8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 2, 2015

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22874	94-2579683
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

430 North McCarthy Boulevard, Milpitas, CA	95035
(Address of Principal Executive Offices)	(Zip Code)

(408) 404-3600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K/A (the “Amendment”) amends information originally reported in the Current Report on Form 8-K of Viavi Solutions Inc. (the “Company”) furnished to the Securities and Exchange Commission on November 2, 2015 (the “Prior Report”).

Item 2.02. Results of Operations and Financial Condition

On November 2, 2015, the Company issued a press release reporting the results of the Company’s fiscal first quarter ended October 3, 2015 (the “Earnings Press Release”), which was furnished as Exhibit 99.1 to the Prior Report.

Following the completion of its quarter-end close and spin-off related accounting procedures, Viavi filed its quarterly report on Form 10-Q on November 12, 2015 for the Company’s first fiscal quarter, noting no changes to the previously announced preliminary GAAP net revenue and preliminary GAAP net loss in the Earnings Press Release. However, Viavi has revised certain preliminary GAAP financial statement line items related to discontinued operations and continuing operations that were previously announced as follows:

(a) revised GAAP loss for fiscal 2016 first quarter from continuing operations of $(13.6) million, or $(0.06) per share, compared to the previously announced preliminary GAAP loss from continuing operations of $(4.7) million, or $(0.02) per share; and

(b) revised GAAP loss for fiscal 2016 first quarter from discontinued operations of $(53.4) million, or $(0.22) per share, compared to the previously announced preliminary GAAP loss from discontinued operations of $(62.3) million, or $(0.26) per share.

The $8.9 million difference is attributable to a reclassification from discontinued operations to continuing operations, as required by GAAP, for an increase in valuation allowance related to non-U.S. deferred tax assets that transferred to Lumentum in connection with the spin-off.

Viavi also revised its cash used in operations to $(0.3) million, compared to the previously announced preliminary cash generated from operations of $7.7 million. This difference is attributable to changes in Lumentum related liabilities satisfied by Viavi and not transferred to Lumentum in connection with the spin-off. In addition, Viavi revised its Condensed Consolidated Balance Sheet as of October 3, 2015 for certain other balance sheet reclassifications.

There are no changes to the previously announced non-GAAP results in the Earnings Press Release. A revised version of Exhibit 99.1 is attached to this Amendment.

Item 7.01. Regulation FD Disclosure

On November 2, 2015, the Company posted supplementary slides and historical financial tables on its website (the “Slide Presentation”) in connection with its earnings press release and conference call to discuss fiscal first quarter 2016 results, which was furnished as Exhibit 99.2 to the Prior Report. The same revisions noted above were identified in the Slide Presentation. A revised version of Exhibit 99.2 is attached to this Amendment.

The information in this Amendment, including Exhibit 99.1 and Exhibit 99.2, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

Exhibit No.	Description
99.1	Press release entitled “Viavi Announces Fiscal First Quarter 2016 Results” dated November 2, 2015 (revised).
99.2	Slide presentation entitled “Fiscal 1Q 2016 Earnings Call Supplementary Slides” dated November 2, 2015 (revised).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIAVI SOLUTIONS INC.
	By:	/s/ Amar Maletira
	Name:	Amar Maletira
	Title:	Chief Financial Officer
November 12, 2015

EX-99.1

Exhibit 99.1

VIAVI ANNOUNCES FISCAL FIRST QUARTER 2016 RESULTS

•GAAP and Non-GAAP Net Revenue of $229.7 million, up$14.4 million or 6.7% year-over-year

•GAAP operating margin of (1.3)%, up450 bps year-over-year

•Non-GAAP operating margin of 12.5%, up650 bps year-over-year

•GAAP EPS from continuing operations of $(0.06), up$0.05 or 45.5% year-over-year

•Non-GAAP EPS from continuing operations of $0.08, up$0.05 or 166.7% year-over-year

•Amounts presented below are on a continuing operations basis unless otherwise noted

Milpitas, California, November 2, 2015 — Viavi (NASDAQ: VIAV) today reported results for its fiscal first quarter ended October 3, 2015. Fiscal 2016 is a 53-week year and fiscal 2015 was a 52-week year. The extra week of fiscal 2016 fell within the first quarter, resulting in a 14-week versus 13-week sequential quarterly and year-over-year comparisons.

GAAP net revenue was $229.7 million, with net loss of $(13.6) million, or $(0.06) per share. Prior quarter GAAP net revenue was $219.8 million, with net loss of $(32.1) million, or $(0.14) per share. GAAP net revenue for fiscal 2015first quarter was $215.3 million, with net loss of $(25.8) million, or $(0.11) per share.

Non-GAAP net revenue was $229.7 million, with net income of $19.6 million, or $0.08 per share. Prior quarter non-GAAP net revenue was $219.8 million, with net income of $10.4 million, or $0.04 per share. Non-GAAP net revenue for fiscal 2015first quarter was $215.3 million, with net income of $7.4 million, or $0.03 per share.

“We delivered solid execution on our first fiscal quarter results as Viavi Solutions.  Revenue, operating margin and earnings per share met or exceeded the high end of our guidance range,” said Rick Belluzzo, Viavi’s Interim President and Chief Executive Officer.  “Our OSP business reported record revenue and profitability, while Network Enablement demonstrated signs of business stabilization and Service Enablement saw growth in Location Intelligence and Enterprise, both of which are high-growth markets.”

