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VIAVI SOLUTIONS INC.

For the period ended Sep 27, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2025 · Filed Oct 30, 2025

VIAV$28.47+8.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-29; filed 2025-05-02.

0000912093-25-000028

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-27; filed 2025-10-30.

0000912093-25-000153

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 174 previous paragraphs and 168 current paragraphs.

85 unchanged; 58 reworded; 23 added; 30 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (23)

Current report

During the first quarter of fiscal 2026, the NSE business grew year-over-year as a result of strong demand for lab and production and field products driven by the data center ecosystem as well as growth in aerospace and defense products. Our acquisition of Inertial Labs contributed $18.7 million of net revenue in the first quarter of fiscal 2026. OSP performance improved year-over-year primarily as a result of strength in Anti-Counterfeiting and Other products.

Current report

•Net revenue of $299.1 million, up $60.9 million or 25.6% year-over-year.

Current report

•GAAP net loss of $21.4 million, up $19.6 million or 1,088.9% year-over-year.

Current report

(2)The Company incurred a loss of $3.8 million for the three months ended September 27, 2025 in connection with the extinguishment of certain 1.625% Senior Convertible Notes.

Current report

Net revenue increased by $60.9 million, or 25.6%, during the three months ended September 27, 2025 compared to the same period a year ago. This increase was primarily from lab and production and field products driven by the data center ecosystem, as well as growth in our aerospace and defense products. Our acquisition of Inertial Labs contributed $18.7 million of net revenue in the first quarter of fiscal 2026. OSP performance improved year-over-year driven by Anti-Counterfeiting and Other products.

Current report

Product revenues increased by $59.9 million, or 30.3%, during the three months ended September 27, 2025 compared to the same period a year ago, driven by volume increases in NSE and OSP.

Current report

Service revenues increased by $1.0 million, or 2.5% during the three months ended September 27, 2025, compared to the same period a year ago, driven by a volume increase in NSE.

Current report

Gross margin decreased by 0.6 percentage points during the three months ended September 27, 2025 from 57.1% in the same period a year ago to 56.5% in the current period. The decrease was primarily driven by the increase in amortization of intangibles and amortization of acquisition related inventory step-up, partially offset by higher volume and favorable product mix.

Current report

During the three months ended September 27, 2025, the Company issued $100.9 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031 (2031 Notes) to certain holders of the 1.625% Senior Convertible Notes (2026 Notes) in exchange for $97.5 million principal amount of the 2026 Notes. This exchange transaction was accounted for as an extinguishment which resulted in the write-off of unamortized debt discount and issuance costs of $1.1 million on the extinguished notes. Accrued interest of $0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes. The total loss from the exchange was $3.8 million recorded as Loss on convertible note extinguishment in the Consolidated Statements of Operations.

Current report

Interest expense decreased by $0.1 million, or 1.3% during the three months ended September 27, 2025 compared to the same period a year ago. This change was primarily driven by a decrease in the accretion of debt discount on the 2026 Notes as a result of the debt extinguishment.

Current report

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA), which included a broad range of tax reform provisions, was signed into law in the United States. We have considered the provisions of OBBBA, which did not have a material impact on our tax provision this quarter.

Current report

OSP operating margin decreased by 2.5 percentage points during the three months ended September 27, 2025 to 37.1% from 39.6% in the same period a year ago primarily due to the aforementioned decrease in gross margin.

Current report

•Challenges in repatriating funds from certain foreign jurisdictions;

Current report

On August 20, 2025, the Company issued $100.9 million aggregate principal amount of the 2031 Notes in exchange for $97.5 million principal amount of the 2026 Notes and issued and sold $149.1 million aggregate principal amount of the 2031 Notes. The Company intends to use the proceeds to retire the remaining principal amount of the 2026 Notes upon maturity on March 15, 2026.

