UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 2, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-22874 Viavi Solutions Inc. (Exact name of Registrant as specified in its charter) Delaware 94-2579683 (State or other jurisdiction of inc ...

Viavi Solutions Inc. (NASDAQ:VIAV) Q4 2022 Earnings Conference Call August 11, 2022 4:30 PM ET Company Participants Sagar Hebbar - Head of Investor Relations Henk Derksen - Executive Vice President & Chief Financial Officer Oleg Khaykin - President & Chief Executive Officer Conference Call Participants Alex Henderson - Needham & Company Tim Savageaux - Northland Capital Angela Jin - JPMorgan Mehdi Hosseini - Susquehanna Meta Marshall - Morgan Stanley Operator Good afternoon. My name is David and I'll be you ...

PART I [Financial Statements (Unaudited)](index=2&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Viavi Solutions Inc.'s unaudited consolidated financial statements for the three and nine months ended April 2, 2022, and April 3, 2021, detailing financial performance and position [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) Viavi reported total net revenue of $315.5 million for Q3 FY22, a 4.0% increase year-over-year, and a $1.0 million net loss for the nine months ended April 2, 2022, primarily due to a $98.7 million loss on convertible note settlements Consolidated Statements of Operations Highlights (in millions, except per share data) | Metric | Three Months Ended April 2, 2022 | Three Months Ended April 3, 2021 | Nine Months Ended April 2, 2022 | Nine Months Ended April 3, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total net revenue** | **$315.5** | **$303.4** | **$957.1** | **$888.0** | | Gross profit | $186.9 | $182.0 | $572.4 | $531.5 | | Income from operations | $40.8 | $35.9 | $137.0 | $109.5 | | Loss on convertible note settlement | $(6.4) | $— | $(98.7) | $— | | **Net income (loss)** | **$19.2** | **$17.2** | **$(1.0)** | **$64.2** | | Diluted EPS | $0.08 | $0.07 | $— | $0.27 | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of April 2, 2022, Viavi's total assets decreased to $1,878.0 million, primarily due to reduced cash, while total liabilities decreased to $1,168.1 million mainly from debt settlement, resulting in total stockholders' equity of $709.9 million Consolidated Balance Sheet Highlights (in millions) | Account | April 2, 2022 | July 3, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | **$1,044.0** | **$1,112.1** | | Cash and cash equivalents | $589.8 | $697.8 | | Goodwill, net | $388.9 | $396.5 | | **Total Assets** | **$1,878.0** | **$1,961.4** | | **Total Current Liabilities** | **$259.7** | **$747.4** | | Long-term debt | $706.4 | $224.1 | | **Total Liabilities** | **$1,168.1** | **$1,197.5** | | **Total Stockholders' Equity** | **$709.9** | **$763.9** | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended April 2, 2022, net cash provided by operating activities decreased to $104.5 million, while net cash used in investing was $51.2 million and financing activities used $151.3 million, primarily for stock repurchases and convertible note settlements Cash Flow Summary for Nine Months Ended (in millions) | Activity | April 2, 2022 | April 3, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $104.5 | $180.7 | | Net cash used in investing activities | $(51.2) | $(24.8) | | Net cash used in financing activities | $(151.3) | $(43.2) | | **Net (decrease) increase in cash** | **$(106.9)** | **$134.6** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including ASU 2020-06 adoption, debt breakdowns from new senior notes and convertible note settlements, segment performance, stock repurchases, and legal contingencies like a $9.2 million pension-related lawsuit - The company adopted ASU 2020-06, simplifying accounting for convertible instruments, applied retrospectively to reclassify equity components to debt and reduce prior year interest expense[35](index=35&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk) - In September 2021, the company issued **$400.0 million** of 3.75% Senior Notes due 2029 and settled significant portions of its 2023 and 2024 convertible notes, resulting in a **$98.7 million** loss for the nine-month period[88](index=88&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - The company repurchased **12.7 million** shares of its common stock for a total of **$206.6 million** during the nine months ended April 2, 2022, under two separate repurchase plans[121](index=121&type=chunk)[123](index=123&type=chunk)[20](index=20&type=chunk) Net Revenue by Segment (in millions) | Segment | Nine Months Ended April 2, 2022 | Nine Months Ended April 3, 2021 | | :--- | :--- | :--- | | Network Enablement (NE) | $623.6 | $533.9 | | Service Enablement (SE) | $79.3 | $67.5 | | Optical Security and Performance (OSP) | $254.2 | $286.6 | | **Total Net Revenue** | **$957.1** | **$888.0** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting a 4.0% revenue increase driven by NE and SE segments, while addressing COVID-19 impacts, supply chain constraints, inflationary pressures, and key financial activities like debt issuance and stock repurchases - Total net revenue increased by **4.0%** to **$315.5 million** in Q3 FY22 compared to the prior year, driven by a **7.0%** increase in NE and a **30.5%** increase in SE, offset by an **8.1%** decrease in OSP[189](index=189&type=chunk)[192](index=192&type=chunk) - The company experienced higher than expected supply chain and commodity costs, including manufacturing, logistics, and procurement, due to inflationary pressure in the first nine months of fiscal 2022 and expects these high costs to continue[181](index=181&type=chunk) - During the nine months ended April 2, 2022, the company recorded a loss of **$98.7 million** related