Belluzzo added, “Positive changes are happening in the organization with a new go-to market strategy to drive revenue growth as well as optimizing our operational infrastructure to improve profitability. We are off to a good start in what we expect to be a transformational fiscal year.”

Financial Overview:

The tables below (in millions, except percentage data) provide comparisons of quarterly results to prior periods, including sequential quarterly and year-over-year changes. A reconciliation between GAAP and non-GAAP measures is contained in this release under the section titled “Use of Non-GAAP (Adjusted) Financial Measures.”

	GAAP Results
	Q1			Q4			Q1			Change
	FY 2016			FY 2015			FY 2015			Q/Q	Y/Y
Net revenue	$	229.7		$	219.8		$	215.3		4.5%	6.7%
Gross margin	61.2		%	59.6		%	59.9		%	160 bps	130 bps
Operating margin	(1.3		)%	(8.6		)%	(5.8		)%	730 bps	450 bps

	Non-GAAP Results
	Q1			Q4			Q1			Change
	FY 2016			FY 2015			FY 2015			Q/Q	Y/Y
Net revenue	$	229.7		$	219.8		$	215.3		4.5%	6.7%
Adj. Gross margin	63.6		%	62.6		%	64.2		%	100 bps	(60) bps
Adj. Operating margin	12.5		%	7.7		%	6.0		%	480 bps	650 bps

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	Non-GAAP Net Revenue by Segment
	Q1		% of Net		Q4		Q1		Change
	FY 2016		revenue		FY 2015		FY 2015		Q/Q		Y/Y
Network Enablement	$	117.6	51.2	%	$	132.2	$	121.5	(11.0	)%	(3.2	)%
Service Enablement	47.9		20.9	%	37.1		50.5		29.1	%	(5.1	)%
Optical Security and Performance Products	64.2		27.9	%	50.5		43.3		27.1	%	48.3	%
Total	$	229.7	100.0	%	$	219.8	$	215.3	4.5	%	6.7	%

•Americas, Asia-Pacific and EMEA customers represented 51.8%, 19.8% and 28.4%, respectively, of total net revenue for the quarter.

•The Company held $903.1 million in total cash and investments, which also includes marketable equity investments, and used $(0.3) million of cash from operations for the quarter.

•The Company adjusted its current and historical Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and reportable segment information to reflect the spin-off of the Lumentum business (formerly the Company’s communications and commercial optical products business segment and WaveReady product line) on August 1, 2015. The Lumentum business’ adjusted results are reflected as discontinued operations for the periods reported in the Company’s GAAP Condensed Consolidated Statement of Operations, Condensed Consolidated Balance Sheet and reportable segment information.

Business Outlook for the Fiscal Second Quarter of Fiscal 2016

For the fiscal second quarter of 2016 ending January 2, 2016, the Company expects non-GAAP net revenue to be $212 million to $228 million and non-GAAP earnings per share to be $0.06 to $0.08.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on November 2, 2015 in a live webcast, which will also be archived for replay on the Company’s website at www.viavisolutions.com/investors.  The Company will post supplementary slides outlining the Company’s latest financial results on www.viavisolutions.com/investors under the “Quarterly Results” section concurrently with this earnings press release. This press release and the supplementary slides are being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

About Viavi Solutions

Viavi (NASDAQ: VIAV) software and hardware platforms and instruments deliver end-to-end visibility across physical, virtual and hybrid networks. Precise intelligence and actionable insight from across the network ecosystem optimizes the service experience to enable customers to increase profitability and make quicker transitions to next-generation technologies. Viavi is also a leader in anti-counterfeiting solutions for currency authentication and high-value optical components and instruments for diverse government and commercial applications. Learn more at www.viavisolutions.com and follow us on Viavi Perspectives, LinkedIn, Twitter, YouTube and Facebook.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability, cash flow and other financial metrics, as well as the impact and duration of certain trends and market conditions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company’s ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our customer base; (d) customer purchasing delays as they assess or transition to new technologies and/or new architectures, which limit near-term demand visibility, and could negatively impact potential revenue; (e) continued decline of average selling prices across our businesses; (f) notable seasonality and a significant level of in-quarter book-and-ship business; (g) various product and manufacturing transfers, site consolidations and product discontinuances that have caused and may cause short-term disruptions; (h) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; and (i) inherent

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uncertainty related to global markets and the effect of such markets on demand for our products. Additionally, risks related to the recent separation include the ability to retain key employees, the ability to recognize anticipated cost savings, Viavi’s ability to function successfully as a stand-alone entity, potential business disruption caused by the separation, and customer retention and financing risks. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the “Risk Factors” section included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2015 filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.

Contact Information

Investors and Press:

Bill Ong

408-404-4512

bill.ong@viavisolutions.com

The following financial tables are presented in accordance with GAAP, unless otherwise specified.

