8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 4, 2021

VIAVI SOLUTIONS INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-22874	94-2579683
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

7047 E Greenway Pkwy Suite 250	Scottsdale,	Arizona	85254
(Address of principal executive offices and Zip Code)

 (408) 404-3600

(Registrant’s telephone number, including area code) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of the exchange on which registered
Common Stock, par value of $0.001 per share	VIAV	The Nasdaq Stock Market LLC

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: 

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2021, Viavi Solutions Inc. (the “Company”) reported its preliminary results for its fiscal first quarter ended October 2, 2021. A copy of the Company’s press release is furnished herewith and attached hereto as Exhibit 99.1. 

The information in this Current Report on Form 8-K, including Exhibit 99.1, 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 First Quarter 2022 Results” dated November 4, 2021.
104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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/ HENK DERKSEN
	Name:	Henk Derksen
	Title:	Executive Vice President and Chief Accounting Officer
		(Duly Authorized Officer and Principal Financial and Accounting Officer)
November 4, 2021

EX-99.1

Exhibit 99.1

VIAVI ANNOUNCES FIRST QUARTER FISCAL 2022 RESULTS

First Quarter

•Net revenue of $326.8 million, up $42.1 million or 14.8% year-over-year

•GAAP operating margin of 14.4%, up 340 bps year-over-year

•Non-GAAP operating margin of 22.7%, up 140 bps year-over-year

•GAAP EPS of $(0.24), down $0.32 or (400.0)% year-over-year

•Non-GAAP EPS of $0.24, up $0.03 or 14.3% year-over-year

Scottsdale, Arizona, November 4, 2021 — VIAVI (NASDAQ: VIAV) today reported results for its first fiscal quarter ended October 2, 2021.

First quarter of fiscal 2022 net revenue was $326.8 million. GAAP net loss was $(54.8) million, or $(0.24) per share. Non-GAAP net income was $58.2 million, or $0.24 per share.

Fourth quarter of fiscal 2021 net revenue was $310.9 million. GAAP net income was $3.3 million or $0.01 per share. Non-GAAP net income was $52.5 million, or $0.22 per share.

First quarter of fiscal 2021 net revenue was $284.7 million. GAAP net income was $19.7 million, or $0.08 per share. Non-GAAP net income was $48.3 million, or $0.21 per share.

“In Q1, VIAVI delivered strong results despite supply chain challenges, achieving record revenue and non-GAAP profitability. End market strength came from Fiber, Wireless and Cable products in NSE and robust demand for Anti-Counterfeiting and 3D Sensing products in OSP,” said Oleg Khaykin, VIAVI’s President and Chief Executive Officer. “As we look ahead, we expect the strong momentum in NSE to carry over into 2022.”

Khaykin added, “In Q1, we also completed a $400 million high yield 2029 note offering at an attractive rate of 3.75% interest and retired about 40% of the convertible notes. This allows us to optimize our capital structure to provide financial flexibility to execute on our growth objectives namely, Wireless, Fiber, 3D Sensing and potential inorganic synergistic assets.”

Financial Overview:

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

1

First Quarter Ended October 2, 2021

	GAAP Results
	Q1			Q4			Q1			Change
	FY 2022			FY 2021			FY 2021			Q/Q		Y/Y
Net revenue	$	326.8		$	310.9		$	284.7		5.1	%	14.8	%
Gross margin	59.7		%	58.8		%	59.5		%	90 bps		20 bps
Operating margin	14.4		%	10.5		%	11.0		%	390 bps		340 bps
Income from operations	46.9			32.7			31.3			43.4	%	49.8	%
Net income (loss) per share	(0.24)			0.01			0.08			(2,500.0)	%	(400.0)	%

	Non-GAAP Results
	Q1		Q4		Q1		Change
	FY 2022		FY 2021		FY 2021		Q/Q		Y/Y
Non-GAAP gross margin	62.6	%	62.0	%	62.8	%	60 bps		(20) bps
Non-GAAP operating margin	22.7	%	20.8	%	21.3	%	190 bps		140 bps
Non-GAAP income from operations	74.3		64.7		60.6		14.8	%	22.6	%
Non-GAAP net earnings per share	0.24		0.22		0.21		9.1	%	14.3	%

	Net Revenue by Segment
	Q1		% of Net		Q4		Q1		Change
	FY 2022		revenue		FY 2021		FY 2021		Q/Q		Y/Y
Network Enablement	$	204.9	62.7	%	$	212.7	$	162.1	(3.7)	%	26.4	%
Service Enablement	23.0		7.0	%	23.8		21.4		(3.4)	%	7.5	%
Optical Security and Performance Products	98.9		30.3	%	74.4		101.2		32.9	%	(2.3)	%
Total	$	326.8	100.0	%	$	310.9	$	284.7	5.1	%	14.8	%

•Americas, Asia-Pacific and EMEA customers represented 37.2%, 38.6% and 24.2%, respectively, of total net revenue for the quarter ended October 2, 2021.

