VIAVI SOLUTIONS INC.
For the period ended Oct 3, 2026. Filed Nov 5, 2026.
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Oct 3, 2026 · Filed Nov 5, 2026
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Notes to Consolidated Financial Statements
Table of Contents
VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The financial information for Viavi Solutions Inc. (VIAVI, also referred to as the Company, we, our and us) for the three months ended October 3, 2026 and September 27, 2025 is unaudited and includes all normal and recurring adjustments the Company’s management considers necessary for a fair statement of the financial information set forth herein. The accompanying Consolidated Financial Statements are presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual Consolidated Financial Statements. For further information please refer to the Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 27, 2026.
There have been no material changes to the Company’s accounting policies during the three months ended October 3, 2026 as compared to the significant accounting policies presented in “Note 1. Basis of Presentation” of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended June 27, 2026, filed with the SEC on August 13, 2026.
The Consolidated Balance Sheet as of June 27, 2026 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results for the three months ended October 3, 2026 and September 27, 2025 may not be indicative of results for the fiscal year ending July 3, 2027 or any future periods.
Fiscal Years
The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to June 30th. The Company’s fiscal 2027 is a 53-week year ending on July 3, 2027. The Company’s fiscal 2026 was a 52-week year ending on June 27, 2026. The Company’s first quarter of fiscal year 2027 was a 14-week quarter compared to the standard 13-week quarters.
Principles of Consolidation
The Consolidated Financial Statements include the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, the reported amount of net revenue and expense and the disclosure of commitments and contingencies during the reporting periods. Estimates are based on historical factors, current circumstances and the experience and judgment of management. Under changed conditions, the Company’s reported financial position or results of operations may be materially impacted when using different estimates and assumptions, particularly with respect to significant accounting policies. If estimates or assumptions differ from actual results, subsequent periods are adjusted to reflect more readily available information.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. Recently Issued Accounting Pronouncements
Recent Accounting Pronouncements Adopted
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606: Revenue from Contracts with Customers, including those assets acquired in a business combination. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The Company adopted this ASU in the first quarter of fiscal 2027 with no material impact on our Consolidated Financial Statements or related disclosures.
Accounting Pronouncements Issued But Not Yet Adopted
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establish the recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This guidance is effective for fiscal years beginning after December 15, 2027 (fiscal 2029 for the Company), and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides guidance for a government grant received by a business entity. This guidance is effective for fiscal years beginning after December 15, 2028 (fiscal 2030 for the Company), and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of income statement expenses for public business entities. The objective of this guidance is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) in commonly presented expense captions such as Cost of revenues, Research and development (R&D) and Selling, general and administrative (SG&A). This guidance is effective for fiscal years beginning after December 15, 2026 (fiscal 2028 for the Company), and interim periods within fiscal years beginning after December 15, 2027, with early and retrospective adoption permitted. The Company is evaluating the impact of adopting this new accounting guidance on its Consolidated Financial Statements.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements-Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments clarify or improve disclosure and presentation requirements on various disclosure areas, including the statement of cash flows, earnings per share, debt, equity and derivatives. The amendments will align the requirements in the FASB Accounting Standards Codification (ASC) with the SEC’s regulations. The amendments in this ASU will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will not be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. This ASU is not expected to have a material impact on our Consolidated Financial Statements or related disclosures.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. Earnings Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share (in millions, except per share data):
| Three Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Numerator: | ||
| Net income (loss) | $76.0 | $(21.4) |
| Denominator: | ||
| Weighted-average shares outstanding: | ||
| Basic | 246.5 | 222.9 |
| Diluted shares - Convertible Notes | 11.8 | — |
| Effect of dilutive securities from stock-based compensation plans | 7.9 | — |
| Diluted | 266.2 | 222.9 |
| Net income (loss) per share: | ||
| Basic | $0.31 | $(0.10) |
| Diluted | $0.29 | $(0.10) |
In periods where the Company recognized a net loss, the impact of potentially dilutive outstanding stock-based awards and the “in-the money” conversion benefit feature above the conversion price of the 1.625% Senior Convertible Notes due 2026 (2026 Notes) and 0.625% Senior Convertible Notes due 2031 (2031 Notes) of $13.19 and $13.79 per share, respectively, have been excluded from the calculation of diluted loss per share as their inclusion would have an antidilutive effect.
The following table represents potential common shares that were not included in the computation of the diluted net income (loss) per share because their effect would have been anti-dilutive (in millions):
| Three Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Restricted stock units | 0.1 | 1.5 |
Note 4. Accumulated Other Comprehensive Loss
The Company’s accumulated other comprehensive loss consists of the accumulated net unrealized gains or losses on available-for-sale investments, foreign currency translation adjustments and change in unrealized components of defined benefit obligations.
Changes in accumulated other comprehensive loss by component, net of tax, were as follows (in millions):
| Unrealized losses on available-for sale investments | Foreign currency translation adjustments | Change in unrealized components of defined benefit obligations | Total | |
|---|---|---|---|---|
| Beginning balance as of June 27, 2026 | $(5.3) | $(104.9) | $(5.8) | $(116.0) |
| Other comprehensive loss | — | (2.2) | — | (2.2) |
| Net current period other comprehensive loss | — | (2.2) | — | (2.2) |
| Ending balance as of October 3, 2026 | $(5.3) | $(107.1) | $(5.8) | $(118.2) |
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 5. Acquisitions
Direct Optical Research Company
On July 9, 2026, the Company completed the acquisition of substantially all of the assets of Direct Optical Research Company, a provider of optical fiber connector end-face quality measurement systems and interferometer technology. The acquisition will be included in the Network and Service Enablement (NSE) segment and is expected to strengthen the Company's optical measurement technology portfolio and expand its capabilities in fiber optic test and measurement solutions.