-SELECTED PRELIMINARY FINANCIAL DATA -

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VIAVI SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

PRELIMINARY

	Three Months Ended
	October 3, 2015			September 27, 2014
Net revenue	$	229.7		$	215.3
Cost of revenues	84.9			78.3
Amortization of acquired technologies	4.3			8.1
Gross profit	140.5			128.9
Operating expenses:
Research and development	44.3			41.6
Selling, general and administrative	94.9			93.6
Amortization of other intangibles	3.8			5.0
Restructuring and related charges	0.4			1.1
Total operating expenses	143.4			141.3
Loss from operations	(2.9		)	(12.4		)
Interest and other income (expense), net	(1.1		)	0.6
Interest expense	(8.8		)	(8.2		)
Loss from continuing operations before taxes	(12.8		)	(20.0		)
Provision for income taxes	0.8			5.8
Loss from continuing operations, net of taxes	$	(13.6	)	$	(25.8	)
(Loss) income from discontinued operations, net of taxes	(53.4		)	16.1
Net loss	$	(67.0	)	$	(9.7	)
Net (loss) income per share - basic and diluted:
Continuing operations	$	(0.06	)	$	(0.11	)
Discontinued operations	(0.22		)	0.07
Net loss	$	(0.28	)	$	(0.04	)
Shares used in per share calculation - basic and diluted	236.0			230.8

The preliminary financial statements are estimated based on our current information.

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VIAVI SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, unaudited)

PRELIMINARY

	October 3, 2015		June 27, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	350.0	$	334.5
Short-term investments	541.9		464.9
Restricted cash	11.2		26.2
Accounts receivable, net	157.2		152.3
Inventories, net	58.1		53.8
Prepayments and other current assets	48.5		38.2
Current assets of discontinued operations	—		310.2
Total current assets	1,166.9		1,380.1
Property, plant and equipment, net	142.0		149.2
Goodwill	247.1		255.5
Intangibles, net	85.6		90.6
Deferred income taxes	109.5		117.3
Other non-current assets	19.8		20.9
Non-current assets of discontinued operations	—		204.2
Total assets	$	1,770.9	$	2,217.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46.0	$	42.0
Accrued payroll and related expenses	51.2		52.6
Income taxes payable	27.5		3.1
Deferred revenue	80.5		80.6
Accrued expenses	38.0		23.7
Other current liabilities	39.7		43.5
Current liabilities of discontinued operations	—		130.0
Total current liabilities	282.9		375.5
Long-term debt	568.2		561.6
Other non-current liabilities	173.5		168.4
Non-current liabilities of discontinued operations	—		10.9
Total stockholders’ equity	746.3		1,101.4
Total liabilities and stockholders’ equity	$	1,770.9	$	2,217.8

The preliminary financial statements are estimated based on our current information.

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VIAVI SOLUTIONS INC.

REPORTABLE SEGMENT INFORMATION

(in millions, unaudited)

PRELIMINARY

	Three Months Ended October 3, 2015
	Network and Service Enablement
	Network Enablement			Service Enablement			Network and Service Enablement			Optical Security and Performance Products			Total Segment Measures			Corporate Reconciling Items			Consolidated GAAP Measures
Net revenue	$	117.6		$	47.9		$	165.5		$	64.2		$	229.7		$	—		$	229.7
Gross profit	75.7			33.4			109.1			37.0			146.1			(5.6		)	140.5
Gross margin	64.4		%	69.7		%	65.9		%	57.6		%	63.6		%				61.2		%
Operating income (loss)							2.4			26.3			28.7			(31.6		)	(2.9		)
Operating margin							1.5		%	41.0		%	12.5		%				(1.3		)%

	Three Months Ended September 27, 2014
	Network and Service Enablement
	Network Enablement			Service Enablement			Network and Service Enablement			Optical Security and Performance Products			Total Segment Measures			Corporate Reconciling Items			Consolidated GAAP Measures
Net revenue	$	121.5		$	50.5		$	172.0		$	43.3		$	215.3		$	—		$	215.3
Gross profit	80.2			35.0			115.2			23.1			138.3			(9.4		)	128.9
Gross margin	66.0		%	69.3		%	67.0		%	53.3		%	64.2		%				59.9		%
Operating income (loss)							(1.3		)	14.3			13.0			(25.4		)	(12.4		)
Operating margin							(0.8		)%	33.0		%	6.0		%				(5.8		)%

	Three Months Ended
	October 3, 2015			September 27, 2014
Corporate reconciling items impacting gross profit:
Total segment gross profit	$	146.1		$	138.3
Stock-based compensation	(1.2		)	(1.0		)
Amortization of intangibles	(4.3		)	(8.1		)
Other charges related to non-recurring activities	(0.1		)	(0.3		)
GAAP gross profit	$	140.5		128.9
Corporate reconciling items impacting operating (loss) income:
Total segment operating income	$	28.7		$	13.0
Stock-based compensation	(16.0		)	(10.5		)
Amortization of intangibles	(8.1		)	(13.1		)
Other charges related to non-recurring activities (1)	(7.1		)	(0.7		)
Restructuring and related charges	(0.4		)	(1.1		)
GAAP operating loss from continuing operations	$	(2.9	)	$	(12.4	)

(1) During the three months endedOctober 3, 2015, other charges related to non-recurring activities primarily consisted of a) incremental expenses impacting our continuing operations of $3.2 million related to post-separation activities such as site consolidations, reorganizations, insourcing or outsourcing of activities and b) $3.5 million of non-recurring incremental severance and related costs upon the exit of a key executive.