to the settlement of its 1.75% and 1.00% Senior Convertible Notes[215](index=215&type=chunk) - In December 2021, the company entered into a new **$300 million** senior secured asset-based revolving credit facility, maturing in December 2026, to be used for working capital and general corporate purposes[236](index=236&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Net revenue for Q3 FY22 increased by $12.1 million (4.0%) year-over-year, driven by NE and SE segments, while gross margin slightly decreased to 59.2% due to unfavorable product mix, and a $6.4 million loss was recorded on convertible note settlement Net Revenue by Segment - Q3 FY22 vs Q3 FY21 (in millions) | Segment | Q3 FY22 | Q3 FY21 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | NE | $204.3 | $190.9 | $13.4 | 7.0% | | SE | $26.5 | $20.3 | $6.2 | 30.5% | | OSP | $84.7 | $92.2 | $(7.5) | (8.1)% | | **Total** | **$315.5** | **$303.4** | **$12.1** | **4.0%** | - Gross margin for Q3 FY22 was **59.2%**, a decrease of **0.8 percentage points** from 60.0% in the prior-year quarter, primarily due to unfavorable product mix and reduced manufacturing absorption in the OSP segment[202](index=202&type=chunk)[229](index=229&type=chunk) - For the nine months ended April 2, 2022, SG&A expense increased by **$22.0 million (8.9%)** year-over-year, primarily due to targeted investments in people, processes, and technology[211](index=211&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) As of April 2, 2022, the company held $596.0 million in cash and equivalents, with $104.5 million cash from operations, while financing activities used $151.3 million for stock repurchases and convertible note settlements, partially offset by $400.0 million from new debt issuance - Cash and cash equivalents, short-term investments, and restricted cash totaled **$596.0 million** as of April 2, 2022, down from **$703.7 million** as of July 3, 2021[233](index=233&type=chunk) - Cash from operations for the nine months was **$104.5 million**, a decrease from **$180.7 million** in the prior year, mainly due to changes in operating assets and liabilities like increased inventory and accounts receivable[241](index=241&type=chunk) - Financing activities included issuing **$400.0 million** in new senior notes, repurchasing **$207.0 million** of common stock, and paying **$324.3 million** to settle convertible notes[243](index=243&type=chunk) [Quantitative and Qualitative Disclosure About Market Risks](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risks) The company states that there have been no material changes to its market risk, including foreign exchange and interest rate risks, from what was disclosed in its Annual Report on Form 10-K for the fiscal year ended July 3, 2021 - The Company's market risk profile concerning foreign exchange and interest rates has not materially changed since the last annual report[250](index=250&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of April 2, 2022, with no material changes to internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of the end of the quarter[251](index=251&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[252](index=252&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal claims, including an ongoing pension-related lawsuit for a foreign subsidiary with an accrued liability of £7.0 million ($9.2 million) as of April 2, 2022, which management does not expect to materially impact its financial position - The company is appealing a court decision regarding a pension deed amendment for a foreign subsidiary and has an accrued pension liability of **£7.0 million ($9.2 million)** related to this matter as of April 2, 2022[138](index=138&type=chunk)[139](index=139&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks, including ongoing COVID-19 impacts on operations and supply chains, rapid technological changes, reliance on limited key customers, international operational risks, cybersecurity threats, and financial risks related to substantial indebtedness - The COVID-19 pandemic continues to pose risks, including disruptions to facilities and suppliers, shipping challenges, and inflationary cost pressures on manufacturing, logistics, and procurement[256](index=256&type=chunk)[258](index=258&type=chunk) - The company faces risks from rapid technological change, particularly in the transition to 5G, and acknowledges that its growth forecasts for 3D sensing are subject to significant uncertainty[269](index=269&type=chunk)[275](index=275&type=chunk)[277](index=277&type=chunk) - Dependence on a limited number of customers, such as the exclusive reliance on SICPA for marketing and selling anti-counterfeiting pigments, creates pricing pressure and revenue concentration risk[278](index=278&type=chunk)[279](index=279&type=chunk) - The company's outstanding debt, including multiple series of Senior Notes, increases leverage, may limit operational flexibility due to restrictive covenants, and poses risks to its ability to meet debt service requirements[312](index=312&type=chunk)[314](index=314&type=chunk)[316](index=316&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None [Defaults Upon Senior Securities](index=63&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None [Mine Safety Disclosures](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures were reported for the period - None [Other Information](index=63&type=section&id=Item%205.%20Other%20Information) There was no other information to be disclosed for the period - None [Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications pursuant to the Sarbanes-Oxley Act and Inline XBRL data files - The report includes required CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL filings[337](index=337&type=chunk)