Current report

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

Current report

On October 16, 2025, we entered into a Term Loan Credit Agreement with Wells Fargo, as administrative agent, and certain lender-related parties. The Term Loan Credit Agreement provides for senior secured $600 million maturing on October 16, 2032. The proceeds from the Term Loan Credit Agreement were used to finance a portion of the acquisition of Spirent’s high-speed ethernet, network security and channel emulation testing business from Keysight Technologies, Inc., acquisition related expenses and will be used for general corporate purposes.

Current report

Refer to “Note 20. Subsequent Events” for more information.

Current report

For contingent purchase consideration, the fair value of such earn-out liabilities are generally determined using a Monte Carlo Simulation that includes significant unobservable inputs such as the projected revenues of the acquired business over the earn-out period. The fair value of contingent consideration liabilities is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.
Removed paragraphs (30)

Previous report

•Continue productivity improvements in Operations, Research and Development (R&D) and Selling, General and Administrative (SG&A).

Previous report

•Net revenue of $284.8 million, up $38.8 million or 15.8% year-over-year.

Previous report

•GAAP net income of $19.5 million, up $44.1 million or 179.3% year-over-year.

Previous report

Three and Nine Months Ended March 29, 2025 and March 30, 2024

Previous report

Net revenue increased by $45.4 million, or 6.1%, during the nine months ended March 29, 2025 compared to the same period a year ago. This increase reflects higher spend by NEMs, aerospace and defense customers and service providers, partially offset by lower wireless and 3D sensing revenues.

Previous report

Product revenues increased by $34.2 million, or 16.5%, during the three months ended March 29, 2025 compared to the same period a year ago, driven by revenue increases in our all segments.

Previous report

Product revenues increased by $40.9 million, or 6.6%, during the nine months ended March 29, 2025 compared to the same period a year ago, driven by a revenue increase in our NE segment, partially offset by revenue decreases in our SE and OSP segments.

Previous report

Service revenues increased by $4.6 million, or 11.9% during the three months ended March 29, 2025, compared to the same period a year ago driven by revenue increases in our NE and SE segments.

Previous report

Service revenues increased by $4.5 million, or 3.6% during the nine months ended March 29, 2025 compared to the same period a year ago, driven by a revenue increase in our NE segment, partially offset by a revenue decrease in our SE segment.

Previous report

Gross margin increased by 0.3 percentage points during the three months ended March 29, 2025 from 56.1% in the same period a year ago to 56.4% in the current period. The increase was primarily due to gross margin increase in NE and OSP, partially offset by gross margin decrease in SE, as discussed below in the Operating Segment Information section.

Previous report

Gross margin increased by 0.1 percentage points during the nine months ended March 29, 2025 from 57.5% in the same period a year ago to 57.6% in the current period. The increase was primarily due to gross margin increase in NE and OSP, partially offset by gross margin decrease in SE, as discussed below in the Operating Segment Information section.

Previous report

R&D expense remained flat during the three months ended March 29, 2025 compared to the same period a year ago. Higher variable expenses and incremental cost from a current year acquisition were offset by a one-time R&D tax credit catch-up. As a percentage of net revenue, R&D expense decreased by 2.7 percentage points during the three months ended March 29, 2025 compared to the same period a year ago.

Previous report

SG&A expense increased by $9.5 million, or 3.8%, during the nine months ended March 29, 2025 compared to the same period a year ago. This increase was primarily due to higher variable expenses, the change in fair value of acquisition related contingent consideration and higher stock-based compensation. As a percentage of net revenue, SG&A expense decreased 0.7 percentage points during the nine months ended March 29, 2025 compared to the same period a year ago.

Previous report

Interest and other income, net, was $9.3 million during the nine months ended March 29, 2025 compared to $18.0 million during the same period a year ago. This $8.7 million decrease was primarily driven by a legal settlement in our favor in the amount of $7.3 million in the prior period and a decrease in interest income due to lower cash balances and lower yields compared to the prior period.