The total purchase consideration was approximately $18.2 million, consisting of $11.9 million paid in cash at closing, a $2.1 million indemnity holdback, and contingent consideration with a fair value of $4.2 million at the acquisition date (maximum potential payment of $5.0 million), payable upon the achievement of certain operational targets over athree-year period. The acquisition met the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired were recorded at the preliminary fair value on the acquisition date. Acquisition related costs incurred were approximately $0.2 million and were recorded within SG&A in the Consolidated Statements of Operations.
The total purchase consideration was allocated to tangible and intangible assets acquired based on the preliminary fair value on the acquisition date. The following table presents the preliminary allocation of the purchase price (in millions):
| Amount | |
|---|---|
| Accounts receivable, net | $0.1 |
| Inventory, net | 0.2 |
| Goodwill | 4.5 |
| Identified intangible assets acquired | 13.4 |
| Total purchase consideration | $18.2 |
The Company valued the customer relationships using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the customer relationships. Significant assumptions related to customer relationships included (i) projected revenues, (ii) projected expenses, (iii) contributory asset charges, (iv) discount rate, (v) income tax rate and (vi) customer attrition rate.
Developed technology relates to products used for our lab and production solutions. The Company valued the developed technology using the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue from the developed technology. Significant assumptions related to developed technology included (i) projected revenues, (ii) royalty rate, (iii) discount rate, (iv) income tax rate and (v) technology obsolescence rate.
| Estimated Useful Life | Amount | |
|---|---|---|
| Developed technology | 8 years | $6.8 |
| Customer relationships | 8 years | 6.6 |
| Total identifiable intangible assets acquired | $13.4 |
Goodwill represents the excess of the preliminary estimated purchase consideration over the preliminary estimates of the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment. Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future lab and production offerings. The goodwill recognized is deductible for U.S. income tax purposes.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has included the financial results of Direct Optical Research Company in its Consolidated Financial Statements from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations.
High-speed Ethernet, Network Security and Channel Emulation Testing Business
On October 16, 2025, the Company acquired Spirent Communications plc’s (Spirent) high-speed ethernet, network security and channel emulation testing business (collectively, the HSE and CE business) from Keysight Technologies, Inc. (Keysight). The transaction provides a complementary addition to VIAVI’s ethernet testing platform within its NSE segment.
The cash consideration paid at closing of $399.3 million is subject to adjustment based on the final net working capital settlement. The acquisition met the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. Acquisition related costs incurred were approximately $20.6 million, of which $11.4 million was incurred in fiscal 2026, and were recorded within SG&A in the Consolidated Statements of Operations.
The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the preliminary fair value on the acquisition date. The Company elected to apply both practical expedients permitted under ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in measuring contract assets and contract liabilities acquired in the acquisition. Specifically, we have elected the practical expedient that permits an entity to reflect the aggregate effect of all modifications (on a contract-by-contract basis) as if they occurred on the acquisition date. In addition, the Company elected to determine the standalone selling prices of performance obligations as of the acquisition date, rather than at contract inception, for purpose of allocating transaction consideration.
The Company is in the process of obtaining additional information to refine its preliminary fair value estimates related to certain acquired assets and assumed liabilities. We may revise the preliminary purchase price allocation during the remainder of the measurement period as additional information becomes available. Any such revisions or changes may be material.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the preliminary allocation of the purchase price (in millions):
| Amount | |
|---|---|
| Inventory, net | $7.7 |
| Prepayments and other current assets | 1.0 |
| Property, plant and equipment, net | 2.9 |
| Goodwill(1) | 111.5 |
| Identified intangible assets acquired | 314.2 |
| Other non-current assets | 1.7 |
| Deferred revenue(2) | (25.6) |
| Accrued payroll and related expenses | (0.8) |
| Other current liabilities | (3.9) |
| Other non-current liabilities(3) | (9.4) |
| Total purchase consideration | $399.3 |
(1)Goodwill at acquisition date of $111.3 million increased by $0.2 million for measurement period adjustments.
(2)Represents the current portion of deferred revenue.
(3)Includes long-term deferred revenue of $8.2 million.
The Company valued the customer relationships using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the customer relationships. Significant assumptions related to customer relationships included (i) projected revenues, (ii) projected expenses, (iii) contributory asset charges, (iv) discount rate, (v) income tax rate and (vi) customer attrition rate.
Developed technology relates to products used for our lab and production and wireless solutions. The Company valued the developed technology using the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue from the developed technology. Significant assumptions related to developed technology included (i) projected revenues, (ii) royalty rate, (iii) discount rate, (iv) income tax rate and (v) technology obsolescence rate.
| Estimated Useful Life | Amount | |
|---|---|---|
| Customer relationships | 9 years | $162.3 |
| Developed technology | 5 years | 134.8 |
| Backlog | 2 years | 10.1 |
| Trade name | 6 years | 7.0 |
| Total identifiable intangible assets acquired | $314.2 |
Goodwill represents the excess of the preliminary estimated purchase consideration over the preliminary estimates of the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment. Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future solution offerings. The goodwill recognized is deductible for U.S. income tax purposes.
The Company has included the financial results of Spirent’s HSE and CE business in its Consolidated Financial Statements from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inertial Labs, Inc.
On January 28, 2025, the Company acquired all of the equity of Inertial Labs, Inc. (Inertial Labs), a privately held company which specializes in resilient positioning, navigation and timing (PNT) solutions for aerospace, defense and industrial applications. The acquisition enables the Company to further broaden its solutions offering into the rapidly developing PNT landscape.