•As of October 2, 2021, the Company held $921.7 million in total cash, short-term restricted cash and short-term investments.

•As of October 2, 2021, the Company had $278.8 million aggregate principal amount of 1.00% Senior Convertible Notes, $131.2 million aggregate principal amount of 1.75% Senior Convertible Notes and $400 million aggregate principal amount of 3.75% Senior Notes with a total net carrying value of $800.7 million classified as long-term debt.

•During the fiscal quarter ended October 2, 2021, the Company generated $53.4 million of cash from operations.

ASU 2020-06

On July 4, 2021, VIAVI adopted Accounting Standards Update 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments with characteristics of liability and equity. The Company adopted the standard under the full retrospective method, which requires the Company to restate each prior period presented in conformity with the new guidance. As a result of adopting the new standard, the permanent equity components of the Company’s 1.00% and 1.75% Senior Convertible Notes were reclassified to long-term liability on the Condensed Balance Sheet as of July 3, 2021. The temporary equity related to the Company’s 1.00% Senior Convertible Notes was reclassified to short-term debt on the Condensed Balance Sheet as of July 3, 2021. Additionally, the non-cash debt discount amortization is removed from Interest Expense on the Condensed Consolidated Statement of Operations for the three months ended July 3, 2021. The Condensed Balance Sheets and Condensed Consolidated Statements of Operations herein are presented as adjusted for the new standard.

Business Outlook for the Second Quarter of Fiscal 2022

For the second quarter of fiscal 2022 ending January 1, 2022, the Company expects net revenue to be between $296 million to $310 million and non-GAAP earnings per share to be between $0.18 to $0.20.

2

With respect to our expectations above, the Company has not reconciled non-GAAP net income per share to GAAP net income (loss) per share in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the “Use of Non-GAAP (Adjusted) Financial Measures” section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including certain charges related to restructuring, acquisition, integration and related charges. In addition, the Company believes such reconciliations would imply a degree of precision that may be confusing or misleading to investors.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on November 4, 2021 in a live webcast, which will also be archived for replay on the Company’s website at https://investor.viavisolutions.com.  The Company will post supplementary slides outlining the Company’s latest financial results on https://investor.viavisolutions.com under the “Quarterly Results” section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

3

About VIAVI Solutions

VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions for communications service providers, enterprises, network equipment manufacturers, government and avionics. We help these customers harness the power of instruments, automation, intelligence and virtualization to Command the network. VIAVI is also a leader in light management solutions for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive and defense applications. Learn more about VIAVI at https://www.viavisolutions.com. 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 expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and 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) unforeseen changes in the demand for current and new products, technologies, services, delays or unforeseen events in the roll-out of new industry platforms such as 5G or evolving technology such as 3D sensing and customer purchasing delays as they assess or transition to such new technologies and/or architectures, all of 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, product discontinuances and restructuring and workforce reduction plans; (h) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (i) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (j) potential disruptions or delays to our manufacturing and operations due to natural disasters such as the recent wildfires in Northern California and related blackouts and power outages in the region; (k) the uncertain and ongoing impact to our supply chain of tariffs, sanctions and other trade measures imposed by domestic and foreign governments and the possibility of escalation of “trade wars” and retaliatory measures between nations; (l) the impact of infectious disease outbreaks, epidemics, and pandemics including the ongoing effects of the COVID-19 global pandemic on our financial results, revenues, customer demand, business operations and manufacturing and on the business operations of our customers, contract manufacturers and suppliers; and (m) inherent uncertainty related to global markets, including recessions and tightening liquidity and the effect of such markets on demand for our products. 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 July 3, 2021 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:

Bill Ong

408-404-4512

bill.ong@viavisolutions.com

Press:

Amit Malhotra

202-341-8624

amit.malhotra@viavisolutions.com

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

-SELECTED PRELIMINARY FINANCIAL DATA -

4

VIAVI SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

PRELIMINARY

	Three Months Ended
	October 2, 2021		October 3, 2020
Net revenue	$	326.8	$	284.7
Cost of revenues	123.9		107.1
Amortization of acquired technologies	7.9		8.2
Gross profit	195.0		169.4
Operating expenses:
Research and development	53.6		48.8
Selling, general and administrative	91.8		81.4
Amortization of other intangibles	2.7		8.5
Restructuring and related benefits	—		(0.6)
Total operating expenses	148.1		138.1
Income from operations	46.9		31.3
Interest income and other income (expense), net	(84.5)		0.6
Interest expense	(3.6)		(3.6)
(Loss) income before taxes	(41.2)		28.3
Provision for income taxes	13.6		8.6
Net (loss) income	$	(54.8)	$	19.7
Net income (loss) per share:
Basic	$	(0.24)	$	0.09
Diluted	$	(0.24)	$	0.08
Shares used in per share calculations:
Basic	231.1		228.8
Diluted	231.1		231.8