Viavi Solutions Inc. (NASDAQ:VIAV) Q3 2022 Earnings Conference Call May 3, 2022 4:30 PM ET Company Participants Sagar Hebbar – Head-Investor Relations Henk Derksen – Chief Financial Officer Oleg Khaykin – President and Chief Executive Officer Conference Call Participants Alex Henderson – Needham Tim Savageaux – Northland Capital Markets Samik Chatterjee – JPMorgan Karan Juvekar – Morgan Stanley Operator Good afternoon, and thank you for standing by. Welcome to the Viavi Fiscal Third Quarter 2022 Earnings Ca ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 01, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-22874 Viavi Solutions Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporatio ...

Financial Data and Key Metrics Changes - Viavi Solutions reported Q2 revenue of $314.8 million, a 5% increase year-over-year, exceeding guidance of $296 million to $310 million [7] - The operating profit margin reached a record 23.3%, expanding 100 basis points year-over-year and exceeding the guidance range of 20% to 21% [8] - EPS was $0.24, a quarterly record high, up 4.3% year-over-year, surpassing the guidance range of $0.18 to $0.20 [8] Business Segment Data and Key Metrics Changes - The NSE segment achieved record revenue of $244.2 million, up 18.1% year-over-year, exceeding guidance of $230 million to $240 million [9] - Within NSE, NE revenue increased 18.5% to $214.4 million, driven by fiber and wireless products, while SE revenue was $29.8 million, up 15.5% year-over-year [10] - OSP segment revenue was $70.6 million, down 24.2% year-over-year, but slightly above the high end of guidance [13] Market Data and Key Metrics Changes - The demand for fiber and wireless products in the NE segment showed double-digit growth, with fiber field products achieving a new revenue record [25] - The company noted a strong demand for 5G field instruments and expects continued momentum throughout 2022 [26][44] - The OSP business segment's anti-counterfeiting products revenue decreased due to moderated demand from central banks [31] Company Strategy and Development Direction - The company plans to continue improving its capital structure and financial flexibility to execute growth objectives, including a share repurchase program of up to $190 million [19] - Viavi expects to maintain a strong performance in the SE segment, targeting growth at double the rate of the NSE business [60] - The company anticipates a shift towards fiber and wireless technology in the long term, with strong demand for 400-gig optical transport [27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving record revenue and non-GAAP profitability for the first half of fiscal 2022 [24] - The company expects a favorable supply chain situation by mid-calendar 2022, which could enhance revenue potential [29] - Management acknowledged challenges in labor and supply chain as potential constraints but sees opportunities in automation and software solutions [85] Other Important Information - The company reported total cash and short-term investments of $738.5 million, up $89.7 million year-over-year [15] - Operating cash flow for the quarter was $22.2 million, a decrease due to non-recurring tax payments and increased inventory levels [16] - The company redeemed approximately 40% of its convertible notes, reducing the outstanding balance significantly [17] Q&A Session Summary Question: Insights on OSP business and 5G adoption - Management indicated that the anti-counterfeiting business is expected to stabilize at a higher run rate than pre-pandemic levels, with a new normal in the high 50s [39] - Regarding 5G, there is increasing demand for both wireless and fiber products, with expectations for continued growth [44] Question: Impact of supply chain disruptions - Management noted that without supply chain challenges, gross margins could improve by 1-2 percentage points, and revenue could increase by $5 million to $10 million [49] Question: Future revenue targets and growth rates - Management anticipates that NSE growth could move into the higher single digits, with a focus on fiber and wireless segments [68] Question: 5G field instruments and market share - Management sees a potential market of $300 million for 5G field instruments, targeting a market share of 25% to 33% [74] Question: Maintaining share gains amid supply chain normalization - Management believes that once share is gained, it becomes a new normal due to training and integration of their equipment into customer operations [83]