The total purchase consideration included approximately $134.4 million paid in cash at closing and additional contingent consideration of up to $175.0 million, payable upon the achievement of certain revenue targets over the course of afour-year period beginning in January 2025. As of the acquisition date, the fair value of the contingent consideration was $116.2 million. The net cash paid for the acquisition, with purchase price adjustment, was $121.6 million, which reflects the cash paid less cash acquired of $16.5 million. From the contingent consideration of $175.0 million, $3.4 million was set aside for the payment of retention bonuses over thefour-year earn-out period to key personnel and service providers, contingent on continued service to the Company. Any forfeited amount will be removed from the retention bonus pool and re-distributed to the shareholders of Inertial Labs upon the achievement of the earn-out targets. The portion of the estimated fair value of the contingent consideration liability allocated to the retention bonuses will be accounted for as post combination expense over the requisite service period.
The cash consideration paid at closing included an escrow payment of $1.0 million subject to final net working capital adjustments. The Company paid $3.7 million in the fourth quarter of fiscal 2025 comprised of the net working capital holdback of $3.0 million and $0.7 million of the purchase price adjustment of $1.4 million. The remainder of the purchase price adjustment of $0.7 million was paid in the first quarter of fiscal 2026 and refund of prepaid tax of $0.6 million is expected to be paid in fiscal 2027. In addition, the Company held back $15.0 million for indemnity claims. In fiscal 2026, the indemnity holdback amount was reduced by $1.1 million from noncash financing activities and the Company paid the remaining $13.9 million to the Inertial Labs shareholders. The acquisition met the definition of a business and has been accounted for in accordance with the authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. Acquisition related costs incurred were approximately $11.7 million and were recorded within SG&A in the Consolidated Statements of Operations. These costs included $9.5 million in transaction bonuses that were paid at closing to key personnel and service providers of Inertial Labs.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The total purchase consideration was allocated to tangible and intangible assets acquired and liabilities assumed based on the fair value on the acquisition date. The following table presents the allocation of the purchase price (in millions):
| Amount | |
|---|---|
| Cash and cash equivalents | $16.5 |
| Accounts receivable, net | 8.1 |
| Inventory, net | 26.0 |
| Prepayments and other current assets | 1.1 |
| Property, plant and equipment, net | 1.9 |
| Goodwill(1) | 130.3 |
| Identified intangible assets acquired | 117.6 |
| Other non-current assets | 1.9 |
| Accounts payable | (1.4) |
| Accrued payroll and related expenses | (0.5) |
| Deferred revenue | (0.3) |
| Accrued expenses | (3.5) |
| Other non-current liabilities(2) | (27.1) |
| Total purchase consideration | $270.6 |
(1)Goodwill at acquisition date of $129.7 million increased by $0.6 million for purchase price and measurement period adjustments.
(2)Includes $25.0 million of deferred tax liability and $0.9 million of liability related to uncertain tax positions.
Developed technology relates to products used for PNT solutions for aerospace, defense and industrial applications. The Company valued the developed technology using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the developed technology. Significant assumptions used in the discounted cash flow analysis include (i) projected revenues, (ii) discount rate, and (iii) technology obsolescence rate.
| Estimated Useful Life | Amount | |
|---|---|---|
| Developed technology | 4 to 7 years | $102.0 |
| Customer relationships | 6 years | 9.6 |
| Tradename | 3 years | 0.8 |
| Backlog | 2 years | 5.2 |
| Total identifiable intangible assets acquired | $117.6 |
Goodwill represents the excess of the purchase consideration over the fair value of the net tangible and intangible assets acquired and has been allocated to the NSE segment. Goodwill is primarily attributable to expected synergies in the acquired technologies that may be leveraged by the Company in future PNT offerings. None of the goodwill recognized is deductible for U.S. income tax purposes.
The Company has included the financial results of Inertial Labs in its Consolidated Financial Statements from the date of acquisition. Pro forma results of operations have not been presented because the effect of the acquisition was not material to the Consolidated Statements of Operations.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Jackson Labs Technologies, LLC
On October 5, 2022, the Company acquired all of the equity of Jackson Labs Technologies, LLC (Jackson Labs), a privately held company which specializes in PNT solutions for critical infrastructure serving both military and civilian applications. The acquisition enables the Company to broaden its solutions offering into the rapidly developing PNT landscape. The total purchase consideration included approximately $49.9 million paid in cash at closing and additional contingent consideration of up to $117.0 million.
Acquisition related Contingent Consideration
Refer to “Note 8. Fair Value Measurements” for information on the contingent consideration activity for the three months ended October 3, 2026.
Note 6. Balance Sheet and Other Details
Contract Balances
Gross receivables include both billed and unbilled receivables (including Contract assets). As of October 3, 2026 and June 27, 2026, the Company had total unbilled receivables of $16.1 million and $22.7 million.
The Company also has short-term and long-term deferred revenue related to undelivered hardware and professional services, consisting of installations and consulting engagements, which are recognized as the Company's performance obligations under the contract are completed and accepted by the customer.
The following table presents the activity related to deferred revenue (in millions):
| October 3, 2026 | |
|---|---|
| Three Months Ended | |
| Deferred revenue: | |
| Balance at beginning of period | $142.2 |
| Revenue deferrals for new contracts(1) | 40.1 |
| Revenue recognized during the period(2) | (42.8) |
| Balance at end of period | $139.5 |
(1)This amount includes the effect of foreign currency exchange rate fluctuations.
(2)Revenue recognized during the period represents releases from the balance at the beginning of the period as well as releases from the current period deferrals.
Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, adjustments for revenue that have not materialized, and currency fluctuations.
The value of the transaction price allocated to remaining performance obligations as of October 3, 2026, was $664.4 million. The Company expects to recognize approximately 93% of remaining performance obligations as revenue within the next 12 months, and the remainder thereafter.