The preliminary financial schedules are estimated based on our current information.

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Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP net revenue, non-GAAP gross margin, non-GAAP operating income, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA financial measures as supplemental information regarding the Company’s operational performance. The Company uses the measures disclosed in this release to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which the Company believes represent its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to amortization of acquisition-related intangibles, stock-based compensation, restructuring, separation costs, and certain investing expenses and non-cash activities that management believes are not reflective of such ordinary, ongoing and customary course activities. Additionally, the Company excludes the results of discontinued operations in calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA for all periods reported. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company’s core operational performance as the Company is no longer active in its discontinued operations.

The Company believes providing this additional information allows investors to see Company results through the eyes of management. The Company further believes that providing this information allows investors to better understand the Company’s financial performance and, importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.

The non-GAAP adjustments described in this release have historically been excluded by the Company from its non-GAAP financial measures. The non-GAAP adjustments, and the basis for excluding them, are outlined below.

Cost of revenues, costs of research and development and costs of selling, general and administrative: The Company’s GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, equipment and intangibles that have been identified for disposal but remained in use until the date of disposal, (ii) workforce related charges such as severance, retention bonuses and employee relocation costs related to formal restructuring plans (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, (v) other non-recurring charges comprising mainly of one-time acquisition, integration, litigation and other costs and contingencies unrelated to current and future operations, including post-separation activities such as small site consolidations, reorganizations, insourcing or outsourcing of activities and severance related costs related to the exit of key executives, (vi) product-line termination costs such as the write-off of inventory no longer being sold, and (vii) impairment charges resulting from a write-down or write-off of the carrying value of intangible assets assessed in accordance with authoritative guidance. The Company excludes these items in calculating non-GAAP gross margin, non-GAAP operating income, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company’s core operational performance.

Amortization of intangibles: The Company includes amortization expense related to intangibles in its GAAP presentation of cost of revenues and operating expense. The Company excludes these significant non-cash items in calculating non-GAAP gross margin, non-GAAP operating income, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, because it believes doing so provides investors a clearer and more consistent view of the Company’s core operating performance in terms of cost of revenues and operating expenses.

Other income (loss), net and non-cash interest expense: The Company incurred non-cash interest expense accretion of the debt discount on its convertible debt instruments and a one-time write-off of unamortized issuance cost related to its revolving credit facility upon termination of the facility. The Company has sold investments or adjusted the value of investments from time to time based on market conditions, and includes the impact of these activities in its GAAP presentation of other income (expense), net. The Company eliminates these items in calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, because it believes that in so doing, it can provide investors a clearer and more consistent view of the Company’s core operating performance.

Income tax expense or benefit: The Company excludes non-cash tax expense related to the utilization of net operating losses where valuation allowances were released, non-cash income tax, intra-period tax allocation benefit and other significant one-time events, such as the spin-off of Lumentum. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company’s core operational performance.

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Interest, taxes, depreciation, amortization and other adjustments: The Company’s EBITDA calculation primarily excludes interest, taxes, depreciation and amortization, and other items that are not part of its core operating performance described above. The Company’s adjusted EBITDA excludes items in addition to the items excluded from the EBITDA calculation such as stock-based compensation and restructuring and related charges (benefits), and other charges related to non-recurring activities that are not part of its core operating performance described above. Management believes adjusted EBITDA is a good indicator of the Company’s core operational cash flow.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP net income (loss) is net income (loss). The GAAP measure most directly comparable to non-GAAP net income (loss) per share is net income (loss) per share. The Company believes these GAAP measures alone are not indicative of its core operating expenses and performance.

8

VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS TO NON-GAAP MEASURES

(in millions, except per share data)

(unaudited)

PRELIMINARY

The following tables reconcile GAAP measures from continuing operations to non-GAAP measures:

	Three Months Ended
	October 3, 2015						September 27, 2014
	Net income (loss)			Diluted EPS			Net income (loss)			Diluted EPS
GAAP measures from continuing operations	$	(13.6	)	$	(0.06	)	$	(25.8	)	$	(0.11	)
Items reconciling GAAP net loss and EPS from continuing operations to non-GAAP net income and EPS:
Related to cost of revenues:
Stock-based compensation	1.2			0.01			1.0			—
Other charges related to non-recurring activities	0.1			—			0.3			—
Amortization of acquired technologies	4.3			0.02			8.1			0.03
Total related to gross profit	5.6			0.02			9.4			0.04
Related to operating expenses:
Research and development:
Stock-based compensation	2.8			0.01			1.9			0.01
Other charges related to non-recurring activities (1)	1.3			0.01			—			—
Selling, general and administrative:
Stock-based compensation	12.0			0.05			7.6			0.03
Other charges related to non-recurring activities (1)	5.7			0.02			0.4			—
Amortization of other intangibles	3.8			0.02			5.0			0.02
Restructuring and related charges	0.4			—			1.1			—
Total related to operating expenses	26.0			0.11			16.0			0.07
Non-cash interest expense and other income (expense), net	6.5			0.03			6.3			0.03
Income taxes	(4.9		)	(0.02		)	1.5			0.01
Total related to net income and EPS	33.2			0.14			33.2			0.14
Non-GAAP measures from continuing operations	$	19.6		$	0.08		$	7.4		$	0.03
Shares used in per share calculation for Non-GAAP EPS				238.7						233.3
Note: Certain totals may not add due to rounding

(1) During the three months endedOctober 3, 2015, other charges related to non-recurring activities primarily consisted of a) incremental expenses impacting our continuing operations of $3.2 million related to post-separation activities such as site consolidations, reorganizations, insourcing or outsourcing of activities and b) $3.5 million of non-recurring incremental severance and related costs upon the exit of a key executive.