Previous report

Interest expense decreased by $0.2 million, or 2.6% during the three months ended March 29, 2025 compared to the same period a year ago. This decrease was primarily driven by lower outstanding debt when compared to the prior period.

Previous report

Interest expense decreased by $0.9 million, or 3.8% during the nine months ended March 29, 2025 compared to the same period a year ago. This decrease was primarily driven by lower outstanding debt when compared to the prior period.

Previous report

NE gross margin increased by 0.7 percentage points during the nine months ended March 29, 2025 to 63.1% from 62.4% in the same period a year ago primarily due to higher volume and favorable product mix.

Previous report

SE net revenue increased by $2.1 million, or 11.6%, during the three months ended March 29, 2025 compared to the same period a year ago primarily driven by higher volume in Assurance.

Previous report

SE net revenue decreased by $3.7 million, or 5.9%, during the nine months ended March 29, 2025 compared to the same period a year ago primarily driven by lower volume in Assurance and Data Center, offset in part by higher Wireless Enterprise Solutions revenue.

Previous report

SE gross margin decreased by 0.9 percentage points during the three months ended March 29, 2025 to 59.9% from 60.8% in the same period a year ago primarily due to lower volume.

Previous report

SE gross margin decreased by 3.2 percentage points during the nine months ended March 29, 2025 to 62.8% from 66.0% in the same period a year ago primarily due to lower volume.

Previous report

NSE operating margin increased by 4.7 percentage points during the nine months ended March 29, 2025 to 5.6% from 0.9% in the same period a year ago primarily due to higher volume and one-time R&D tax credit catch-up.

Previous report

OSP net revenue decreased by $2.3 million, or 1.0%, during the nine months ended March 29, 2025 compared to the same period a year ago. This decrease was primarily driven by lower 3D sensing revenue offset in part by higher Anti-Counterfeiting and Other revenues.

Previous report

OSP gross margin increased by 1.5 percentage points during the three months ended March 29, 2025 to 51.6% from 50.1% in the same period a year ago primarily due to higher volume.

Previous report

OSP gross margin increased by 1.0 percentage points during the nine months ended March 29, 2025 to 52.6% from 51.6% in the same period a year ago primarily due to higher volume.

Previous report

OSP operating margin decreased by 0.8 percentage points during the nine months ended March 29, 2025 to 35.4% from 36.2% in the same period a year ago primarily due to unfavorable product mix and higher operating expenses.
Reworded paragraphs (58)

Previous wording

•Financial projections and expectations, including profitability of certain business units, plans to reduce costs and improve efficiencies including through restructuring programs, the effects of seasonality on certain business units, the consolidation of the communication industry and continued reliance on key customers for a significant portion of our revenue, future sources of revenue, competition and pricing pressures, the future impact of certain accounting pronouncements, and our estimation of the potential impact and materiality of litigation;

Current wording

•Financial projections and expectations, including profitability of certain business units, synergies, benefits and other matters related to the acquisition of the high-speed ethernet, network security and channel emulation testing business of Spirent Communications plc, plans to reduce costs and improve efficiencies including through restructuring programs, the effects of seasonality on certain business units, the consolidation of the communication industry and continued reliance on key customers for a significant portion of our revenue, future sources of revenue, competition and pricing pressures, the future impact of certain accounting pronouncements, and our estimation of the potential impact and materiality of litigation;

Previous wording

•Our latest projections regarding the impact of tariffs and our strategies for mitigating such impact;

Current wording

•Our expectations regarding the impact of tariffs and our strategies for mitigating such impact;

Previous wording

•Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflict between Russia and Ukraine, the instability in the Middle East and the sustainability of recent cease-fire agreements, on our business, operations and financial results.

Current wording

•Our expectations related to macro-economic conditions, including the impact of inflation, fiscal tightening at central banks, changes in foreign exchange rates, the risk of increased tensions and trade actions, including global tariffs, ongoing geopolitical tensions including the conflict between Russia and Ukraine, the instability in the Middle East, on our business, operations and financial results.

