1) Goodwill at acquisition date of $ 111.3 million increased by $ 0.2 million for measurement period adjustments.

(2) Represents the current portion of deferred revenue.

(3) Includes long-term deferred revenue of $ 8.2 million.

The Company valued the customer relationships 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 customer relationships.

Significant assumptions related to customer relationships included (i) projected revenues, (ii) projected expenses, (iii) contributory asset charges, (iv) discount rate, (v) income tax rate and (vi) customer attrition rate.

Developed technology relates to products used for our lab and production and wireless solutions.

The Company valued the developed technology using the relief-from-royalty method under the income approach.

This method is based on the application of a royalty rate to forecasted revenue from the developed technology.

Significant assumptions related to developed technology included (i) projected revenues, (ii) royalty rate, (iii) discount rate, (iv) income tax rate and (v) 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 lives ):

Estimated Useful Life Amount

Customer relationships 9 years $ 162.3

Developed technology 5 years 134.8

Backlog 2 years 10.1

Trade name 6 years 7.0

Total identifiable intangible assets acquired $ 314.2

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 NSE segment.

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

The goodwill recognized is deductible for U.S.

income tax purposes.

The Company has included the financial results of Spirent’s HSE and CE business 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)

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.

(Inertial Labs), a privately held company which specializes in resilient 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.

2 unchanged sentences

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.

From the contingent consideration of $ 175.0 million, $ 3.4 million was 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.

Any forfeited amount will be removed from the retention bonus pool and re-distributed to the shareholders of Inertial Labs upon the achievement of the earn-out targets.

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 portion of the estimated fair value of the contingent consideration 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 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 and refund of prepaid tax of $ 0.6 million is expected to be paid in fiscal 2026.

The remainder of the purchase price adjustment of $ 0.7 million was paid in fiscal 2026 and refund of prepaid tax of $ 0.6 million is expected to be paid in fiscal 2027.

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

In fiscal 2026, the indemnity holdback was reduced by $ 1.1 million from noncash financing activities and the Company paid the remaining $ 13.9 million to the Inertial Labs shareholders.

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

2 unchanged sentences

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

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the preliminary fair value on the acquisition date.

The following table presents the preliminary allocation of the purchase price ( in millions ):

The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the fair value on the acquisition date.

The following table presents the allocation of the purchase price ( in millions ):

Cash and cash equivalents $ 16.5

12 unchanged sentences

(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)

(2) Includes $ 25.0 million of deferred tax liability and $ 0.9 million of liability related to uncertain tax positions.

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

5 unchanged sentences

Developed technology 4 to 7 years

Customer relationship 6 years 9.6

Customer relationships 6 years 9.6

Tradename 3 years 0.8

1 unchanged sentence

Total identifiable intangible assets acquired $ 117.6

Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment.

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

3 unchanged sentences

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)

Jackson Labs Technologies, LLC

1 unchanged sentence

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.

Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment.

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

The goodwill was deductible for U.S.

income tax purposes in the year of acquisition.

The Company has included the financial results of Jackson Labs in its Consolidated Financial Statements from the date of acquisition.

Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations.

Other Acquisitions:

On March 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 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

Refer to “Note 8.

Debt” for further information on the Term Loan B.

The consummation of the acquisition is subject to regulatory approvals and is currently estimated to close by the end of September 2025.

On March 29, 2023, April 21, 2023 and June 8, 2023, the Company completed acquisitions accounted for as asset purchases consisting of 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 lives of five 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 four years .

Fair Value Measurements” for information on the contingent consideration activity for the year ended June 27, 2026.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Acquisition related Contingent Consideration

The following table provides a reconciliation of changes in fair value of the Company’s earn-out liabilities for the years ended June 28, 2025 and June 29, 2024, as follows ( in millions ):

Balance July 1, 2023 (1)

Change in Fair Value measurement ( 9.5 )

Payments of Contingent Consideration ( 0.7 )

Balance June 29, 2024 (2)

Additions to Contingent Consideration 116.2

Change in Fair Value measurement ( 8.3 )

Balance June 28, 2025 (3)(4)

(1) Includes $ 1.1 million in Other current liabilities and $ 18.6 million in Other non-current liabilities on the Consolidated Balance Sheets.

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

(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.

Balance Sheet and Other Details

17 unchanged sentences

The Company also has short-term and long-term deferred revenue related to undelivered hardware 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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the activity related to deferred revenue, for the year ended June 27, 2026 ( in millions ):

1 unchanged sentence

Revenue deferrals for new contracts (1)

Acquisition (2)

Revenue recognized during the period (3)

3 unchanged sentences

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

(2) This amount includes deferred revenue at acquisition date and measurement period adjustments.

Refer to “Note 5.

Acquisitions” for more information.

(3) Revenue recognized during the period represents releases from the balance at the beginning of the period as well as releases from the following period quarter-end deferrals.

4 unchanged sentences

The aggregate amount of the transaction price allocated to remaining performance obligations does not include amounts owed under cancellable contracts where there is no substantive termination penalty.

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

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 has not materialized and currency fluctuations.

The value of the transaction price allocated to remaining performance obligations as of June 27, 2026 was $ 610.1 million.

7 unchanged sentences

Year Ended June 28, 2025 1.6 0.6 1.0 ( 1.3 ) 1.9

Year Ended July 1, 2023 $ 1.4 $ — $ 0.4 $ ( 0.8 ) $ 1.0

Year Ended June 29, 2024 1.0 — 1.3 ( 0.7 ) 1.6

(1) Refer to “Note 5.

8 unchanged sentences

Inventories, net $ 155.3 $ 117.9

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Prepayments and Other Current Assets

1 unchanged sentence

June 27, 2026 June 28, 2025

Refundable income taxes $ 32.0 $ 28.5

Prepayments $ 26.8 $ 21.9

Refundable income taxes 24.6 32.0

Advances to contract manufacturers 22.0 5.8

Fair value of forward contracts 1.6 4.9

Transaction tax receivables 0.2 3.3

Assets held for sale — 2.5

Other current assets 18.2 12.7

Prepayments and other current assets $ 93.2 $ 77.3

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property, Plant and Equipment, net

18 unchanged sentences

Long-term investment (Note 7)

Deposits 2.4 2.4

Debt issuance cost - Revolving Credit Facility 2.6 1.4

Other non-current assets 13.4 9.9

Deposits 2.5 2.4

Other 13.0 13.4

Other non-current assets $ 71.8 $ 62.2

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Current Liabilities

2 unchanged sentences

Fair value of contingent consideration (Note 8)

Acquisition related holdback and related accruals 16.5 —

$ 58.5 $ 41.5

Operating lease liabilities

Income tax payable 7.7 8.2

Transaction tax payable 6.0 4.0

Warranty accrual 6.6 5.9

Interest payable 5.1 5.1

Restructuring accrual (Note 13)