Accounts Receivable - Allowance for Credit losses
The following table presents the activities and balances for allowance for credit losses (in millions):
| June 27, 2026 | Charged to Costs and Expenses | Deductions(1) | October 3, 2026 | |
|---|---|---|---|---|
| Allowance for credit losses | $2.8 | $0.5 | $(0.1) | $3.2 |
(1)Represents the effect of currency translation adjustments and write-offs of uncollectible accounts, net of recoveries.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inventories, net
The following table presents the components of inventories, net (in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Finished goods | $73.1 | $65.2 |
| Work in process | 25.0 | 25.3 |
| Raw materials | 75.7 | 64.8 |
| Inventories, net | $173.8 | $155.3 |
Prepayments and Other Current Assets
The following table presents the components of prepayments and other current assets(in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Advances to contract manufacturers | $30.3 | $22.0 |
| Prepayments | 26.0 | 26.8 |
| Refundable income taxes | 16.9 | 24.6 |
| Fair value of forward contracts | 1.1 | 1.6 |
| Other current assets | 17.0 | 18.2 |
| Prepayments and other current assets | $91.3 | $93.2 |
Other Non-Current Assets
The following table presents the components of other non-current assets (in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Operating right-of-use (ROU) assets | $40.2 | $42.6 |
| Long-term restricted cash | 5.0 | 5.1 |
| Deferred contract cost | 3.3 | 3.0 |
| Long-term investment (Note 7) | 3.0 | 3.0 |
| Deposits | 3.0 | 2.5 |
| Debt issuance cost - Revolving Credit Facility | 2.4 | 2.6 |
| Other | 15.6 | 13.0 |
| Other non-current assets | $72.5 | $71.8 |
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Current Liabilities
The following table presents the components of other current liabilities (in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Fair value of contingent consideration | $72.9 | $58.5 |
| Operating lease liabilities | 11.9 | 11.8 |
| Income tax payable | 9.1 | 7.7 |
| Warranty accrual (Note 18) | 6.7 | 6.6 |
| Acquisition related holdback and related accruals | 5.3 | 2.9 |
| Restructuring accrual (Note 13) | 3.0 | 6.5 |
| Fair value of forward contracts | 1.7 | 2.5 |
| Interest payable | 0.3 | 4.5 |
| Other | 11.9 | 14.9 |
| Other current liabilities | $122.8 | $115.9 |
Other Non-Current Liabilities
The following table presents components of other non-current liabilities(in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Pension and post-employment benefits | $46.3 | $47.3 |
| Long-term deferred revenue | 41.4 | 40.3 |
| Operating lease liabilities | 28.8 | 31.2 |
| Fair value of contingent consideration | 20.1 | 18.4 |
| Financing obligation | 13.4 | 13.4 |
| Uncertain tax position | 10.1 | 10.0 |
| Deferred tax liability | 7.7 | 7.0 |
| Asset retirement obligations | 4.9 | 4.6 |
| Other | 7.4 | 7.3 |
| Other non-current liabilities | $180.1 | $179.5 |
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Investments and Forward Contracts
Short-Term Investments
As of October 3, 2026, the Company’s short-term investments of $2.1 million were primarily related to the deferred compensation plan and were invested in equity securities.
As of June 27, 2026, the Company’s short-term investments of $2.0 million were primarily related to the deferred compensation plan and were invested in equity securities.
Trading securities are reported at fair value, with unrealized gains or losses resulting from changes in fair value recognized in the Consolidated Statements of Operations as a component of Interest and other income, net.
Strategic Investment
During fiscal 2025, the Company invested $3.0 million in a non-marketable equity security in a privately held company. The investment is included in Other non-current assets on the Consolidated Balance Sheets and is classified as Level 3 within the fair value hierarchy.
This investment is carried at cost and because the investment does not have a readily determinable fair value it will be adjusted for changes resulting from observable price changes under the Measurement Alternative methodology. There were no impairments or adjustments to the carrying value for the three months ended October 3, 2026.
Equity Investment
The Company acquired an equity interest in Sensorsan Sensor Teknolojileri Anonim Sirketi (Sensorsan), a privately held entity and owns 40 percent of Sensorsan, through its acquisition of Inertial Labs.
The Company accounts for its investment in Sensorsan under the equity method of accounting. Under the equity method, the carrying value of the Company's investment is adjusted for its proportionate share of Sensorsan's net income or loss and the elimination of unrealized profits on transactions with Sensorsan, as applicable.
The Company recognized equity method earnings related to its investment in Sensorsan of $1.6 million for the three months ended October 3, 2026 and a net loss of $0.1 million for the three months ended September 27, 2025. As of October 3, 2026 and June 27, 2026, the carrying value of the Company’s investment in Sensorsan was $3.6 million and $2.0 million, respectively, and was included in Other non-current assets on the Consolidated Balance Sheets. The Company sells certain products to Sensorsan. During the three months ended October 3, 2026 and September 27, 2025, revenue from sales to Sensorsan was $5.4 million and $0.4 million, respectively.
Non-Designated Foreign Currency Forward Contracts
The Company has foreign subsidiaries that operate and sell the Company’s products in various markets around the world. As a result, the Company is exposed to foreign exchange risks. The Company utilizes foreign exchange forward contracts to manage foreign currency risk associated with foreign currency denominated monetary assets and liabilities, primarily certain short-term intercompany receivables and payables, and to reduce the volatility of earnings and cash flows related to foreign currency transactions. The Company does not use these foreign currency forward contracts for trading purposes.
As of October 3, 2026, the Company had forward contracts that were effectively closed but not settled with the counterparties as of the balance sheet date. Therefore, the fair value of these contracts of $1.1 million and $1.7 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, respectively. As of June 27, 2026, the fair value of these contracts of $1.6 million and $2.5 million is reflected as Prepayments and other current assets and Other current liabilities on the Consolidated Balance Sheets, respectively.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The forward contracts outstanding and not effectively closed, with a term of less than 120 days, were transacted near quarter end; therefore, the fair value of the contracts is not significant. As of October 3, 2026 and June 27, 2026, the notional amounts of the forward contracts that the Company held to purchase foreign currencies were $63.4 million and $66.2 million, respectively, and the notional amounts of forward contracts that the Company held to sell foreign currencies were $39.3 million and $38.9 million, respectively.