Previous wording

During the third quarter of fiscal 2025, the Network and Service Enablement (NSE) business grew year-over-year driven by recovery and growth across many of our product segments. OSP performance slightly improved year over year. We continue to monitor the demand for anti-counterfeiting products and are starting to see a demand supply equilibrium emerge in the anti-counterfeiting business.

Previous wording

As we look forward to the fourth quarter of fiscal 2025, we continue to see gradual recovery across many of our end markets and expect it to continue despite the evolving macro environment. Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure. We remain positive on our long-term growth drivers and will continue to focus on executing our strategic priorities over the long-term to:

Current wording

As we look forward to the second quarter of fiscal 2026, we expect NSE to be up driven mainly by the data center ecosystem as well as aerospace and defense and the acquisition of Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business. Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure. We remain positive on our long-term growth drivers and will continue to focus on executing our strategic priorities over the long-term to:

Previous wording

•Extend VIAVI technologies and platforms into adjacent markets and applications; and,

Current wording

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

Previous wording

In April 2025, the U.S. administration announced broad-based, updated global tariffs and the situation continues to be dynamic and evolving. As we operate in this challenging environment, we are focused on continuing to deliver our products and services to our customers. Given our global business, tariffs will result in additional cost for us and our suppliers. We are analyzing ways to optimize our operations and supply chain and strategies to reduce the impact from tariffs. Additionally, we are taking measures to control cost and implementing pricing actions to primarily mitigate the remaining impact.

Current wording

The U.S. administration has implemented and could implement further broad-based, updated global tariffs and the situation continues to be dynamic and evolving. As we operate in this challenging environment, we are focused on continuing to deliver our products and services to our customers. Given our global business, tariffs will result in additional cost for us and our suppliers. We are analyzing ways to optimize our operations and supply chain strategies, control costs and implement pricing actions to reduce the impact from tariffs.

Previous wording

Third quarter fiscal 2025 results included the following notable items:

Current wording

First quarter fiscal 2026 results included the following notable items:

Previous wording

•GAAP operating margin of 3.0%, up 780 bps year-over-year.

Current wording

•GAAP operating margin of 2.5%, down 230 bps year-over-year.

Previous wording

•Non-GAAP operating margin of 16.7%, up 740 bps year-over-year.

Current wording

•Non-GAAP operating margin of 15.7%, up 570 bps year-over-year.

Previous wording

•Non-GAAP net income of $33.9 million, up $20.7 million or 156.8% year-over-year.

Current wording

•Non-GAAP net income of $33.1 million, up $20.7 million or 166.9% year-over-year.

Previous wording

•GAAP diluted EPS of $0.09, up $0.20 or 181.8% year-over-year.

Current wording

•GAAP diluted EPS of $(0.10), down $0.09 or 900.0% year-over-year.

Previous wording

(1)Included in the nine months ended March 29, 2025 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance of $1.1 million.

Current wording

(1)Included in the three months ended September 28, 2024 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance of $0.4 million.

Previous wording

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, better understand its financial performance and evaluate the efficacy of the methodology used by management to measure such performance. The Company uses the measures disclosed in this Report 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 represents 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, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities and certain investing and acquisition related expenses and other activities that management believes are not reflective of such ordinary, ongoing and core operating activities. The non-GAAP adjustments described in this Form 10-Q are excluded by the Company from its GAAP financial measures because the Company believes excluding these items enables investors to evaluate more clearly and consistently the Company’s core operational performance. The non-GAAP adjustments are outlined below.

Current wording

The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP EPS financial measures as supplemental information regarding the Company’s operational performance and believes providing this additional information allows investors to see Company results through the eyes of management, and better to evaluate more clearly and consistently the Company’s core operational performance and expenses and evaluate the efficacy of the methodology used by management to measure such performance. The Company uses the measures disclosed in this Report 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 represents 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, amortization expense related to acquisition related inventory step-up, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, certain investing and acquisition related expenses and other activities and income tax expenses or benefits that management believes are not reflective of such ordinary, ongoing and core operating activities. The non-GAAP adjustments are outlined below.