The preliminary financial schedules are estimated based on our current information.

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VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP NET LOSS FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA

(in millions, unaudited)

PRELIMINARY

	Three Months Ended
	October 3, 2015			September 27, 2014
GAAP net loss from continuing operations	$	(13.6	)	$	(25.8	)
Interest and other income (expense), net	1.1			(0.6		)
Interest expense	8.8			8.2
Income taxes	0.8			5.8
Depreciation	9.3			9.2
Amortization	8.1			13.1
EBITDA from continuing operations	14.5			9.9
Costs related to restructuring and related charges	0.4			1.1
Costs related to stock-based compensation	16.0			10.5
Costs related to other non-recurring activities (1)	7.1			0.7
Adjusted EBITDA from continuing operations	$	38.0		$	22.2

(1) During the three months endedOctober 3, 2015, other charges related to non-recurring activities primarily consisted of a) incremental expenses impacting our continuing operations of $3.2 million related to post-separation activities such as site consolidations, reorganizations, insourcing or outsourcing of activities and b) $3.5 million of non-recurring incremental severance and related costs upon the exit of a key executive.

The preliminary financial schedules are estimated based on our current information.

10

EX-99.2

Fiscal 1Q 2016 Earnings Call Supplementary Slides November 2, 2015

2© 2015 Viavi Solutions Inc. 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 forward-looking statements include, among other things, financial guidance. Please refer to the Company’s filings with the Securities and Exchange Commission, including the our annual report on Form 10-K filed August 25, 2015 for additional factors that could cause actual results to materially differ from current expectations. The forward-looking statements included in this presentation are valid only as of today’s date except where otherwise noted. Viavi Solutions Inc. undertakes no obligation to update these statements. This presentation and the Q&A that follows includes non-GAAP financial measures which complement the Company’s preliminary consolidated GAAP financial statements. These non-GAAP financial measures are not intended to supersede or replace the Company’s preliminary GAAP financials. We provide a detailed reconciliation of preliminary GAAP results to the non-GAAP results in the “Preliminary Reconciliation of GAAP Measures to Non-GAAP Measures” schedule in our earnings release issued today. The news release is located in the Investor Relations section of our web site at www.viavisolutions.com.

3© 2015 Viavi Solutions Inc. Fiscal 1Q 2016 Financial Highlights (Amounts non-GAAP and $millions) ▪ Completed separation of the Communications and Commercial Optical Products business segment ("CCOP") and WaveReady product line on August 1, 2015 with the spin-off of Lumentum and the renaming of JDSU to Viavi Solutions Inc. • CCOP and WaveReady product line were treated as discontinued operations. • Amounts presented in all slides below are on a continuing operations basis unless otherwise noted. ▪ Revenue: $229.7 million (exceeded $204-$220 million guidance range). • NSE and OSP exceeded revenue guidance. ▪ Gross margin: 63.6% (down 60 basis points Y/Y). • NE down 160 basis points Y/Y • SE up 40 basis points Y/Y. • OSP up 430 basis points Y/Y. ▪ Operating margin: 12.5% (exceeded 7.5%-10.5% guidance range). • Viavi up 650 basis points Y/Y. • NSE up 230 basis points Y/Y. • OSP up 800 basis points Y/Y. ▪ Positive operating cash flow of $7.7 million.

4© 2015 Viavi Solutions Inc. Income Statement (Amounts non-GAAP and $millions) F1Q 2016 F4Q 2015 F1Q 2015 Revenue $229.7 $219.8 $215.3 Gross Margin 63.6% 62.6% 64.2% Operating Expenses $117.4 $120.8 $125.3 Operating Margin 12.5% 7.7% 6.0% Net Income (Continuing Operations) $19.6 $10.4 $7.4 EPS (Continuing Operations) $0.08 $0.04 $0.03

5© 2015 Viavi Solutions Inc. Operating Performance Trends (Amounts non-GAAP and $millions) F1Q 2015 F2Q 2015 F3Q 2015 F4Q 2015 FY 2015 Revenue $215.3 $226.4 $212.4 $219.8 $873.9 Gross Margin 64.2% 63.5% 64.8% 62.6% 63.8% Operating Margin 6.0% 8.4% 8.9% 7.7% 7.8%

6© 2015 Viavi Solutions Inc. Revenue by Business Segment and Geographic Region (Amounts non-GAAP and $millions) F1Q 2016 F4Q 2015 F1Q 2015 Segment Mix NE $117.6 51.2% $132.2 60.1% $121.5 56.4% SE $47.9 20.9% $37.1 16.9% $50.5 23.5% OSP $64.2 27.9% $50.5 23.0% $43.3 20.1% Total $229.7 100.0% $219.8 100.0% $215.3 100.0% Region Mix Americas $119.0 51.8% $129.0 58.7% $118.6 55.0% Asia-Pacific $45.5 19.8% $39.2 17.8% $29.2 13.6% EMEA $65.2 28.4% $51.6 23.5% $67.5 31.4% Total $229.7 100.0% $219.8 100.0% $215.3 100.0%