The change in the fair value of these foreign currency forward contracts is recorded as gain or loss in the Consolidated Statements of Operations as a component of Interest and other income, net. The cash flows related to the settlement of foreign currency forward contracts are classified as operating activities. The foreign exchange forward contracts incurred losses of $0.6 million and $0.2 million for the three months ended October 3, 2026 and September 27, 2025, respectively.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8. Fair Value Measurements
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs be used when available. Observable inputs are inputs which market participants would use in valuing an asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs which reflect the assumptions market participants would use in valuing an asset or liability.
The three levels of inputs that may be used to measure fair value are:
Level 1: includes financial instruments for which quoted market prices for identical instruments are available in active markets. Level 1 assets of the Company include money market funds, U.S. Treasury securities and marketable equity securities as they are traded with sufficient volume and frequency of transactions.
Level 2: includes financial instruments for which the valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 2 instruments of the Company include asset-backed securities, foreign currency forward contracts and debt. To estimate their fair value, the Company utilizes pricing models based on market data. The significant inputs for the valuation model usually include benchmark yields, reported trades, broker and dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, and industry and economic events.
Level 3: includes financial instruments for which fair value is derived from valuation-based inputs, that are unobservable and significant to the overall fair value measurement. The Company’s Level 3 assets consist of an investment in a non-marketable equity security in a privately held company. We measure the non-marketable equity security under the Measurement Alternative at cost minus impairment, if any, adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer. The Company’s Level 3 liabilities consist of contingent purchase consideration liabilities related to business acquisitions. The fair value of such liabilities are generally determined using a Monte Carlo Simulation that includes significant unobservable inputs such as the projected revenues of the acquired business over the earn-out period. The fair value of certain liabilities is derived using the estimated probability of success of achieving the earn-out milestones discounted to present value. The fair value of contingent consideration liabilities is remeasured at each reporting period at the estimated fair value based on the inputs on the date of remeasurement, with the change in fair value recognized as a component of SG&A in the Consolidated Statements of Operations.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Fair Value Measurements
The Company’s assets and liabilities measured at fair value on a recurring basis for the periods presented are as follows (in millions):
| October 3, 2026 | June 27, 2026 | |||||||
|---|---|---|---|---|---|---|---|---|
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |
| Assets: | ||||||||
| Debt available-for-sale securities(1) | $0.3 | $— | $0.3 | $— | $0.3 | $— | $0.3 | $— |
| Money market funds(2) | 291.2 | 291.2 | — | — | 452.6 | 452.6 | — | — |
| Trading securities(3) | 2.0 | 2.0 | — | — | 1.9 | 1.9 | — | — |
| Foreign currency forward contracts(4) | 1.1 | — | 1.1 | — | 1.6 | — | 1.6 | — |
| Total assets | $294.6 | $293.2 | $1.4 | $— | $456.4 | $454.5 | $1.9 | $— |
| Liabilities: | ||||||||
| Foreign currency forward contracts(5) | $1.7 | $— | $1.7 | $— | $2.5 | $— | $2.5 | $— |
| Contingent consideration(6) | 93.0 | — | — | 93.0 | 76.9 | — | — | 76.9 |
| Total liabilities | $94.7 | $— | $1.7 | $93.0 | $79.4 | $— | $2.5 | $76.9 |
(1)Included in Other non-current assets on the Consolidated Balance Sheets.
(2)Includes, as of October 3, 2026, $282.3 million in Cash and cash equivalents, $6.0 million in Restricted cash and $2.9 million in Other non-current assets on the Consolidated Balance Sheets. Includes, as of June 27, 2026, $443.3 million in Cash and cash equivalents, $6.4 million in Restricted cash and $2.9 million in Other non-current assets on the Consolidated Balance Sheets.
(3)Included in Short-term investments on the Consolidated Balance Sheets.
(4)Included in Prepayments and other current assets on the Consolidated Balance Sheets.
(5)Included in Other current liabilities on the Consolidated Balance Sheets.
(6)As of October 3, 2026 and June 27, 2026, includes certain amounts in Other current liabilities and Other non-current liabilities on the Consolidated Balance Sheets.
Contingent Consideration
As of October 3, 2026, the fair value of the contingent consideration liability was $93.0 million compared to $76.9 million at June 27, 2026. As of October 3, 2026, $72.9 million and $20.1 million of the liability are included in Other current liabilities and Other non-current liabilities, respectively, on the Consolidated Balance Sheets. During the three months ended October 3, 2026, the Company made a contingent consideration payment of $0.5 million for Direct Optical Research Company which was classified as an investing outflow in the Consolidated Statements of Cash Flows.
The earn-out period for Jackson Labs ended on December 31, 2025. The Company was not required to make a contingent consideration payment as the revenue targets were not met.
The Company recorded a charge of $12.4 million from the change in fair value measurement of the contingent consideration liabilities within SG&A in the Consolidated Statements of Operations for the three months ended October 3, 2026.
Instrument Measured at Fair Value on Non-recurring Basis
Our non-marketable equity security accounted for using the Measurement Alternative is measured at fair value on a non-recurring basis and is classified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate its fair value. Refer to “Note 7. Investments and Forward Contracts” for additional information.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Other Fair Value Measures
Fair Value of Debt: If measured at fair value on the Consolidated Balance Sheets, the Company’s 0.625% Senior Convertible Notes (2031 Notes) and 3.75% Senior Notes (2029 Notes) would be classified in Level 2 of the fair value hierarchy as they are not actively traded in the markets.