Previous wording

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) charges such as severance, benefits and outplacement costs related to 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) amortization expense related to acquired intangibles, (vi) amortization expense related to inventory step-up (vii) changes in fair value of contingent consideration liabilities, (viii) acquisition related transaction and integration costs related to acquired entities, (ix) litigation and legal settlements and (x) other charges unrelated to our core operating performance comprised mainly of other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP operating margin, non-GAAP net income and non-GAAP EPS.

Current wording

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

Previous wording

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 when calculating non-GAAP net income and non-GAAP EPS.

Current wording

Income tax expense or benefit: The Company excludes certain non-cash tax expense or benefit items, such as (i) the utilization of net operating losses (NOLs) where valuation allowances were released, (ii) intra-period tax allocation benefit and (iii) the tax effect for amortization of non-tax deductible intangible assets, in calculating non-GAAP net income and non-GAAP EPS.

Previous wording

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 operating income is operating income. The GAAP measure most directly comparable to non-GAAP operating margin is operating margin. The GAAP measure most directly comparable to non-GAAP net income is net income. The GAAP measure most directly comparable to non-GAAP EPS is earnings 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.

Current wording

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 operating income is operating income. The GAAP measure most directly comparable to non-GAAP operating margin is operating margin. The GAAP measure most directly comparable to non-GAAP net income is net income. The GAAP measure most directly comparable to non-GAAP EPS is earnings per share.

Previous wording

Net revenue increased by $38.8 million, or 15.8%, during the three months ended March 29, 2025 compared to the same period a year ago. This increase reflects higher spend by Network Equipment Manufacturers (NEMs), and aerospace and defense customers.

Current wording

Three Months Ended September 27, 2025 and September 28, 2024

Previous wording

We cannot predict when or to what extent these uncertainties will be resolved. Our revenues, profitability, and general financial performance may also be affected by: (a) pricing pressures due to, among other things, a highly concentrated customer base, increasing competition, particularly from Asia-based competitors, and a general commoditization trend for certain products; (b) strategic execution challenges arising from competition with larger and more well-resourced competitors; (c) product mix variability in our markets, which affects revenue and gross margin; (d) fluctuations in customer buying patterns, which cause demand, revenue and profitability volatility; (e) the current trend of communication industry consolidation, which is expected to continue, that directly affects our NE and SE customer bases and adds additional risk and uncertainty to our financial and business projections; (f) the impact of ongoing global trade policies, tariffs and sanctions; and (g) regulatory or economic developments and/or technology challenges that slow or change the rate of adoption of 5G, 3D sensing and other emerging secular technologies and platforms.

Current wording

We cannot predict when or to what extent these uncertainties will be resolved. Our revenues, profitability and general financial performance may also be affected by: (a) pricing pressures due to, among other things, a highly concentrated customer base, increasing competition, particularly from Asia-based competitors and a general commoditization trend for certain products; (b) strategic execution challenges arising from competition with larger and more well-resourced competitors; (c) product mix variability in our markets, which affects revenue and gross margin; (d) fluctuations in customer buying patterns, which cause demand, revenue and profitability volatility; (e) the current trend of communication industry consolidation, which is expected to continue, that directly affects our NSE customer base and adds additional risk and uncertainty to our financial and business projections; (f) the impact of ongoing global trade policies, tariffs and sanctions; and (g) regulatory or economic developments and/or technology challenges that slow or change the rate of adoption of 5G, 3D sensing and other emerging secular technologies and platforms.