Interest payable 4.5 5.1

Acquisition related holdback and related accruals 2.9 16.5

Fair value of forward contracts 2.5 3.1

Other current liabilities 8.3 14.3

Other 14.9 14.3

Other current liabilities $ 115.9 $ 108.3

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Non-Current Liabilities

1 unchanged sentence

June 27, 2026 June 28, 2025

Fair value of contingent consideration (Note 5)

Pension and post-employment benefits $ 47.3 $ 54.1

1 unchanged sentence

Operating lease liabilities 31.2 24.1

Fair value of contingent consideration (Note 8)

Financing obligation 13.4 15.5

3 unchanged sentences

Warranty accrual — 0.8

Restructuring accrual — 0.8

Other non-current liabilities 8.1 7.3

Other 7.3 8.1

Other non-current liabilities $ 179.5 $ 227.6

1 unchanged sentence

The following table presents the components of interest and other income, net, as follows ( in millions ):

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

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

Interest income $ 15.4 $ 13.1 $ 18.9

1 unchanged sentence

Gain on litigation settlement — — 7.3

Other loss, net ( 0.3 ) ( 1.4 ) ( 0.4 )

Other gain (loss), net 2.3 ( 0.3 ) ( 1.4 )

Interest and other income, net $ 15.3 $ 11.1 $ 21.7

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Investments and Forward Contracts

Short-Term Investments

As of June 27, 2026, the Company’s short-term investments of $ 2.0 million were primarily related to the deferred compensation plan and 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.

As of June 29, 2024, the Company’s short-term investments of $ 19.9 million were comprised of 30 -day term deposits of $ 18.4 million and trading securities related to the deferred compensation plan of $ 1.5 million, of which $ 1.4 million was invested in equity securities and $ 0.1 million was invested in debt securities.

Trading securities are reported at fair value, with the 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.

4 unchanged sentences

There were no impairments or adjustments to the carrying value for the year ended June 27, 2026.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity Investment

1 unchanged sentence

The Company accounts for its investment in Sensorsan under the equity method of accounting.

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 June 28, 2025 was $ 0.6 million.

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

Under the equity method, the carrying value of the Company's investment is adjusted for its proportionate share of Sensorsan's net income or loss and the elimination of unrealized profits on transactions with Sensorsan, as applicable.

The Company recognized equity method earnings related to its investment in Sensorsan of $ 0.8 million and $ 0.6 million for the fiscal years ended June 27, 2026 and June 28, 2025, respectively.

As of June 27, 2026 and June 28, 2025, the carrying value of the Company’s investment in Sensorsan was $ 2.0 million and $ 1.3 million, respectively, and was included in Other non-current assets on the Consolidated Balance Sheets.

The Company sells certain products to Sensorsan.

During the year ended June 28, 2025, revenue from sales to Sensorsan was $ 1.8 million and the accounts receivable balance was $ 1.4 million.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the fiscal years ended June 27, 2026 and June 28, 2025, revenue from sales to Sensorsan was $ 6.5 million and $ 1.8 million, respectively.

Non-Designated Foreign Currency Forward Contracts

16 unchanged sentences

Fair Value Measurements

The Company’s assets and liabilities measured at fair value for the periods presented are as follows ( in millions ):

The Company’s assets and liabilities measured at fair value on a recurring basis for the periods presented are as follows ( in millions ):

June 27, 2026 June 28, 2025

1 unchanged sentence

Debt available-for-sale securities (1)

Asset-backed securities (1)

$ 0.3 $ — $ 0.3 $ — $ 0.3 $ — $ 0.3 $ —

Total debt available-for-sale securities 0.3 — 0.3 — 0.3 — 0.3 —

Money market funds (2)

4 unchanged sentences

1.6 — 1.6 — 4.9 — 4.9 —

Non-marketable equity security (5)

3.0 — — 3.0 — — — —

Total assets $ 456.4 $ 454.5 $ 1.9 $ — $ 235.8 $ 230.6 $ 5.2 $ —

9 unchanged sentences

(4) Included in Prepayments and other current assets on the Consolidated Balance Sheets.

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

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

(7) As of June 28, 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.

(6) As of June 27, 2026 and June 28, 2025, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.

Contingent Consideration

As of June 27, 2026, the fair value of the contingent consideration liability for Inertial Labs was $ 76.9 million, compared to $ 117.1 million at June 28, 2025.

As of June 27, 2026, $ 58.5 million and $ 18.4 million of the liability are included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.

As of June 28, 2025, $ 41.2 million and $ 75.9 million of the liability are included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets.

During the year ended June 27, 2026, the Company made a contingent consideration payment of $ 73.5 million for Inertial Labs, of which acquisition date fair value of $ 29.8 million was classified as a financing outflow and the remaining classified as an operating activity within Accrued expenses and other current and non-current liabilities in the Consolidated Statements of Cash Flows.

The earn-out period for Jackson Labs ended on December 31, 2025.

The Company was not required to make a contingent consideration payment as the revenue targets were not met.

Instrument Measured at Fair Value on Non-recurring Basis

Our non-marketable equity security accounted for using the Measurement Alternative is measured at fair value on a non-recurring basis and is classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate its fair value.

Refer to “Note 7.

Investments and Forward Contracts” for additional information.

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 are as follows ( in millions ):

1 unchanged sentence

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

0.625 % Senior Convertible Notes (1)

$ 889.1 $ — $ 889.1 $ — $ — $ — $ — $ —

3.75 % Senior Notes

3 unchanged sentences

Total liabilities $ 1,270.9 $ — $ 1,270.9 $ — $ 625.6 $ — $ 625.6 $ —

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) The 2031 Notes were issued on August 20, 2025.

See “Note 11.

Debt”, for further discussion of the Company’s debt.

(2) The 2026 Notes were settled upon maturity on March 15, 2026.

See “Note 11.

Debt”, for further discussion of the Company’s debt.

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

3 unchanged sentences

Products Total

Balance as of July 1, 2023 (1)

Balance as of June 29, 2024 (1)

$ 410.7 $ 42.2 $ 452.9

Currency translation ( 1.3 ) — ( 1.3 )

Other adjustment (2)

Acquisition (2)

129.7 — 129.7

Measurement period adjustmen t (2)

Currency translation 12.5 — 12.5

Balance as of June 28, 2025 (3)

1 unchanged sentence

Acquisition (2)

Other adjustments (4)

111.3 — 111.3

Measurement period adjustmen t (2)

Currency translation ( 6.5 ) — ( 6.5 )

1 unchanged sentence

$ 658.5 $ 42.2 $ 700.7

(1) Gross goodwill balances for NSE and OSP were $ 987.5 million and $ 126.7 million, respectively, as of July 1, 2023.

Accumulated impairment for NSE and OSP was $ 574.5 million and $ 84.5 million, respectively, as of July 1, 2023.

(2) Adjustment related to goodwill acquired as part of a prior acquisition.

(1) Gross goodwill balances for NSE and OSP were $ 985.2 million and $ 126.7 million, respectively, as of June 29, 2024.

Accumulated impairment for NSE and OSP was $ 574.5 million and $ 84.5 million, respectively, as of June 29, 2024.