The Company’s debt measured at fair value for the periods presented is as follows (in millions):
| October 3, 2026 | June 27, 2026 | |||||||
|---|---|---|---|---|---|---|---|---|
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |
| Debt: | ||||||||
| 0.625% Senior Convertible Notes | $880.0 | $— | $880.0 | $— | $889.1 | $— | $889.1 | $— |
| 3.75% Senior Notes | 372.1 | — | 372.1 | — | 381.8 | — | 381.8 | — |
| Total | $1,252.1 | $— | $1,252.1 | $— | $1,270.9 | $— | $1,270.9 | $— |
Note 9. Goodwill
The following table presents changes in goodwill allocated to the Company’s reportable segments(in millions):
| Network and Service Enablement | Optical Security and Performance Products | Total | |
|---|---|---|---|
| Balance as of June 27, 2026 | $658.5 | $42.2 | $700.7 |
| Acquisition(1) | 4.5 | — | 4.5 |
| Currency translation | 0.1 | — | 0.1 |
| Balance as of October 3, 2026 | $663.1 | $42.2 | $705.3 |
(1)Goodwill at acquisition date. Refer to “Note 5. Acquisitions” for more information.
The Company tests goodwill for impairment at the reporting unit level annually during the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate that the asset may be impaired. In the fourth quarter of fiscal 2026, the Company performed a qualitative assessment of goodwill impairment and concluded that it was more likely than not that the fair value of each reporting unit exceeded its carrying amount and that no indication of impairment existed.
There were no events or changes in circumstances that triggered an impairment review during the three months ended October 3, 2026.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10. Intangibles
The following tables present details of the Company’s acquired developed technology, customer relationships and other intangibles as of October 3, 2026 and June 27, 2026 (in millions):
| As of October 3, 2026 | Weighted-Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Net |
|---|---|---|---|---|
| Acquired developed technology | 4.4 years | $674.6 | $(474.4) | $200.2 |
| Customer relationships | 7.9 years | 353.0 | (194.5) | 158.5 |
| Other(1) | 2.9 years | 60.4 | (48.1) | 12.3 |
| Total intangibles | $1,088.0 | $(717.0) | $371.0 |
| As of June 27, 2026 | Weighted-Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Net |
|---|---|---|---|---|
| Acquired developed technology | 4.5 years | $667.5 | $(461.5) | $206.0 |
| Customer relationships | 8.1 years | 346.4 | (189.4) | 157.0 |
| Other(1) | 2.9 years | 60.4 | (45.8) | 14.6 |
| Total intangibles | $1,074.3 | $(696.7) | $377.6 |
(1)Other intangibles consist of proprietary know-how and trade secrets, trademarks and trade names.
Amortization expense related to intangibles was $20.1 million and $8.4 million for the three months ended October 3, 2026 and September 27, 2025, respectively.
Based on the carrying amount of acquired developed technology, customer relationships and other intangibles as of October 3, 2026, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows (in millions):
| Fiscal Years | |
|---|---|
| Remainder of 2027 | $59.1 |
| 2028 | 69.6 |
| 2029 | 65.1 |
| 2030 | 64.1 |
| 2031 | 42.4 |
| Thereafter | 70.7 |
| Total amortization | $371.0 |
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 11. Debt
As of October 3, 2026 and June 27, 2026, the Company’s debt on the Consolidated Balance Sheets, net of unamortized issuance costs, is as follows (in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Principal amount of 0.625% Senior Convertible Notes | $250.0 | $250.0 |
| Unamortized 0.625% Senior Convertible Notes debt issuance cost | (4.9) | (5.2) |
| Short-term debt | $245.1 | $244.8 |
| Principal amount of 3.75% Senior Notes | $400.0 | $400.0 |
| Unamortized 3.75% Senior Notes debt issuance cost | (2.6) | (2.9) |
| Long-term debt | $397.4 | $397.1 |
The Company was in compliance with all debt covenants as of October 3, 2026 and June 27, 2026.
Term Loan B
On October 16, 2025, concurrent with the closing of the acquisition of Spirent’s HSE and CE business, the Company entered into a $600.0 million senior secured term loan credit agreement (Term Loan Credit Agreement) with Wells Fargo Bank, National Association (Wells Fargo), as administrative agent, and other lenders. The term loans, which mature on October 16, 2032, are secured by substantially all of the assets of the Company and those of its domestic subsidiaries. The proceeds from the term loans were used to finance a portion of the acquisition, acquisition related expenses and for general corporate purposes. In connection with the issuance of the term loans, the Company incurred $15.2 million of issuance costs. The debt issuance costs were capitalized in Long-term debt on the Consolidated Balance Sheets and were amortized to interest expense using the straight-line method except for the unamortized debt issuance costs derecognized as part of the extinguishments.
During fiscal 2026, the Company voluntarily prepaid the entire $600.0 million outstanding principal balance under the Term Loan Credit Agreement. The prepayments were accounted for as extinguishments, with the carrying amount of the debt prepaid, including the unamortized debt issuance costs, derecognized, and any difference between the reacquisition price and the carrying amount recognized as a loss on debt extinguishment. The total loss from the prepayments was $14.2 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.
0.625% Senior Convertible Notes (2031 Notes)
On August 20, 2025, the Company issued $250.0 million aggregate principal amount of 0.625% Senior Convertible Notes due 2031 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued $100.9 million aggregate principal amount of the 2031 Notes to certain holders of the 1.625% Senior Convertible Notes (2026 Notes) in exchange for $97.5 million principal amount of the 2026 Notes (the 2025 Exchange Transaction) and issued and sold $149.1 million aggregate principal amount of the 2031 Notes in a private placement to accredited institutional buyers (the 2025 Subscription Transactions).