Previous wording

We operate in three geographic regions: Americas, Asia-Pacific and Europe, Middle East and Africa (EMEA). Net revenue is assigned to the geographic region and country where our product is initially shipped. For example, certain customers may request shipment of our product to a contract manufacturer in one country, which may differ from the location of their end customers. The following table presents net revenue by the three geographic regions we operate in and net revenue from countries that exceeded 10% of our total net revenue (in millions):

Current wording

We operate in three geographic regions, including the Americas, Asia-Pacific and Europe Middle East and Africa (EMEA). Net revenue is assigned to the geographic region and country where our product is initially shipped. For example, certain customers may request shipment of our product to a contract manufacturer in one country, which may differ from the location of their end customers.

Previous wording

Net revenue from customers outside the Americas represented 62.0% and 60.6% of net revenue, respectively, during the three and nine months ended March 29, 2025. Net revenue from customers outside the Americas represented 64.1% and 61.0% of net revenue, respectively, during the three and nine months ended March 30, 2024.

Current wording

Net revenue from customers outside the Americas represented 56.9% and 62.8% of net revenue, respectively, during the three months ended September 27, 2025 and September 28, 2024.

Previous wording

Amortization of acquired technologies within Cost of revenues increased $2.6 million or 74.3% and $2.3 million or 22.1% during the three and nine months ended March 29, 2025, respectively, compared to the same periods a year ago. This increase is primarily due to the amortization of intangibles acquired through a current year acquisition partially offset by certain intangibles becoming fully amortized.

Current wording

Amortization of acquired technologies within Cost of revenues increased $3.6 million or 109.1% during the three months ended September 27, 2025 compared to the same period a year ago. This increase is primarily due to the amortization of intangibles acquired through Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Previous wording

R&D expense increased by $2.1 million, or 1.4% during the nine months ended March 29, 2025 compared to the same period a year ago. This increase was primarily due to higher variable expenses and incremental cost from a current year acquisition offset by a one-time R&D tax credit catch-up. As a percentage of net revenue, R&D expense decreased by 0.9 percentage points during the nine months ended March 29, 2025 compared to the same period a year ago.

Current wording

Research and Development (R&D) expense increased by $6.6 million, or 13.4% during the three months ended September 27, 2025 compared to the same period a year ago. This increase was primarily due to higher variable expenses and incremental cost from the acquisition of Inertial Labs. As a percentage of net revenue, R&D expense decreased by 2.0 percentage points during the three months ended September 27, 2025 compared to the same period a year ago.

Previous wording

We believe that continuing our investments in R&D is critical to attaining our strategic objectives. We plan to continue to invest in R&D and new products that will further differentiate us in the marketplace. One such investment is the VIAVI Automated Lab-as-a-Service for Open RAN (VALOR), which became fully operational in the second quarter of fiscal 2025.

Current wording

We believe that continuing our investments in R&D is critical to attaining our strategic objectives. We plan to continue to invest in R&D and new products that will further differentiate us in the marketplace.

Previous wording

SG&A expense increased by $3.1 million, or 3.2%, during the three months ended March 29, 2025 compared to the same period a year ago. This increase was primarily due to higher variable expenses and the change in fair value of acquisition related contingent consideration, partially offset by lower acquisition and integration related charges. As a percentage of net revenue, SG&A expense decreased 4.3 percentage points during the three months ended March 29, 2025 compared to the same period a year ago.

Current wording

Selling, General and Administrative (SG&A) expense increased by $30.1 million, or 40.6%, during the three months ended September 27, 2025 compared to the same period a year ago. This increase was primarily due to the change in fair value of acquisition related contingent consideration, higher variable expenses and higher acquisition and integration related charges. As a percentage of net revenue, SG&A expense increased 3.7 percentage points during the three months ended September 27, 2025 compared to the same period a year ago.

Previous wording

Amortization of intangibles within Operating expenses decreased $0.3 million or 20.0% and $1.7 million or 34.0% during the three and nine months ended March 29, 2025, respectively, compared to the same periods a year ago. These decreases are primarily due to certain intangibles becoming fully amortized partially offset by amortization of intangibles acquired through a current year acquisition.