(4) See “Note 5.

Acquisitions” of the Notes to Consolidated Financial Statement for additional information related to the Company’s acquisitions.

(2) Goodwill at acquisition date and adjustments.

Refer to “Note 5.

Acquisitions” for additional information.

(3) Gross goodwill balances for NSE and OSP were $ 1,128.0 million and $ 126.7 million, respectively, as of June 28, 2025.

Accumulated impairment for NSE and OSP was $ 574.5 million and $ 84.5 million, respectively, as of June 28, 2025.

(4) Gross goodwill balances for NSE and OSP were $ 1,233.0 million and $ 126.7 million, respectively, as of June 27, 2026.

Accumulated impairment for NSE and OSP was $ 574.5 million and $ 84.5 million, respectively, as of June 27, 2026.

Impairment of Goodwill

The Company tests goodwill at the reporting unit level for impairment annually, during the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate that the asset may be impaired.

As a result of the segment change during the fourth fiscal quarter of 2025 discussed in “Note 19.

Operating Segments and Geographic Information,'' management performed a goodwill impairment analysis on the reporting units prior to and after the change and did not identify an impairment.

The Company determined that, based on its organizational structure and the financial information that is provided to and reviewed by the Company’s Chief Operating Decision Maker (CODM) during fiscal 2026 and 2025 that its reporting units were NSE and OSP.

No indications of impairment were identified under the qualitative assessment of goodwill impairment for fiscal years ending on June 27, 2026 and June 28, 2025.

In fiscal 2023, the Company performed a quantitative assessment of goodwill impairment for all reporting units.

Based on our testing during the fourth quarter of fiscal 2023, the fair value of each of the Company’s reporting units was at least two times the carrying value, and therefore no impairment was identified.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 June 27, 2026, and June 28, 2025 ( in millions, except useful lives ):

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Total intangibles $ 787.6 $ ( 656.0 ) $ 131.6

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

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

During fiscal 2026, the Company wrote off customer relationship intangible assets with a gross carrying amount of $ 22.5 million related to legacy products and associated support services that are no longer offered.

The write-off had no impact on the Company's Consolidated Financial Statements because the assets had a net carrying amount of zero.

Amortization expense related to intangibles was $ 67.9 million, $ 24.3 million and $ 20.1 million in fiscal 2026, 2025 and 2024, respectively.

Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of June 27, 2026, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows ( in millions ):

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Principal amount of 0.625 % Senior Convertible Notes

Unamortized 0.625 % Senior Convertible Notes debt issuance cost

Principal amount of 1.625 % Senior Convertible Notes

Unamortized 1.625 % Senior Convertible Notes debt discount

5 unchanged sentences

( 2.9 ) ( 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 $ 397.1 $ 396.3

The Company was in compliance with all debt covenants as of June 27, 2026 and June 28, 2025.

On October 16, 2025, concurrent with the closing of the acquisition of Spirent’s HSE and CE business, the Company entered into a $ 600.0 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.

In connection with the issuance of the term loans, the Company incurred $ 15.2 million of issuance costs.

The debt issuance costs were capitalized in Long-term debt on the Consolidated Balance Sheets and were amortized to interest expense using the straight-line method except for the unamortized debt issuance costs derecognized as part of the extinguishments.

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

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.

0.625 % Senior Convertible Notes (2031 Notes)

On March 6, 2023, the Company issued $ 250.0 million aggregate principal amount of 1.625 % Senior Convertible Notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The Company issued $ 132.0 million aggregate principal amount of the 2026 Notes to certain holders of the 1.00 % Senior Convertible Notes due 2024 (2024 Notes) in exchange for $ 127.5 million principal amount of the 2024 Notes (the Exchange Transaction) and issued and sold $ 118.0 million aggregate principal amount of the 2026 Notes in a private placement to accredited institutional buyers (the Subscription Transactions).

The Exchange Transaction was accounted for as a modification.

The $ 127.5 million principal of the 2024 Notes was reduced by $ 10.1 million, with offsetting increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option in the modification.

The increase in principal and coupon interest, along with the increased option value, totaled $ 14.6 million and is a direct reduction from the carrying amount of the debt on the Consolidated Balance Sheets.

This amount will be accreted as an adjustment to interest expense on a straight-line basis and will accrete up to the full-face value of the 2026 Notes at maturity.

The proceeds of the Subscription Transactions amounted to $ 113.8 million after issuance costs of $ 4.2 million.

The exchange resulted in $ 2.2 million of the issuance costs recorded as Loss on convertible note modification in the Consolidated Statements of Operations.

The remaining issuance costs of $ 2.0 million, as well as $ 0.3 million of unamortized costs carried over from the 2024 Notes at the exchange date were capitalized within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets and will be amortized to interest expense using the straight-line method until maturity.

The 2026 Notes are an unsecured obligation of the Company and bear interest at an annual rate of 1.625 %, payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2023.

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

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 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 debt extinguishment in the Consolidated Statements of Operations.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

The 2031 Notes may be converted under certain circumstances, based on an initial conversion rate of 72.5295 shares (equivalent to an initial conversion price of approximately $ 13.79 per share) at the option of the holders into cash up to the principal amount, with the remaining amount converted into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock at the Company’s election.

The initial conversion price represents a 22.5 % premium to the closing price of the Company’s common stock on the pricing date, March 1, 2023, which will be subject to customary anti-dilution adjustments.

The initial conversion price represents a 25.0 % premium to the closing price of the Company’s common stock on the pricing date, August 13, 2025, which will be subject to customary anti-dilution adjustments.

The 2031 Notes may be converted at any time on or prior to the close of business on the business day immediately preceding December 1, 2030, in multiples of $1,000 principal amount, at the option of the holder under the following circumstances:

• On any date during any calendar quarter beginning after June 30, 2023 (and only during such calendar quarter) if the closing price of the Company’s common stock was more than 130 % of the then current conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading-day period ending on the last trading day of the previous calendar quarter;

• On any date during any calendar quarter beginning after December 31, 2025 (and only during such calendar quarter) if the closing price of the Company’s common stock was more than 130 % of the then current conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading-day period ending on the last trading day of the previous calendar quarter;

• If the Company distributes to all or substantially all holders of its common stock rights or warrants (other than pursuant to a stockholder rights plan) entitling them to purchase, for a period of 45 calendar days or less, shares of VIAVI’s common stock at a price less than the average closing sale price of VIAVI’s common stock for the ten trading days preceding the declaration date for such distribution;

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Holders of the 2031 Notes may require the Company to purchase all or a portion of the 2031 Notes upon the occurrence of a fundamental change at a purchase price equal to 100 % of the principal amount of the 2031 Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental repurchase date.

The Company may not redeem the 2026 Notes prior to March 20, 2025.

The Company may redeem for cash all or part of the 2026 Notes, at its option, on or after March 20, 2025 if the closing price of the Company’s common stock was at least 130 % of the then current conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice in accordance with the Indenture.