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

5

VIAVI SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, unaudited)

PRELIMINARY

	October 2, 2021		July 3, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	915.6	$	697.8
Short-term investments	1.6		1.6
Restricted cash	4.5		4.3
Accounts receivable, net	243.1		256.5
Inventories, net	102.8		94.9
Prepayments and other current assets	65.0		57.0
Total current assets	1,332.6		1,112.1
Property, plant and equipment, net	203.1		196.0
Goodwill, net	393.9		396.5
Intangibles, net	78.2		88.0
Deferred income taxes	104.7		109.3
Other non-current assets	57.0		59.5
Total assets	$	2,169.5	$	1,961.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	66.9	$	63.2
Accrued payroll and related expenses	68.3		76.0
Deferred revenue	66.6		69.7
Accrued expenses	33.3		24.8
Current portion of long-term debt	—		456.6
Other current liabilities	57.4		57.1
Total current liabilities	292.5		747.4
Long-term debt	800.7		224.1
Other non-current liabilities	217.7		226.0
Total stockholders’ equity	858.6		763.9
Total liabilities and stockholders’ equity	$	2,169.5	$	1,961.4

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

6

VIAVI SOLUTIONS INC.

REPORTABLE SEGMENT INFORMATION

(in millions, unaudited)

PRELIMINARY

	Three Months Ended October 2, 2021
	Network and Service Enablement
	Network Enablement			Service Enablement			Network and Service Enablement			Optical Security and Performance Products			Other Items (1)		Consolidated GAAP Measures
Net revenue	$	204.9		$	23.0		$	227.9		$	98.9		$	—	$	326.8
Gross profit	132.7			14.7			147.4			57.1			(9.5)		195.0
Gross margin	64.8		%	63.9		%	64.7		%	57.7		%			59.7		%
Operating income							$	30.7		43.6			(27.4)		$	46.9
Operating margin							13.5		%	44.1		%			14.4		%

	Three Months Ended October 3, 2020
	Network and Service Enablement
	Network Enablement			Service Enablement			Network and Service Enablement			Optical Security and Performance Products			Other Items (1)		Consolidated GAAP Measures
Net revenue	$	162.1		$	21.4		$	183.5		$	101.2		$	—	$	284.7
Gross profit	103.5			14.3			117.8			61.0			(9.4)		169.4
Gross margin	63.8		%	66.8		%	64.2		%	60.3		%			59.5		%
Operating income							$	13.3		47.3			(29.3)		$	31.3
Operating margin							7.2		%	46.7		%			11.0		%

(1) Other items include charges unrelated to core operating performance primarily consisting of stock-based compensation, amortization of acquisition-related intangibles, restructuring and related charges, changes in fair value of contingent consideration liabilities and other charges unrelated to core operating performance.

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

7

Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP gross margin, non-GAAP operating margin, 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 certain purchase price accounting adjustments, amortization of acquisition-related intangibles and inventory step-up, stock-based compensation, restructuring, separation costs, changes in fair value of contingent consideration liabilities 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.

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 are 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) changes in fair value of contingent consideration liabilities and (vi) other charges unrelated to our core operating performance comprising mainly of acquisition related transaction costs, amortization of acquisition related inventory step-up, integration costs related to acquired entities, litigation and other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP gross margin, non-GAAP operating margin, 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 margin, 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.

Non-cash interest expense and other expense: The Company incurred a loss of $85.9M in connection with the repurchase of certain 1.00% and 1.75% Senior Convertible Notes which was recorded in interest income and other income (expense), net, in compliance with authoritative guidance. The Company eliminates this in calculating non-GAAP net income (loss), and 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 certain non-cash tax expense or benefit items, such as the utilization of net operating losses where valuation allowances were released, intra-period tax allocation benefit and the tax effect for amortization of non-tax deductible intangible assets, in calculating non-GAAP net income (loss) and non-GAAP net income (loss) per share. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company’s core operational performance.