Current wording

Amortization of intangibles within Operating expenses increased $0.4 million or 36.4% during the three months ended September 27, 2025 compared to the same period a year ago. This increase is primarily due to the amortization of intangibles acquired through Inertial Labs, partially offset by certain intangibles becoming fully amortized.

Previous wording

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across various functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs. The Company expects approximately 7% of its global workforce to be affected, impacting all segments and corporate functions. We estimate annualized gross cost savings of approximately $25.0 million excluding any one-time charges as a result of the restructuring activities initiated under the Fiscal 2024 Plan. The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of the second quarter of fiscal 2026.

Current wording

During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across various functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs. The Company expects approximately 7% of its global workforce to be affected, impacting both segments and corporate functions. We estimate annualized gross cost savings of approximately $25.0 million excluding any one-time charges as a result of the restructuring activities initiated under the Fiscal 2024 Plan. The Company anticipates the Fiscal 2024 Plan to be substantially complete by the end of the second quarter of fiscal 2026.

Previous wording

As of March 29, 2025, our total restructuring accrual was $4.5 million.

Current wording

As of September 27, 2025, our total restructuring accrual was $2.7 million.

Previous wording

During the three and nine months ended March 29, 2025, the Company recorded restructuring benefits of $0.3 million and charges of $1.1 million, respectively, related to the Fiscal 2024 Plan. During the nine months ended March 29, 2025, the Company recorded restructuring benefits of $0.2 million related to the Fiscal 2023 Plan. During the three and nine months ended March 30, 2024, the Company recorded restructuring charges of $0.1 million and benefits of $0.8 million, respectively, related to the Fiscal 2023 Plan.

Current wording

During the three months ended September 27, 2025, the Company recorded restructuring benefits of $0.3 million related to the Fiscal 2024 Plan. During the three months ended September 28, 2024, the Company recorded restructuring charges of $0.2 million related to the Fiscal 2024 Plan and benefits of $0.2 million related to the Fiscal 2023 Plan.

Previous wording

We estimate future cash payments of $4.5 million under the Fiscal 2024 Plan, funded by operating cash flow.

Current wording

We estimate future cash payments of $2.7 million under the Fiscal 2024 Plan, funded by operating cash flow.

Previous wording

Interest and other income, net, was $2.2 million during the three months ended March 29, 2025 compared to $4.0 million during the same period a year ago. This $1.8 million decrease was primarily driven by a decrease in interest income due to lower cash balances and lower yields compared to the prior period.

Current wording

Interest and other income, net, was $1.3 million during the three months ended September 27, 2025 compared to $3.2 million during the same period a year ago. This $1.9 million decrease was primarily driven by a decrease in interest income due to lower average cash balances and lower yields compared to the prior period.

Previous wording

We recorded an income tax benefit of $16.3 million and an income tax provision of $2.2 million for the three and nine months ended March 29, 2025, respectively. We recorded an income tax provision of $9.0 million and $25.2 million for the three and nine months ended March 30, 2024, respectively.

Current wording

We recorded an income tax provision of $19.0 million and $9.0 million for the three months ended September 27, 2025 and September 28, 2024, respectively.

Previous wording

The income tax benefit for the three months and the income tax provision for the nine months ended March 29, 2025 primarily relates to a $25.9 million release of valuation allowance related to our acquisition of Inertial labs and income tax in certain foreign and state jurisdictions based on our forecasted pre-tax income or loss. The income tax provision for the three and nine months ended March 30, 2024 primarily relates to income tax in certain foreign and state jurisdictions based on our forecasted pre-tax income or loss.

Current wording

The income tax provision for the three months ended September 27, 2025 primarily relates to income tax in certain foreign jurisdictions based on our forecasted pre-tax income or loss and a $9.7 million provision related to a revaluation of our deferred tax assets due to a change in the German corporate income tax rate. The income tax provision for the three months ended September 28, 2024, primarily relates to income tax in certain foreign jurisdictions based on our forecasted pre-tax income or loss.