If the Company redeems less than all the outstanding 2026 Notes, at least $ 75.0 million aggregate principal amount of 2026 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

The Company may not redeem the 2031 Notes prior to September 6, 2028.

The Company may redeem for cash all or part of the 2031 Notes, at its option, on or after September 6, 2028 if the closing price of the Company’s common stock was at least 130 % of the then current conversion price for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice in accordance with the Indenture.

If the Company redeems less than all the outstanding 2031 Notes, at least

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

$ 75.0 million aggregate principal amount of 2031 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

The Indenture provides for customary events of default, including payment defaults, breaches of covenants, failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization.

1 unchanged sentence

These amounts automatically become due and payable if an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs.

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.

As of June 27, 2026, the expected remaining term of the 2031 Notes is 4.7 years.

1.625 % Senior Convertible Notes (2026 Notes)

The Company issued $ 132.0 million aggregate principal amount of the 2026 Notes to certain holders of the 1.00 % Senior Convertible Notes due 2024 (2024 Notes) in exchange for $ 127.5 million principal amount of the 2024 Notes (the 2023 Exchange Transaction) and issued and sold $ 118.0 million aggregate principal amount of the 2026 Notes in a private placement to accredited institutional buyers (the 2023 Subscription Transactions).

The 2023 Exchange Transaction was accounted for as a modification.

This amount has been accreted as an adjustment to interest expense on a straight-line basis up to the full face value of the 2026 Notes through maturity on March 15, 2026.

The proceeds of the 2023 Subscription Transactions amounted to $ 113.8 million after issuance costs of $ 4.2 million.

The exchange resulted in $ 2.2 million of the issuance costs recorded as Loss on convertible note modification in the Consolidated Statements of Operations.

The remaining issuance costs of $ 2.0 million, as well as $ 0.3 million of unamortized costs carried over from the 2024 Notes at the exchange date were capitalized within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets and were amortized to interest expense using the straight-line method until maturity on March 15, 2026.

On August 20, 2025, as part of the 2025 Exchange Transaction, the Company exchanged $ 97.5 million aggregate principal amount of the 2026 Notes for $ 100.9 million aggregate principal amount of the 2031 Notes.

On December 15, 2025, the Company entered into separate privately-negotiated agreements with certain holders of the 2026 Notes.

On December 22, 2025, the Company settled $ 103.5 million principal amount of 2026 Notes in exchange for an aggregate of 7.9 million shares of its common stock, par value $ 0.001 per share.

Accrued interest was paid in cash.

The transaction was accounted for as a debt extinguishment.

The exchange did not qualify as an induced conversion.

The Company recorded a loss on debt extinguishment of $ 38.7 million, representing the excess of the fair value of the shares issued over the carrying amount of the notes extinguished and transaction costs associated with the settlement.

The loss is presented as Loss on debt extinguishment in the Company’s Consolidated Statements of Operations.

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.

VIAVI SOLUTIONS INC.

8 unchanged sentences

1.00 % Senior Convertible Notes (2024 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.

1.00 % Senior Convertible Notes (2024 Notes)

On March 3, 2017, the Company issued $ 400.0 million aggregate principal amount of 1.00 % Senior Convertible Notes due 2024 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

3 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

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

The Credit Agreement provides for a senior secured asset-based revolving credit facility in a maximum aggregate amount of $ 300 million, which matures on December 30, 2026.

On October 16, 2025, the Company entered into an agreement with Wells Fargo to amend and extend the Credit Agreement.

The Credit Agreement, as amended, provides for a senior secured asset-based revolving credit facility in a maximum aggregate amount of $ 200 million and matures on October 16, 2030.

The Credit Agreement also provides that, under certain circumstances, the Company may increase the aggregate amount of revolving commitments thereunder by an aggregate amount of up to $ 100 million so long as certain conditions are met.

1 unchanged sentence

The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are borrowers and guarantors under the Credit Agreement.

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.

Amounts outstanding under the Credit Agreement accrue interest as follows:

(i) if the amounts outstanding are denominated in U.S.

Dollars, at a per annum rate equal to either, at the Company’s election, Term Secured Overnight Financing Rate (SOFR) plus a margin of 1.35 % to 1.85 % per annum, or a specified base rate plus a margin of 0.25 % to 0.75 %, in each case, depending on the average excess availability under the facility, (ii) if the amounts outstanding are denominated in Sterling, at a per annum rate equal to the Sterling Overnight Interbank Average Rate (SONIA) plus a margin of 1.2825 % to 1.7825 %, depending on the average excess availability under the facility, (iii) if the amounts outstanding are denominated in Euros, at a per annum rate equal to the Euro Interbank Offered Rate plus a margin of 1.25 % to 1.75 %, depending on the average excess availability under the facility, or (iv) if the amounts outstanding are denominated in Canadian Dollars, at a per annum rate equal to either, at the Company’s election, the adjusted Term Canadian Overnight Repo Rate Average (CORRA) plus a margin of 1.25 % to 1.75 %, or a specified base rate plus a margin of 0.25 % to 0.75 %, in each case, depending on the average excess availability under the facility.

Amounts outstanding under the Credit Agreement accrue interest as follows:(i) if the amounts outstanding are denominated in U.S.

Dollars, at a per annum rate equal to either, at the Company’s election, SOFR plus a margin of 1.50 % to 2.00 % per annum, or 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, (ii) if the amounts outstanding are denominated in Sterling, at a per annum rate equal to the Sterling Overnight Interbank Average Rate (SONIA) plus a margin of 1.50 % to 2.00 %, depending on the average excess availability under the facility, (iii) if the amounts outstanding are denominated in Euros, at a per annum rate equal to the Euro Interbank Offered Rate plus a margin of 1.50 % to 2.00 %, depending on the average excess availability under the facility, or (iv) if the amounts outstanding are denominated in Canadian Dollars, at a per annum rate equal to either, at the Company’s election, the adjusted Term Canadian Overnight Repo Rate Average (CORRA) plus a margin of 1.50 % to 2.00 %, or 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.

The covenants of the Credit Agreement include customary restrictive covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments.

In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 if excess availability under the facility is less than the greater of 10 % of the lesser of maximum revolver amount and borrowing base and $ 13.3 million.

As of June 28, 2025, we had no borrowings under this facility and our available borrowing capacity was approximately $ 170.8 million, net of outstanding standby letters of credit of $ 4.4 million.

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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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 ):

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

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

Contractual interest $ 38.0 $ 19.1 $ 19.7

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(1) Total variable lease costs were immaterial during the fiscal years ended June 27, 2026 and June 28, 2025.

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

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 June 27, 2026 are as follows ( in millions ):

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Year ended June 28, 2025 4.2 0.4 ( 0.8 ) — 0.1 3.9

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restructuring

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Fiscal 2026 Plan

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our NSE and OSP segments and Corporate (Corp) functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs.

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 (Corp) 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.

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

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

Fiscal 2024 Plan

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our NSE and OSP segments and Corp functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs.