The 2025 Exchange Transaction was accounted for as an extinguishment which resulted in the write-off of unamortized debt discount and issuance costs of $1.1 million on the extinguished notes. Accrued interest of $0.7 million on the 2026 Notes was included in the exchange for the 2031 Notes. The total loss from the exchange was $3.8 million recorded as Loss on debt extinguishment in the Consolidated Statements of Operations.
Concurrent with the transactions discussed above, the Company repurchased and subsequently retired 2.7 million shares of its common stock for $30.0 million under the repurchase plan authorized in September 2022.
In connection with the issuance of the 2031 Notes, the Company incurred $6.1 million of issuance costs. The debt issuance costs were capitalized and will be amortized to interest expense using the straight-line method until maturity.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The 2031 Notes are an unsecured obligation of the Company and bear interest at an annual rate of 0.625%, payable semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2026. The 2031 Notes will mature on March 1, 2031 unless earlier converted, redeemed or repurchased.
The 2031 Notes may be converted under certain circumstances, based on an initial conversion rate of 72.5295 shares (equivalent to an initial conversion price of approximately $13.79 per share) at the option of the holders into cash up to the principal amount, with the remaining amount converted into cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock at the Company’s election. The initial conversion price represents a 25.0% premium to the closing price of the Company’s common stock on the pricing date, August 13, 2025, which will be subject to customary anti-dilution adjustments.
During the first quarter of fiscal 2027, the closing price of the Company’s common stock exceeded 130% of the applicable conversion price of the 2031 Notes, on at least 20 of the last 30 consecutive trading days of the calendar quarter, causing the 2031 Notes to be convertible by their holders for the period October 1, 2026 to December 31, 2026. As a result, the $245.1 million carrying value of the 2031 Notes has been classified as short-term debt.
As of October 3, 2026, the expected remaining term of the 2031 Notes is 4.4 years.
1.625% Senior Convertible Notes (2026 Notes)
On March 6, 2023, the Company issued $250.0 million aggregate principal amount of 1.625% Senior Convertible Notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company issued $132.0 million aggregate principal amount of the 2026 Notes to certain holders of the 1.00% Senior Convertible Notes due 2024 (2024 Notes) in exchange for $127.5 million principal amount of the 2024 Notes (the 2023 Exchange Transaction) and issued and sold $118.0 million aggregate principal amount of the 2026 Notes in a private placement to accredited institutional buyers (the 2023 Subscription Transactions).
The 2023 Exchange Transaction was accounted for as a modification. The $127.5 million principal of the 2024 Notes was reduced by $10.1 million, with offsetting increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option in the modification. The increase in principal and coupon interest, along with the increased option value, totaled $14.6 million and is a direct reduction from the carrying amount of the debt on the Consolidated Balance Sheets. This amount has been accreted as an adjustment to interest expense on a straight-line basis up to the full face value of the 2026 Notes through maturity on March 15, 2026.
The proceeds of the 2023 Subscription Transactions amounted to $113.8 million after issuance costs of $4.2 million. The exchange resulted in $2.2 million of the issuance costs recorded as Loss on convertible note modification in the Consolidated Statements of Operations. The remaining issuance costs of $2.0 million, as well as $0.3 million of unamortized costs carried over from the 2024 Notes at the exchange date were capitalized within Long-term debt (as a contra-balance) on the Consolidated Balance Sheets and were amortized to interest expense using the straight-line method until maturity on March 15, 2026.
On August 20, 2025, as part of the 2025 Exchange Transaction, the Company exchanged $97.5 million aggregate principal amount of the 2026 Notes for $100.9 million aggregate principal amount of the 2031 Notes.
On December 15, 2025, the Company entered into separate privately-negotiated agreements with certain holders of the 2026 Notes. On December 22, 2025, the Company settled $103.5 million principal amount of 2026 Notes in exchange for an aggregate of 7.9 million shares of its common stock, par value $0.001 per share. Accrued interest was paid in cash. The transaction was accounted for as a debt extinguishment. The exchange did not qualify as an induced conversion. The Company recorded a Loss on debt extinguishment of $38.7 million in the Company’s Consolidated Statements of Operations, representing the excess of the fair value of the shares issued over the carrying amount of the notes extinguished and transaction costs associated with the settlement.
On March 15, 2026, the outstanding $49.0 million principal amount of the 2026 Notes matured. Nearly all holders of the 2026 Notes chose to convert and the settlement of the conversion resulted in a cash payment of $49.4 million, including $49.0 million in principal and $0.4 million in accrued interest, and the issuance of 1.8 million shares of its common stock for conversion value above par.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3.75% Senior Notes (2029 Notes)
On September 29, 2021, the Company issued $400.0 million aggregate principal amount of 3.75% Senior Notes due 2029 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the issuance of the 2029 Notes, the Company incurred $7.0 million of issuance costs. The debt issuance costs were capitalized and will be amortized to interest expense using the straight-line method until maturity. The 2029 Notes are an unsecured obligation of the Company and bear annual interest of 3.75%, payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2022. The 2029 Notes will mature on October 1, 2029 unless earlier redeemed or repurchased. As of October 3, 2026, the expected remaining term of the 2029 Notes is 3.0 years.
Senior Secured Asset-Based Revolving Credit Facility
On December 30, 2021, we entered into a credit agreement (the Credit Agreement) with Wells Fargo as administrative agent, and other lender related parties. On October 16, 2025, the Company entered into an agreement with Wells Fargo to amend and extend the Credit Agreement. The Credit Agreement, as amended, provides for a senior secured asset-based revolving credit facility in a maximum aggregate amount of $200 million and matures on October 16, 2030. The Credit Agreement also provides that, under certain circumstances, the Company may increase the aggregate amount of revolving commitments thereunder by an aggregate amount of up to $100 million so long as certain conditions are met. The proceeds from the credit facility established under the Credit Agreement will be used for working capital and other general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are borrowers and guarantors under the Credit Agreement.