7© 2015 Viavi Solutions Inc. Business Segment Results (Amounts non-GAAP and $millions) F1Q 2016 F4Q 2015 F1Q 2015 Revenue NE $117.6 $132.2 $121.5 SE $47.9 $37.1 $50.5 OSP $64.2 $50.5 $43.3 Total $229.7 $219.8 $215.3 Gross Margin NE 64.4% 65.0 % 66.0 % SE 69.7% 63.6 % 69.3 % OSP 57.6% 55.8 % 53.3 % Total 63.6% 62.6 % 64.2 % Operating Margin NSE 1.5% (1.5)% (0.8)% OSP 41.0% 38.4 % 33.0 % Total 12.5% 7.7 % 6.0 %

8© 2015 Viavi Solutions Inc. Fiscal 1Q 2016 NSE Business Highlights (Amounts non-GAAP and $millions) NE Segment Highlights ▪ Revenue at $117.6 million was down 3.2% Y/Y due to declines in wireline (i.e. cable) field instruments offset by growth in lab and wireless field instruments. ▪ Gross margin at 64.4% decreased 160 basis points Y/Y due to product mix. SE Segment Highlights ▪ Revenue at $47.9 million decreased 5.1% Y/Y due to decline in legacy assurance and wireless offset by growth in location intelligence and enterprise. ▪ Gross margin at 69.7% increased 40 basis points Y/Y due to product mix. ▪ NSE revenue at $165.5 million exceeded the guidance range ($145-$157 million); operating margin at 1.5% exceeded the guidance range of (6.0)-(2.0)%. ▪ Operating margin increased 230 basis points Y/Y due to operating leverage from higher than expected revenue.

9© 2015 Viavi Solutions Inc. Fiscal 1Q 2016 Segment Highlights - OSP (Amounts non-GAAP and $millions) ▪ Revenue at $64.2 million exceeded the guidance range ($59-$63 million); operating margin at 41.0% was at the high-end of the guidance range (39.0%-41.0%). ▪ Revenue up 48.3% Y/Y on higher anti-counterfeiting revenue driven by increased bank- note printing volume and uptick in the government business. ▪ Gross margin at 57.6% increased 430 basis points Y/Y due to favorable product mix with higher anti-counterfeiting revenue. ▪ Operating margin increased 800 basis points Y/Y due to higher gross margin drop- through on higher revenue.

10© 2015 Viavi Solutions Inc. F2Q 2016 Guidance We expect second quarter revenue to be $212 million to $228 million, non-GAAP operating margin to be 9.5% to 11.5% and non-GAAP EPS to be $0.06 to $0.08. ▪ Business segment revenue guidance: • For NSE we expect revenue to be $157 million to $169 million. • For OSP, we expect revenue to be $55 million to $59 million. ▪ Business segment operating margin guidance: • For NSE, we expect operating margin to be 1.0% to 3.0% • For OSP, we expect operating margin to be 34.5% to 36.5%. ▪ Expect share count for EPS calculation to be 237.7 million shares. ▪ Expect ordinary course capital expenditures to be 4% to 5% of revenues. Fiscal 2Q 2016 Guidance (Amounts non-GAAP)

11© 2015 Viavi Solutions Inc. Upcoming Investor Events Nov 17, 2015 Viavi 2015 Annual Shareholders Meeting Milpitas, CA Nov 18, 2015 UBS Global Technology Conference San Francisco, CA Dec 10, 2015 William Blair Optical Bus Tour Milpitas, CA

12 Appendix

13© 2015 Viavi Solutions Inc. GAAP Income Statement Unaudited 1Q15F 4Q15F 1Q16F GAAP Income Statement Sep-14 Jun-15 Sep-15 ($ in millions, except per share amounts) Net revenue $ 215.3 $ 219.8 $ 229.7 Cost of revenues 78.3 83.1 84.9 Amortization of acquired technologies 8.1 5.6 4.3 Total cost of revenues 86.4 88.7 89.2 Gross profit 128.9 131.1 140.5 Operating expenses: Research and development 41.6 45.4 44.3 Selling, general and administrative 93.6 90.8 94.7 Amortization of other intangibles 5.0 4.8 3.8 Loss (gain) on disposal of long-lived assets — 0.3 0.2 Restructuring and related charges 1.1 8.8 0.4 Total operating expenses 141.3 150.1 143.4 Income (loss) from operations (12.4) (19.0) (2.9) Interest and other income (expense), net 0.6 2.5 (1.1) Interest expense (8.2) (8.6) (8.8) Income (loss) before income taxes (20.0) (25.1) (12.8) Income tax expense (benefit) 5.8 7.0 0.8 Income (loss) from continuing operations, net of tax $ (25.8) $ (32.1) $ (13.6) Income (loss) from discontinued operations, net of tax 16.1 (8.0) (53.4) Net income (loss) $ (9.7) $ (40.1) $ (67.0) Basic and Diluted net income (loss) per share from: Continuing operations $ (0.11) $ (0.14) $ (0.06) Discontinued operations 0.07 (0.03) (0.22) Net income (loss) $ (0.04) $ (0.17) $ (0.28) Shares used in per-share calculation (basic and diluted) 230.8 234.6 236.0 Unaudited 1Q15F 4Q15F 1Q16F % Total GAAP Revenue Sep-14 Jun-15 Sep-15 Gross margin 59.9% 59.6% 61.2% Research and development 19.3% 20.7% 19.3% Selling, general and administrative 43.5% 41.4% 41.3% Total operating expenses 65.6% 68.3% 62.4% Operating margin (5.8)% (8.6)% (1.3)%