The Fiscal 2024 Plan was completed in the fourth quarter of fiscal 2026 and impacted approximately 7 % of the Company’s global workforce.

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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the activity in the restructuring accrual for the fiscal year ended June 27, 2026 is outlined below ( in millions ):

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Fiscal 2024 Plan

NSE 0.3 ( 0.2 ) ( 0.1 ) — —

NSE/Corp 3.5 ( 0.5 ) ( 3.0 ) — —

Fiscal 2024 Plan 3.5 ( 0.5 ) ( 3.0 ) — —

$ 3.5 $ 15.9 $ ( 12.7 ) $ ( 0.2 ) $ 6.5

(1) Included in Other current liabilities on the Consolidated Balance Sheet as of June 28, 2025 and certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheet as of June 29, 2024.

(1) Included in Other current liabilities on the Consolidated Balance Sheets as of June 27, 2026 and June 28, 2025.

The Company also recognized Fiscal 2026 Plan charges of $ 3.7 million and $ 0.3 million related to property, plant and equipment recorded within Cost of revenues and SG&A, respectively, and $ 0.5 million of accelerated depreciation recorded within SG&A, each in the Consolidated Statements of Operations.

During fiscal 2025, the Company 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 2023, the Company recorded restructuring charges of $ 12.1 million related to the Fiscal 2023 Plan.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s income (loss) before income taxes consisted of the following ( in millions ):

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

During fiscal 2024, the Company 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.

The Company’s (loss) income before income taxes consisted of the following ( in millions ):

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

Domestic $ ( 119.7 ) $ ( 88.8 ) $ ( 95.8 )

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Income before income taxes and equity investment earnings $ 16.3 $ 38.6 $ 11.6

The Company’s income tax expense (benefit) consisted of the following ( in millions ):

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

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s income tax (benefit) expense consisted of the following ( in millions ):

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

Current $ — $ — $ 0.3

8 unchanged sentences

Total income tax expense $ 47.5 $ 4.4 $ 37.4

The federal deferred benefit relates to the release of the valuation allowance related to the acquisition of Inertial Labs.

The state current benefit primarily relates to the release of state income tax reserves due to the lapse in the statute of limitations.

The state deferred benefit relates to the release of the valuation allowance related to the acquisition of Inertial Labs.

The foreign current expense primarily relates to the Company’s profitable operations in certain foreign jurisdictions.

The foreign deferred tax benefit primarily relates to the payment of withholding tax on intercompany dividends that were previously accrued as a deferred tax liability.

The foreign deferred tax expense primarily relates to the remeasurement of German deferred tax assets and liabilities as a result of changes in the applicable German tax rates.

VIAVI SOLUTIONS INC.

1 unchanged sentence

A reconciliation of the Company’s income tax expense at the federal statutory rate to the income tax expense at the effective tax rate is as follows ( in millions ):

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

June 27, 2026

Amount Percent

federal statutory income tax rate $ 3.4 21.0 %

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects:

Statutory tax rate difference between China and United States 3.8 23.6 %

Withholding taxes 3.5 21.2 %

Other ( 0.4 ) ( 2.5 ) %

Remeasurement of deferred tax assets and liabilities 7.2 43.9 %

Other 1.3 8.1 %

Other jurisdictions 3.1 19.6 %

Effect of cross-border tax laws:

inclusion of foreign earnings 4.1 24.8 %

Changes in valuation allowances 15.8 96.6 %

Tax credits ( 0.3 ) ( 2.1 ) %

Nontaxable or nondeductible items:

Fair value change of contingent consideration 6.9 42.5 %

Disallowed compensation 3.7 22.5 %

Stock-based compensation ( 5.0 ) ( 30.7 ) %

Permanent adjustments - other 1.1 7.6 %

Changes in unrecognized tax benefits ( 0.8 ) ( 5.2 ) %

Effective tax rate $ 47.5 291.4 %

(1) The tax effect in this category primarily reflects state and local income taxes in Kansas, Maryland and Wisconsin.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the Company’s income tax expense at the federal statutory rate to the income tax expense at the effective tax rate is as follows ( in millions ):

June 28, 2025 June 29, 2024

Income tax expense computed at federal statutory rate $ 8.1 $ 2.4

6 unchanged sentences

Permanent items 0.1 ( 0.6 )

Fair value change of the earn-out liability ( 1.7 ) ( 2.0 ) ( 1.0 )

Fair value change of the contingent consideration ( 1.7 ) ( 2.0 )

Impact of prior years’ taxes 0.5 3.0

7 unchanged sentences

Balance as of

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

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

Gross deferred tax assets:

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The tax expense of these transactions was approximately $ 1.2 million.

Foreign withholdi ng taxes associated with the repatriation of earnings of foreign subsidiaries have not been provided on $ 19.2 million of undistributed earnings for certain foreign subsidiaries.

The Company intends to reinvest these earnings indefinitely outside of the U.S.

Foreign withholdi ng taxes associated with the repatriation of earnings of certain foreign subsidiaries have not been provided because the Company intends to reinvest these earnings indefinitely outside of the U.S.

The Company estimates that an additional $ 1.6 million of foreign withholding taxes would have to be provided if these earnings were repatriated back to the U.S.

The valuation allowance decreased by $ 69.7 million in fiscal 2025, decreased by $ 15.5 million in fiscal 2024, and increased by $ 30.7 million in fiscal 2023.

The decrease during fiscal 2025 was primarily due to the increase in the deferred tax liability that resulted from the acquisition of Inertial Labs and the expiration of federal net operating losses (NOLs) in the U.S.

The valuation allowance decreased by $ 27.4 million in fiscal 2026, decreased by $ 69.7 million in fiscal 2025, and de creased by $ 15.5 million in fiscal 2024.

The decrease during fiscal 2026 was primarily due to the expiration and utilization of federal net operating losses (NOLs) and amortization of intangibles assets, offset by an increase in the capitalization of federal research expenditures in the U.S.

The decrease during fiscal 2025 was primarily due to the increase in the deferred tax liability that resulted from the acquisition of Inertial Labs and the expiration of NOLs in the U.S.

The decrease during fiscal 2024 was primarily due to the amortization of intangibles assets and utilization of NOLs, offset by an increase in the capitalization of federal research expenditures in the U.S.

The increase during fiscal 2023 was primarily due to the increase in capitalization of federal research expenditures in the U.S.

This includes the effects of the mandatory capitalization and amortization of R&D expenses incurred in fiscal 2023, as required by the 2017 Tax Cuts and Jobs Act (Tax Act) .

The following table provides information about the activity of our deferred tax valuation allowance (in millions) :

6 unchanged sentences

Year Ended June 28, 2025 1,336.0 78.3 ( 148.0 ) 1,266.3

Year Ended July 1, 2023 $ 1,320.8 $ 114.4 $ ( 83.7 ) $ 1,351.5

Year Ended June 29, 2024 1,351.5 132.7 ( 148.2 ) 1,336.0

(1) Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, and other adjustments.