| --- | --- | --- | --- | |------------------------------------------------------|-------|-------|-------| | | | | | | | | | | | | | | | | Fiscal 2Q 2022 Earnings Call Supplementary Slides | | | | | February 3, 2022 | | | | Cautionary Language Concerning Forward-Looking Statements This presentation contains forward-looking statements under Section 27A of the Securities Act of 1934. Forward-looking statements are all statements we make other than those dealing specifically with historical matters. These forw ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 02, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-22874 Viavi Solutions Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporatio ...

Financial Data and Key Metrics Changes - Fiscal Q1 2022 revenue reached $326.8 million, a 14.8% year-over-year increase, exceeding guidance of $303 million to $317 million [5] - Operating profit margin was 22.7%, expanding 140 basis points year-over-year and exceeding guidance of 21.5% to 22.5% [6] - EPS was a record $0.24 per share, surpassing the guidance range of $0.20 to $0.22 and increasing 14.3% from the previous year [6] Business Segment Data and Key Metrics Changes - NSE revenue was $227.9 million, up 24.2% year-over-year, exceeding guidance of $210 million to $220 million [7] - Within NSE, NE revenues increased 26.4% to $204.9 million, driven by fiber, wireless, and cable products [8] - OSP revenue was $98.9 million, down 2.3% year-over-year, but exceeded guidance of $93 million to $97 million [9] Market Data and Key Metrics Changes - Demand for fiber, wireless, and cable products remained strong, with 5G deployment accelerating [18] - Cable demand was robust, supporting MSO's bandwidth expansion and 5G deployment [19] - The company expects supply constraints to alleviate by mid-calendar 2022 [20] Company Strategy and Development Direction - The company is focusing on investments in fiber and wireless, with new product lines expected to materialize [49] - M&A opportunities are being explored, particularly in private company acquisitions [52] - The company aims to optimize its capital structure and create financial flexibility for growth objectives [14] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing supply chain challenges but expressed confidence in meeting demand [19] - The company anticipates a strong demand for 5G and fiber products, with expectations for continued growth in these areas [22] - Management expects the demand for anti-counterfeiting products to moderate but remain above pre-COVID levels [21] Other Important Information - The company completed a $400 million high-yield bond offering to enhance financial flexibility [14] - A share repurchase program of up to $190 million was authorized, with $95.5 million repurchased as of the end of Q1 [13] Q&A Session Summary Question: Outlook on 5G and supply constraints impact - Management indicated that 5G is facing some supply constraints, particularly in advanced chips, but has managed to secure enough materials for initial shipments [29][31] Question: Impact of supply constraints on revenues - Management estimated a $5 million to $10 million gap in outstanding shipments due to supply constraints in the current quarter [35] Question: M&A pipeline and organic investments - Management is optimistic about organic investments in R&D and is exploring M&A opportunities, particularly in private companies [49][52] Question: Customer demand amid supply constraints - Management noted that less than 10% of demand is lost due to supply constraints, with most customers pushing orders to future quarters [54] Question: Key end market segments driving upside - Management highlighted strong demand in fiber and wireless as key drivers, with expectations for a rebound in demand in the upcoming quarters [60] Question: 3D sensing revenue expectations - Management expects 3D sensing revenue to be about 10% down year-over-year due to component shortages affecting unit consumption [78] Question: Cable TV contributions and sustainability - Management indicated that cable companies are increasingly becoming fiber operators, driving demand for fiber monitoring equipment [106]

| --- | --- | --- | --- | --- | |----------------------------------------------------|-------|-------|-------|-------| | | | | | | | | | | | | | Fiscal 1Q 2022 Earnings Call Supplementary Slides | | | | | | November 4, 2021 | | | | | Cautionary Language Concerning Forward-Looking Statements This presentation contains forward-looking statements under Section 27A of the Securities Act of 1934. Forward-looking statements are all statements we make other than those dealing specifically with historical matters. ...