14© 2015 Viavi Solutions Inc. Non-GAAP Income Statement Unaudited 1Q15F 4Q15F 1Q16F Non-GAAP Income Statement Sep-14 Jun-15 Sep-15 ($ in millions, except per share amounts) Net revenue $ 215.3 $ 219.8 $ 229.7 Cost of revenues 77.0 82.1 83.6 Gross profit 138.3 137.7 146.1 Operating expenses: Research and development 39.7 41.5 40.2 Selling, general and administrative 85.6 79.3 77.2 Total operating expenses 125.3 120.8 117.4 Income from operations 13.0 16.9 28.7 Interest and other income (expense), net (1.3) (1.8) (3.4) Income (loss) before income taxes 11.7 15.1 25.3 Income tax expense (benefit) 4.3 4.7 5.7 Net income (loss) $ 7.4 $ 10.4 $ 19.6 Earnings (loss) per share, basic $ 0.03 $ 0.04 $ 0.08 Earnings (loss) per share, diluted $ 0.03 $ 0.04 $ 0.08 Shares used in per-share calculation (basic) 230.8 234.6 236.0 Shares used in per-share calculation (diluted) 233.3 237.5 238.7 Unaudited 1Q15F 4Q15F 1Q16F % Total Non-GAAP Revenue Sep-14 Jun-15 Sep-15 Gross margin 64.2% 62.6% 63.6% Research and development 18.4% 18.9% 17.5% Selling, general and administrative 39.8% 36.1% 33.6% Total operating expenses 58.2% 55.0% 51.1% Operating margin 6.0% 7.7% 12.5% Unaudited 1Q15F 4Q15F 1Q16F Net Income GAAP to Non-GAAP Reconciliation Sep-14 Jun-15 Sep-15 GAAP net income (loss) $ (9.7) $ (40.1) $ (67.0) Stock-based compensation 10.5 11.7 16.0 Amortization of intangibles 13.1 10.4 8.1 Loss (gain) on disposal of long-lived assets — 0.3 0.2 Restructuring and related charges 1.1 8.8 0.4 Other charges related to non-recurring activities 0.7 4.7 6.9 Interest and other income — (2.2) — Non-cash interest expense 6.3 6.5 6.5 Gain, loss or impairment of investments — — — Discontinued operations, net of tax (16.1) 8.0 53.4 Income taxes 1.5 2.3 (4.9) Non-GAAP net income $ 7.4 $ 10.4 $ 19.6

15© 2015 Viavi Solutions Inc. Selected Financial Data Trends Unaudited 1Q15F 2Q15F 3Q15F 4Q15F 1Q16F GAAP Selected Financial Data From Continuing Operations Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Net revenue $ 215.3 $ 226.4 $ 212.4 $ 219.8 $ 229.7 Cost of revenues 78.3 84.1 76.4 83.1 84.9 Amortization of acquired technologies 8.1 9.2 9.0 5.6 4.3 Total cost of revenues 86.4 93.3 85.4 88.7 89.2 Gross profit 128.9 133.1 127.0 131.1 140.5 Operating expenses: Research and development 41.6 44.2 42.1 45.4 44.3 Selling, general and administrative 93.6 96.1 95.1 90.8 94.7 Amortization of other intangibles 5.0 4.9 4.8 4.8 3.8 Loss (gain) on disposal of long-lived assets — — 0.4 0.3 0.2 Restructuring and related charges 1.1 9.1 7.8 8.8 0.4 Total operating expenses 141.3 154.3 150.2 150.1 143.4 Income (loss) from operations $ (12.4) $ (21.2) $ (23.2) $ (19.0) $ (2.9) Unaudited 1Q15F 2Q15F 3Q15F 4Q15F 1Q16F Non-GAAP Selected Financial Data From Continuing Operations Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Net revenue $ 215.3 $ 226.4 $ 212.4 $ 219.8 $ 229.7 Cost of revenues 77.0 82.7 74.8 82.1 83.6 Gross profit 138.3 143.7 137.6 137.7 146.1 Operating expenses: Research and development 39.7 40.3 39.9 41.5 40.2 Selling, general and administrative 85.6 84.3 78.9 79.3 77.2 Total operating expenses 125.3 124.6 118.8 120.8 117.4 Operating income (loss) $ 13.0 $ 19.1 $ 18.8 $ 16.9 $ 28.7 Unaudited 1Q15F 2Q15F 3Q15F 4Q15F 1Q16F Income (Loss) From Operations GAAP to Non-GAAP Reconciliation Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 GAAP loss from operations $ (12.4) $ (21.2) $ (23.2) $ (19.0) $ (2.9) Stock-based compensation 10.5 10.5 14.8 11.7 16.0 Amortization of intangibles 13.1 14.1 13.8 10.4 8.1 Loss (gain) on disposal of long-lived assets — — 0.4 0.3 0.2 Restructuring and related charges 1.1 9.1 7.8 8.8 0.4 Other charges related to non-recurring activities 0.7 6.6 5.2 4.7 6.9 Non-GAAP income from operations $ 13.0 $ 19.1 $ 18.8 $ 16.9 $ 28.7