8 unchanged sentences

Reductions for lapse of statute of limitations ( 0.2 )

Balance at July 1, 2023 54.9

Balance at June 29, 2024 54.5

Additions based on tax positions related to current year 2.2

12 unchanged sentences

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits within th e income tax provisio n.

The amount of interest and penalties accrued as of June 28, 2025, June 29, 2024 and July 1, 2023 were approximately $ 3.4 million, $ 3.8 million, and $ 2.9 million, respectively.

The amount of interest and penalties accrued as of June 27, 2026, June 28, 2025 and June 29, 2024 were approximately $ 3.0 million, $ 3.4 million and $ 3.8 million, respectively.

T he 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 we do 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, we are unable to estimate the full range of possible adjustments to this balance.

The Company is routinely subject to various federal, state and foreign audits by taxing authorities.

13 unchanged sentences

(1) Although the Company is generally subject to a three-year statute of limitations in the U.S., tax authorities maintain the ability to adjust tax attribute carryforwards generated in earlier years.

The following table presents income taxes paid, net of refunds received ( in millions ):

June 27, 2026

Income taxes paid (net of refund)

United Kingdom ( 10.8 )

Other countries 4.7

Total cash paid for income taxes, net of refunds $ 23.8

Stockholders' Equity

Issuance of Common Stock - 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 $ 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.

Issuance of Common Stock - Convertible Note Settlement

During the twelve months ended June 27, 2026, the Company issued approximately 9.7 million shares of its common stock related to the settlement of the 2026 Notes, including 7.9 million shares in December 2025 and 1.8 million shares in March 2026.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Repurchase of Common Stock

2 unchanged sentences

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

During fiscal 2025, the Company repurchased 2.0 million shares of its common stock for $ 16.4 million under the 2022 Repurchase Plan.

As of June 28, 2025, the Company had remaining authorization of $ 198.4 million for future share repurchases under the 2022 Repurchase Plan.

The following table summarizes share repurchase activity related to the Company’s stock repurchase program (in millions, except average price per share amounts) :

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

The following table summarizes share repurchase activity related to the Company’s 2022 Repurchase Plan (in millions, except average price per share amounts) :

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

Total number of shares repurchased 2.7 2.0 2.3

1 unchanged sentence

Total purchase price 30.0 16.4 20.0

Remaining authorization at end of period $ 198.4 $ 214.8 $ 234.8

Remaining authorization under 2022 Repurchase Plan at end of period 168.4 198.4 214.8

The total purchase price of these repurchases was reflected as a decrease to common stock based on the stated par value per share with the remainder charged to accumulated deficit.

4 unchanged sentences

Subsequent issuance of any preferred stock by the Company’s Board of Directors, under some circumstances, could have the effect of delaying, deferring or preventing a change in control.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

8 unchanged sentences

The ESPP, as amended, provides for a 15 % discount with a look-back period of six months .

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Full Value Awards

8 unchanged sentences

The impact on the Company’s results of operations of recording stock-based compensation expense by function for fiscal 2026, 2025 and 2024 was as follows ( in millions ):

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

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

Cost of revenues $ 4.4 $ 5.7 $ 4.9

2 unchanged sentences

Total stock-based compensation expense $ 55.4 $ 53.1 $ 49.4

Approximately $ 1.0 million and $ 1.2 million of stock-based compensation expense was capitalized to inventory at June 28, 2025 and June 29, 2024, respectively.

Approximately $ 1.0 million of stock-based compensation expense was capitalized to inventory at June 27, 2026 and June 28, 2025.

Stock Option Activity

1 unchanged sentence

There were no stock options outstanding as of June 27, 2026.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employee Stock Purchase Plan Activity

3 unchanged sentences

The cost will be recognized in the first quarter of fiscal 2027.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Full Value Awards Activity

7 unchanged sentences

Awards forfeited ( 0.2 ) ( 0.3 ) ( 0.5 ) $ 15.55

Non-vested July 1, 2023 1.7 5.8 7.5 $ 15.06

Non-vested June 29, 2024 2.2 6.9 9.1 $ 12.51

Awards granted 1.5 4.6 6.1 $ 9.09

12 unchanged sentences

As of June 27, 2026, $ 62.9 million of unrecognized stock-based compensation cost related to Full Value Awards remains to be amortized.

That cost is expected to be recognized over the remaining amortization period of 1.6 years.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

That cost is expected to be recognized over the weighted-average remaining amortization period of 1.5 years.

Valuation Assumptions

3 unchanged sentences

The weighted-average assumptions used to measure fair value of performance-based awards with a market condition were as follows:

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

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

Volatility of common stock 38.3 % 37.6 % 34.8 %

2 unchanged sentences

Risk-free interest rate 3.7 % 3.9 % 4.9 %

The Company did no t issue stock option grants during the fiscal years ended June 28, 2025, June 29, 2024 and July 1, 2023.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company did no t issue stock option grants during fiscal 2026, 2025 and 2024.

The Company estimates the fair value of ESPP purchase rights using a BSM valuation model.

1 unchanged sentence

Employee Stock Purchase Plans

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

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

Expected term (in years) 0.5 0.5 0.5

16 unchanged sentences

The Company sponsors the Viavi Solutions 401(k) Plan (the 401(k) Plan), a defined contribution plan under ERISA, which provides retirement benefits for its eligible employees through tax deferred salary deductions.

The 401(k) Plan allows employees to contribute up to 50 % of their annual compensation, with contributions limited to $ 23,500 in calendar year 2025 as set by the Internal Revenue Service.

The 401(k) Plan allows employees to contribute up to 50 % of their annual compensation, with contributions limited to $ 24,500 (or $ 32,500 for employees over 50 years of age ) in calendar year 2026 as set by the Internal Revenue Service.

For all eligible employees, the Company offers a 401(k) Plan that provides a 100 % match of employees’ contributions up to the first 3 % of annual compensation and 50 % match on the next 2 % of compensation.

7 unchanged sentences

and Germany including the plan assumed in a prior acquisition.

These pension 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.

and German pension 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 open to current and new employees in India and includes an accrual for service costs.

During fiscal 2026, the Government of India implemented four new labor codes which consolidated existing labor laws into a unified legislative framework.

The implementation of the new labor codes had an approximate $ 0.6 million impact on the Company’s Indian plan, which was recognized as a service cost in Cost of revenues, R&D and SG&A in the Consolidated Statements of Operations.

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

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

plan was fully funded while the other plans were unfunded.

plan was fully funded, the Indian plan was partially funded and the German 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.

1 unchanged sentence

Future estimated benefit payments are summarized under the Future Benefit Payments section below.

No other required contributions are expected in fiscal 2026, but the Company, at its discretion, can make contributions to one or more of the defined benefit plans.

Except our Indian plan, no other required contributions are expected in fiscal 2027, but the Company, at its discretion, can make contributions to one or more of the defined benefit plans.

In July 2024, the U.K.

Court of Appeal upheld a ruling in the matter of Virgin Media Limited v NTL Pension Trustees II Limited, a decision that VIAVI was not a party to or involved in, that certain historical amendments for contracted out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation.