Previous wording

The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to our income from continuing operations before taxes primarily due to changes in the valuation allowance for deferred tax assets attributable to our domestic and foreign income from continuing operations and our acquisition of Inertial Labs.

Current wording

The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory rate to our income from continuing operations before taxes primarily due to changes in the valuation allowance for deferred tax assets attributable to our domestic and foreign income from continuing operations andthe revaluation of our German deferred tax assets.

Previous wording

Asof March 29, 2025, and June 29, 2024, our unrecognized tax benefits (net of Federal benefits) totaled $52.2 million and $50.7 million, respectively, and are included in deferred taxes and other non-current tax liabilities. We had $4.5 million accrued for the payment of interest and penalties as of March 29, 2025. The timing and resolution of income tax examinations are uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities maydiffer from the amounts accrued for each year. Although we do not expect that our balance of gross unrecognized tax benefits will change materially in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, we are unable to estimate the full range of possible adjustments to this balance.

Current wording

Asof September 27, 2025, and June 28, 2025, our unrecognized tax benefits (net of Federal benefits) totaled $42.5 million and $42.4 million, respectively, and are included in deferred taxes and other non-current tax liabilities. We had $3.4 million accrued for the payment of interest and penalties as of September 27, 2025. The timing and resolution of income tax examinations are uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities maydiffer from the amounts accrued for each year. Although we do not expect that our balance of gross unrecognized tax benefits will change materially in the next 12 months, given the uncertainty in the development of ongoing income tax examinations, we are unable to estimate the full range of possible adjustments to this balance.

Previous wording

NE net revenue increased by $36.3 million, or 23.9%, during the three months ended March 29, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production, Aerospace and Defense and Fiber and Access Solutions, partially offset by lower volume in Wireless.

Current wording

NSE net revenue increased by $56.6 million, or 35.5%, during the three months ended September 27, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production, Aerospace and Defense and Fiber and Access Solutions, partially offset by lower volume in Wireless.

Previous wording

NE gross margin increased by 1.9 percentage points during the three months ended March 29, 2025 to 63.4% from 61.5% in the same period a year ago primarily due to higher volume and favorable product mix.

Current wording

NSE gross margin increased by 2.1 percentage points during the three months ended September 27, 2025 to 63.0% from 60.9% in the same period a year ago primarily due to higher volume and favorable product mix.

Previous wording

NSE operating margin increased by 12.2 percentage points during the three months ended March 29, 2025 to 10.4% from (1.8)% in the same period a year ago primarily due to higher volume and one-time R&D tax credit catch-up.

Current wording

NSE operating margin increased by 12.1 percentage points during the three months ended September 27, 2025 to 7.5% from (4.6)% in the same period a year ago primarily due to the aforementioned increase in gross margin.

Previous wording

OSP net revenue increased by $0.4 million, or 0.5%, during the three months ended March 29, 2025 compared to the same period a year ago. This increase was primarily driven by Anti-Counterfeiting and Other revenues offset in part by a decrease in 3D sensing revenue.

Current wording

OSP net revenue increased by $4.3 million, or 5.5%, during the three months ended September 27, 2025 compared to the same period a year ago. This increase was primarily driven by Anti-Counterfeiting and Other revenues.

Previous wording

OSP operating margin decreased by 0.4 percentage points during the three months ended March 29, 2025 to 33.9% from 34.3% in the same period a year ago primarily due to unfavorable product mix and higher operating expense.

Current wording

OSP gross margin decreased by 3.0 percentage points during the three months ended September 27, 2025 to 52.3% from 55.3% in the same period a year ago primarily due to unfavorable product mix.

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Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Refer to “Note 11. Debt” for more information.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

NE net revenue increased by $51.4 million, or 11.2%, during the nine months ended March 29, 2025 compared to the same period a year ago, primarily driven by higher volume in Lab and Production, Aerospace and Defense and Fiber and Access Solutions, partially offset by lower volume in Wireless.