8

Interest, taxes, depreciation, amortization and other adjustments: The Company’s EBITDA calculation primarily excludes interest income and other income (expense), interest expense, 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, restructuring and related charges (benefits), gain or loss on sale of available for-sale investments, changes in fair value of contingent consideration liabilities arising from prior acquisitions and other charges related to activities that are not part of its core operating performance described above. Management believes adjusted EBITDA is a helpful indicator of the Company’s core operational cash flow.

Non-GAAP financial measures are not in accordance with, preferable to, 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 fully indicative of its core operating expenses and performance and that providing non-GAAP financial measures in conjunction with GAAP measures provides valuable supplemental information regarding the Company’s overall performance.

9

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 to non-GAAP measures:

	Three Months Ended
	October 2, 2021				October 3, 2020
	Gross Profit		Gross Margin		Gross Profit		Gross Margin
GAAP measures	$	195.0	59.7	%	$	169.4	59.5	%
Stock-based compensation	1.6		0.5	%	1.2		0.4	%
Amortization of intangibles	7.9		2.4	%	8.2		2.9	%
Total related to Cost of Revenue	9.5		2.9	%	9.4		3.3	%
Non-GAAP measures	$	204.5	62.6	%	$	178.8	62.8	%

	Three Months Ended
	October 2, 2021				October 3, 2020
	Operating Income		Operating Margin		Operating Income		Operating Margin
GAAP measures	$	46.9	14.4	%	$	31.3	11.0	%
Stock-based compensation	13.6		4.1	%	12.5		4.4	%
Change in fair value of contingent liability	0.3		0.1	%	—		—	%
Other charges unrelated to core operating performance (1)	2.9		0.9	%	0.7		0.2	%
Amortization of intangibles	10.6		3.2	%	16.7		5.9	%
Restructuring and related benefits	—		—	%	(0.6)		(0.2)	%
Total related to Cost of Revenue and Operating Expenses	27.4		8.3	%	29.3		10.3	%
Non-GAAP measures	$	74.3	22.7	%	$	60.6	21.3	%

	Three Months Ended
	October 2, 2021				October 3, 2020
	Net Income (Loss)		Diluted EPS		Net Income		Diluted EPS
GAAP measures	$	(54.8)	$	(0.24)	$	19.7	$	0.08
Items reconciling GAAP net income and EPS to non-GAAP net income and EPS:
Stock-based compensation	13.6		0.06		12.5		0.05
Change in fair value of contingent liability	0.3		—		—		—
Other charges unrelated to core operating performance (1)	2.9		0.01		0.7		—
Amortization of intangibles	10.6		0.04		16.7		0.07
Restructuring and related charges (benefits)	—		—		(0.6)		—
Non-cash interest expense and other expense	85.9		0.35		—		—
Benefit from income taxes	(0.3)		—		(0.7)		—
Total related to net income and EPS	113.0		0.47		28.6		0.12
Non-GAAP measures	$	58.2	$	0.24	$	48.3	$	0.21
Shares used in per share calculation for Non-GAAP EPS			242.3				231.8

Note: Certain totals may not add due to rounding.

(1) Other items include charges unrelated to core operating performance primarily consisted of acquisition and integration related charges, transformational initiatives such as site consolidations, and reorganization, loss on sale of investments and loss on disposal of long-lived assets.

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

10

VIAVI SOLUTIONS INC.

RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS

TO ADJUSTED EBITDA

(in millions, unaudited)

PRELIMINARY

	Three Months Ended
	October 2, 2021		October 3, 2020
GAAP net (loss) income	$	(54.8)	$	19.7
Interest income and other income (expense), net	84.5		(0.6)
Interest expense	3.6		3.6
Provision for income taxes	13.6		8.6
Depreciation	8.9		8.8
Amortization	10.6		16.7
EBITDA	66.4		56.8
Costs related to restructuring and related benefits	—		(0.6)
Costs related to stock-based compensation	13.6		12.5
Change in fair value of contingent liability	0.3		—
Other charges unrelated to core operating performance (1)	2.9		0.7
Adjusted EBITDA	$	83.2	$	69.4

Note: Certain totals may not add due to rounding.

(1) Other items include charges unrelated to core operating performance primarily consisted of acquisition and integration related charges, transformational initiatives such as site consolidations, and reorganization, loss on sale of investments and loss on disposal of long-lived assets.

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

11

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Cover page Cover page	Nov. 04, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2021
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	VIAVI SOLUTIONS INC.
Entity File Number	000-22874
Entity Tax Identification Number	94-2579683
Entity Address, Address Line One	7047 E Greenway Pkwy Suite 250
Entity Address, City or Town	Scottsdale,
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
City Area Code	408
Local Phone Number	404-3600
Title of 12(b) Security	Common Stock, par value of $0.001 per share
Trading Symbol	VIAV
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000912093