In June 2025, Department for Work and Pensions announced that the government will introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards.

The prospective legislation could significantly reduce the potential negative impact of the court decision in the Virgin Media case on U.K.

pension schemes, including the Company’s U.K pension scheme, as there would be an opportunity to pursue retrospective confirmation if necessary or applicable to validate historical amendments.

No expected timeline of when the legislation will come out has been announced.

The Company continues to monitor developments and assess potential impact for its U.K.

pension scheme.

The Pension Schemes Act 2026 introduced legislation to allow affected schemes to retrospectively obtain written actuarial confirmation that historic changes did not reduce benefits below the minimum statutory level.

The Financial Reporting Council and the Pensions Regulator have also published guidance on remediating missing historical contracting-out confirmations.

The Company and Scheme Trustees will continue to monitor the implications of this case.

The Company expects minimal, if any, impact on Scheme liability as a result of the initial ruling, given the recent legislation and accompanying guidance.

The Company accounts for its obligations under these pension plans in accordance with the authoritative guidance which requires the Company to record its obligation to the participants, as well as the corresponding net periodic cost.

The Company determines its obligation to the participants and its net periodic cost principally using actuarial valuations provided by third-party actuaries.

The obligation the Company records on its Consolidated Balance Sheets is reflective of the total PBO and the fair value of plan assets.

The amount recognized on the Consolidated Balance Sheets reflects the funded status of the plans, measured as the difference between the total PBO and the fair value of plan assets.

VIAVI SOLUTIONS INC.

1 unchanged sentence

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

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

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

Service cost $ 1.0 $ — $ —

Interest cost 3.5 3.3 3.3

Expected return on plan assets ( 1.7 ) ( 1.8 ) ( 1.9 )

Recognized net actuarial losses (gains) 0.2 0.1 ( 0.1 )

Recognized net actuarial losses 0.3 0.2 0.1

Net periodic benefit cost $ 3.1 $ 1.7 $ 1.5

The components of net periodic pension cost are included in Cost of revenues, R&D and SG&A in the Consolidated Statements of Operations.

The Company’s accumulated other comprehensive income (loss) includes unrealized net actuarial (gains) losses.

The amount of unrealized net actuarial (gain) loss expected to be recognized in net periodic benefit cost during fiscal 2026 is $ 0.2 million.

The Company’s accumulated other comprehensive (loss) income includes unrealized net actuarial losses.

The amount of unrealized net actuarial loss expected to be recognized in net periodic benefit cost during fiscal 2027 is $ 0.1 million.

The changes in the benefit obligations and plan assets of the pension and benefits plans were ( in millions ):

3 unchanged sentences

Benefit obligation at beginning of year:

$ 84.9 $ 83.7

Service cost 1.0 —

Interest cost 3.5 3.3

Actuarial (gains) losses ( 3.1 ) 1.5

Actuarial gains ( 3.0 ) ( 3.1 )

Acquisition (1)

Benefits paid ( 6.9 ) ( 6.2 )

10 unchanged sentences

Accumulated benefit obligation $ 78.5 $ 84.9

(1) Represents the gratuity liability related to the Spirent HSE and CE business acquisition during fiscal 2026.

(2) Other represents balance for the Indian plan not included in the Accumulated benefit obligation or plan assets amounts as of June 28, 2025 in the table above.

VIAVI SOLUTIONS INC.

6 unchanged sentences

Non-current liabilities 47.0 53.8

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):

Net actuarial gain (loss) $ 0.1 $ ( 2.1 )

Other changes in plan assets and benefit obligations recognized in other comprehensive (loss) income:

Net actuarial gain $ 1.0 $ 0.1

Amortization of accumulated net actuarial losses 0.2 0.2

Total recognized in other comprehensive income (loss) $ 0.3 $ ( 2.0 )

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

Total recognized in other comprehensive (loss) income $ 1.2 $ 0.3

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.

These contributions allowed the Company to comply with regulatory funding requirements.

In addition, during fiscal 2026, the Company contributed Rs 90.7 million or approximately $ 1.0 million, while in fiscal 2025, the Company contributed Rs 16.4 million or approximately $ 0.2 million to its Indian plan.

Underlying both the calculation of the PBO and net periodic cost are actuarial valuations.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the weighted average assumptions used to determine net periodic cost and benefit obligation for the Company’s U.K.

and German pension plans:

The following table summarizes the weighted average assumptions used to determine net periodic cost and benefit obligation for the Company’s U.K., German and Indian pension plans:

Pension Benefit Plans

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

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

Used to determine net periodic cost at end of year:

18 unchanged sentences

The following table sets forth the plan’s assets at fair value and the percentage of assets allocations as of June 28, 2025 ( in millions ):

Fair value as of

June 28, 2025

Target Allocation Total Percentage of Plan Assets Level 1 Level 2

Equity / Other 40 % $ 12.1 37.8 % $ — $ 12.1

Fixed income 100 % $ 32.5 98.8 % — $ 32.5

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company’s pension assets consist of multiple institutional funds (pension funds) of which the fair values are based on the quoted prices of the underlying securities.

The Company’s pension assets consist of a cash accumulation gratuity fund with value growing through guaranteed interest accumulation managed by an insurer for the Indian plan and multiple institutional funds (pension funds) of which the fair values are based on the quoted prices of the underlying securities for the U.K.

Pension funds are classified as Level 2 assets since such funds are not directly traded in active markets.

Fixed income consists of several funds that invest primarily in index-linked Gilts (over 5 years ), Gilts index (over 15 years), sterling-denominated investment grade corporate bonds and overseas government bonds.

Equity / Other consisted of several funds that invested primarily in U.K.

equities and other overseas equities as well as a small portion in liquid alternatives.

Fixed income consists of a cash accumulation gratuity fund for our Indian plan and several funds that invest primarily in index-linked Gilts (over 5 years), Gilts index (over 15 years), sterling-denominated investment grade corporate bonds and overseas government bonds for our U.K.

Future Benefit Payments

3 unchanged sentences

Commitments and Contingencies

Royalty Payments

The Company is obligated to make future minimum royalty payments of $ 0.2 million measured as of June 28, 2025 for the use of certain licensed technologies, which are expected to be paid through the third quarter of fiscal 2026.

Purchase Obligations

5 unchanged sentences

While the Company seeks to maintain a sufficient safety stock of such products and maintains on-going communications with its suppliers to guard against interruptions or cessation of supply, the Company’s business and results of operations could be adversely affected by a stoppage or delay of supply, substitution of more expensive or less reliable parts, receipt of defective parts or contaminated materials, increases in the price of such supplies, or the Company’s inability to obtain reduced pricing from its suppliers in response to competitive pressures.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financing Obligations

3 unchanged sentences

These buildings did not qualify for sale and lease back accounting due to various forms of continuing involvement and, as a result, they were accounted for as financing transactions.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In August 2012 and May 2019, the Company entered into two lease amendments to extend the term of the lease to August 31, 2032 with a ten-year renewal option.