16© 2015 Viavi Solutions Inc. Financial Information by Segment and Geography Unaudited 1Q15F 2Q15F 3Q15F 4Q15F 1Q16F Segment Results ($ in millions) Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Net revenue: Network Enablement $ 121.5 $ 129.0 $ 124.1 $ 132.2 $ 117.6 Service Enablement 50.5 46.8 39.9 37.1 47.9 Network and Service Enablement 172.0 175.8 164.0 169.3 165.5 Optical Securities and Performance Products 43.3 50.6 48.4 50.5 64.2 Net revenue $ 215.3 $ 226.4 $ 212.4 $ 219.8 $ 229.7 Gross profit (loss) Network Enablement $ 80.2 $ 84.6 $ 83.2 $ 85.9 $ 75.7 Service Enablement 35.0 32.4 28.2 23.6 33.4 Network and Service Enablement 115.2 117.0 111.4 109.5 109.1 Optical Securities and Performance Products 23.1 26.7 26.2 28.2 37.0 Total segment gross profit (loss) $ 138.3 $ 143.7 $ 137.6 $ 137.7 $ 146.1 Operating income (loss) Network and Service Enablement $ (1.3) $ 2.0 $ 1.6 $ (2.5) $ 2.4 Optical Securities and Performance Products 14.3 17.1 17.2 19.4 26.3 Total segment operating income (loss) $ 13.0 $ 19.1 $ 18.8 $ 16.9 $ 28.7 Corporate reconciling items impacting operating (loss) income: Stock-based compensation $ 10.5 $ 10.5 $ 14.8 $ 11.7 $ 16.0 Amortization of intangibles 13.1 14.1 13.8 10.4 8.1 (Loss) gain on disposal and impairment of long-lived assets — — 0.4 0.3 0.2 Restructuring and related charges 1.1 9.1 7.8 8.8 0.4 Other charges related to non-recurring activities 0.7 6.6 5.2 4.7 6.9 GAAP Income (loss) from operations $ (12.4) $ (21.2) $ (23.2) $ (19.0) $ (2.9) Unaudited 1Q15F 2Q15F 3Q15F 4Q15F 1Q16F Non-GAAP Revenue by Segment (%) Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Network Enablement 56.4% 57.0% 58.4% 60.1% 51.2% Service Enablement 23.5% 20.7% 18.8% 16.9% 20.9% Optical Securities and Performance Products 20.1% 22.3% 22.8% 23.0% 27.9% Unaudited 1Q15F 2Q15F 3Q15F 4Q15F 1Q16F Non-GAAP Revenue by Region ($ in millions) Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Americas $ 118.6 $ 116.9 $ 121.0 $ 129.0 $ 119.0 Americas % 55.0% 51.6% 56.9% 58.7% 51.8% EMEA $ 67.5 $ 67.0 $ 59.4 $ 51.6 $ 65.2 EMEA % 31.4% 29.6% 28.0% 23.5% 28.4% Asia-Pacific $ 29.2 $ 42.5 $ 32.0 $ 39.2 $ 45.5 Asia-Pacific % 13.6% 18.8% 15.1% 17.8% 19.8%

17© 2015 Viavi Solutions Inc. Balance Sheet Unaudited 4Q15F 1Q16F Balance Sheet (in millions) Jun-15 Sep-15 ASSETS Current assets: Cash and cash equivalents $ 334.5 $ 350.0 Short-term investments 464.9 541.9 Restricted cash 26.2 11.2 Accounts receivable, net 152.3 157.2 Inventories, net 53.8 58.1 Prepayments and other current assets 38.2 48.5 Current assets of discontinued operations 310.2 — Total current assets 1,380.1 1,166.9 Property, plant and equipment, net 149.2 142.0 Deferred income taxes 117.3 109.5 Goodwill 255.5 247.1 Intangibles, net 90.6 85.6 Other non-current assets 20.9 19.8 Non-current assets of discontinued operations 204.2 — Total assets $ 2,217.8 $ 1,770.9 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 42.0 $ 46.0 Accrued payroll and related expenses 52.6 51.2 Income taxes payable 3.1 27.5 Deferred revenue 80.6 80.5 Accrued expenses 23.7 38.0 Other current liabilities 43.5 39.7 Current liabilities of discontinued operations 130.0 — Total current liabilities 375.5 282.9 Long-term debt 561.6 568.2 Other non-current liabilities 168.4 173.5 Non-current liabilities of discontinued operations 10.9 — Total stockholders’ equity 1,101.4 746.3 Total liabilities and stockholders’ equity $ 2,217.8 $ 1,770.9