17 unchanged sentences

Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on the Consolidated Balance Sheets as of June 27, 2026 and June 28, 2025.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Outstanding Standby Letters of Credit and Performance Bonds

As of June 27, 2026, the Company had standby letters of credit of $ 10.1 million, and other claims of $ 1.9 million collateralized by restricted cash.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Product Warranties

11 unchanged sentences

Adjustments related to pre-existing warranties (including changes in estimates) ( 0.2 ) ( 0.4 )

Acquisition 0.6 —

Balance as of end of period $ 6.6 $ 6.7

On February 20, 2026, the U.S.

Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were invalid.

As of June 27, 2026, the Company had unrecognized refund claims totaling approximately $ 11.0 million, consisting of approximately $ 10.7 million of refund claims that had been approved as of June 27, 2026 but were paid in the first quarter of fiscal 2027, and approximately $ 0.3 million of refund claims that were approved and paid subsequent to June 27, 2026.

The Company will recognize any recovery in the period in which the recognition criteria for contingent gains under ASC 450, Contingencies , are met.

As of June 27, 2026, the Company had not recognized an asset related to these claims because realization of the claim was not considered assured until cash was received.

Legal Proceedings

6 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 year ended June 29, 2024.

Pension Settlement

In June 2016, the Company received a court decision regarding the validity of an amendment to a pension deed of trust related to one of its foreign subsidiaries which the Company contends contained an error requiring the Company to increase the pension plan’s benefit.

The Company had subsequently further amended the deed to rectify the error.

The court ruled that the amendment increasing the pension plan benefit was valid until the subsequent amendment.

The Company estimated the liability to range from £ 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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The Company is subject to a variety of claims and suits that arise from time to time in the ordinary course of its business.

1 unchanged sentence

Were an unfavorable final outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Operating Segments and Geographic Information

3 unchanged sentences

(i) Network and Service Enablement:

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.

NSE provides an integrated portfolio of test, monitoring, assurance, and resilient PNT solutions that enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications.

(ii) Optical Security and Performance Products:

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 .

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.

The Company has applied this change retrospectively in the disclosures herein.

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

Beginning in the fourth quarter of fiscal 2026, employer payroll taxes related to stock-based compensation are no longer allocated to the Company's segment results and are instead included in the “Other segment items” row of the segment presentation.

Prior-period segment results have been recast to conform to the current presentation.

The Company 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.

Segment Reporting

2 unchanged sentences

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.

In addition, the CODM reviews inventory levels and certain other current assets 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 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.

The Company does not allocate stock-based compensation, including related employer payroll taxes, acquisition and integration 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.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Information on the Company’s reportable segments is as follows ( in millions ):

12 unchanged sentences

Unallocated other expenses ( 207.8 )

Loss on debt extinguishment ( 56.7 )

Interest and other income, net 15.3

2 unchanged sentences

Inventories, net $ 113.7 $ 41.6 $ 155.3

Prepayments and other current assets (2)

Assets not allocated to segments 2,528.3

Total assets $ 2,705.6

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

(2) The amount presented represents the prepayments and other current assets attributed to NSE that are reviewed by the CODM.

Other NSE related prepayments and current assets are not included as they are not part of the CODM’s measure of segment assets.

VIAVI SOLUTIONS INC.

17 unchanged sentences

Inventories, net $ 74.4 $ 43.5 $ 117.9

Prepayments and other current assets (2)

Assets not allocated to segments 1,870.1

Total assets $ 1,993.8

Year Ended July 1, 2023

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

(2) The amount presented represents the prepayments and other current assets attributed to NSE that are reviewed by the CODM.

Other NSE related prepayments and current assets are not included as they are not part of the CODM’s measure of segment assets.

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended June 29, 2024

Enablement Optical Security and Performance Products Total

10 unchanged sentences

Unallocated other expenses ( 95.2 )

Loss on convertible note modification ( 2.2 )

Interest and other income, net 21.7

2 unchanged sentences

Inventories, net $ 53.1 $ 43.4 $ 96.5

Prepayments and other current assets (2)

Assets not allocated to segments 1,634.2

1 unchanged sentence

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

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) The amount presented represents the prepayments and other current assets attributed to NSE that are reviewed by the CODM.

Other NSE related prepayments and current assets are not included as they are not part of the CODM’s measure of segment assets.

The Company operates primarily in three geographic regions:

2 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.

T he 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 years ended June 28, 2025, June 29, 2024 and July 1, 2023 ( in millions ):

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

VIAVI SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

T he 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 years ended June 27, 2026, June 28, 2025 and June 29, 2024 ( in millions ):

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

Product Revenue Service Revenue Total Product Revenue Service Revenue Total Product Revenue Service Revenue Total

24 unchanged sentences

The grant is expected to provide approximately $ 21.7 million in funding over a three-year performance period for the VIAVI Automated Lab-as-a-Service for Open RAN (VALOR).

During the three-year performance period, VIAVI will be required to spend $ 5.8 million, consisting of $ 4.0 million for software license fees and $ 1.8 million for management/administrative fees to operate the lab.

During the three-year performance period, VIAVI will be required to spend $ 5.8 million, consisting of software license fees to operate the lab.

The Company recorded $ 6.1 million in the form of R&D credits in the Consolidated Statements of Operations during fiscal 2026 under the VALOR Grant.

In addition, funding of $ 1.4 million offset the carrying value of lab equipment purchased during the fiscal year ended June 28, 2025.

In addition, funding of $ 0.5 million offset the carrying value of lab equipment purchased during fiscal 2026.

For the year ended June 27, 2026, we received cash reimbursement of $ 6.6 million and had pending receipts of $ 0.6 million included in Prepayments and other current assets on the Consolidated Balance Sheets.

2 unchanged sentences

As of June 27, 2026, the Company had pending receipts of approximately $ 17.9 million related to other government assistance included in Prepayments and other current assets on the Consolidated Balance Sheets.

Subsequent Events

The Company paid approximately $ 22.4 million in tariffs imposed under the IEEPA.

Subsequent to June 27, 2026, the Company received approximately $ 11.0 million comprised primarily of tariff refunds (recovery of cost of sales) and related statutory interest associated with previously submitted IEEPA refund claims.

These amounts 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.

On July 9, 2026, the Company completed the acquisition of substantially all of the assets of Direct Optical Research Company, a provider of optical fiber connector end-face quality measurement systems and interferometer technology.

The transaction provides for base consideration of $ 14.0 million, subject to customary purchase price adjustments, and additional contingent consideration of up to $ 5.0 million based on the achievement of specified post-closing milestones.

The acquisition will be included in the NSE segment and is expected to strengthen the Company's optical measurement technology portfolio and expand its capabilities in fiber optic test and measurement solutions.

Due to the closing of the acquisition subsequent to the fiscal year-end, the Company is currently determining the fair value of the acquired assets necessary to develop the purchase price allocation.

Accordingly, it is not practicable to disclose the preliminary allocation of the purchase price as of the date these financial statements were issued.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data