Amounts outstanding under the Credit Agreement accrue interest as follows: (i) if the amounts outstanding are denominated in U.S. Dollars, at a per annum rate equal to either, at the Company’s election, SOFR plus a margin of 1.50% to 2.00% per annum, or a specified base rate plus a margin of 0.50% to 1.00%, in each case, depending on the average excess availability under the facility, (ii) if the amounts outstanding are denominated in Sterling, at a per annum rate equal to the Sterling Overnight Interbank Average Rate (SONIA) plus a margin of 1.50% to 2.00%, depending on the average excess availability under the facility, (iii) if the amounts outstanding are denominated in Euros, at a per annum rate equal to the Euro Interbank Offered Rate plus a margin of 1.50% to 2.00%, depending on the average excess availability under the facility, or (iv) if the amounts outstanding are denominated in Canadian Dollars, at a per annum rate equal to either, at the Company’s election, the adjusted Term Canadian Overnight Repo Rate Average (CORRA) plus a margin of 1.50% to 2.00%, or a specified base rate plus a margin of 0.50% to 1.00%, in each case, depending on the average excess availability under the facility.
The covenants of the Credit Agreement include customary restrictive covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains certain financial covenants that require the Company to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 if excess availability under the facility is less than the greater of 10% of the lesser of maximum revolver amount and borrowing base and $13.3 million.
As of October 3, 2026, we hadno borrowings under this facility and our available borrowing capacity was approximately $182.3 million, net of outstanding standby letters of credit of $3.8 million.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Interest Expense
The following table presents the interest expense for contractual interest, amortization of debt issuance cost, accretion of debt discount and other (in millions):
| Three Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Interest expense-contractual interest | $4.1 | $4.8 |
| Amortization of debt issuance cost | 0.6 | 0.7 |
| Accretion of debt discount | — | 1.0 |
| Other | 1.0 | 0.9 |
| Total interest expense | $5.7 | $7.4 |
Note 12. Leases
The Company is a lessee in several operating leases, primarily real estate facilities for office space. The Company's lease arrangements consist of operating leases with various expiration dates through March 31, 2042. The Company's leases do not contain any material residual value guarantees.
Lease expense and cash flow information related to our operating leases is as follows (in millions):
| Three Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Operating lease costs(1) | $3.8 | $3.3 |
| Cash paid for amounts included in the measurement of operating lease liabilities | $3.8 | $3.5 |
| Operating ROU assets obtained in exchange for operating lease obligations | $0.7 | $8.0 |
(1)Total variable lease costs were immaterial during the three months ended October 3, 2026 and September 27, 2025. The total operating lease costs were included in Cost of revenues, R&D, and SG&A in the Consolidated Statements of Operations.
As of October 3, 2026 and September 27, 2025, the weighted-average remaining lease term was 5.4 years and 5.9 years, respectively, and the weighted-average discount rate was 6.5% and 6.2%, respectively.
Future minimum operating lease payments as of October 3, 2026 are as follows (in millions):
| Operating Leases | |
|---|---|
| Remainder of fiscal 2027 | $9.7 |
| Fiscal 2028 | 11.5 |
| Fiscal 2029 | 9.1 |
| Fiscal 2030 | 6.1 |
| Fiscal 2031 | 4.2 |
| Thereafter | 8.2 |
| Total lease payments | 48.8 |
| Less: Interest | (8.1) |
| Present value of lease liabilities | $40.7 |
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13. Restructuring
The Company’s restructuring events are primarily intended to reduce costs, consolidate operations, integrate various acquisitions, streamline product manufacturing and address market conditions. The Company’s restructuring charges include severance, benefits and outplacement costs to eliminate a specified number of positions and costs to vacate facilities and consolidate operations. The timing of associated cash payments is dependent upon the jurisdiction of the affected employees and the type of restructuring charge and can extend over multiple periods.
Fiscal 2026 Plan
During the third quarter of fiscal 2026, management approved a restructuring and workforce reduction plan (the Fiscal 2026 Plan) across our NSE and Optical Security and Performance Products (OSP) segments and Corporate (Corp) functions intended to improve operational efficiencies, better align the Company’s workforce with current business needs and strategic growth opportunities and includes integration of recently acquired businesses. The Fiscal 2026 Plan includes a global workforce reduction, facilities rationalization and asset write-offs. The Company expects approximately 5% of its global workforce to be affected. The Company anticipates the Fiscal 2026 Plan to be substantially complete by the end of calendar year 2026.
A summary of the activity in the restructuring accrual is outlined below(in millions):
| Balance as of June 27, 2026(1) | Restructuring and related benefits | Cash settlements | Balance as of October 3, 2026(1) | |
|---|---|---|---|---|
| Fiscal 2026 Plan | ||||
| NSE/Corp | $5.4 | $(0.9) | $(2.4) | $2.1 |
| OSP | 1.1 | (0.1) | (0.1) | 0.9 |
| Total | $6.5 | $(1.0) | $(2.5) | $3.0 |
(1)Included in Other current liabilities on the Consolidated Balance Sheets as of October 3, 2026 and June 27, 2026.
In addition, the Company incurred $0.2 million in restructuring charges related to pending site closures during the three months ended October 3, 2026. The Company also recognized Fiscal 2026 Plan charges of $0.3 million of accelerated depreciation during the three months ended October 3, 2026, and were recorded within SG&A in the Consolidated Statements of Operations.
Fiscal 2024 Plan
During the fourth quarter of fiscal 2024, management approved a restructuring and workforce reduction plan (the Fiscal 2024 Plan) across our NSE and OSP segments and Corp functions intended to improve operational efficiencies and better align the Company’s workforce with current business needs. During the three months ended September 27, 2025, the Company recorded restructuring benefits of $0.3 million related to the Fiscal 2024 Plan. The Fiscal 2024 Plan was completed in the fourth quarter of fiscal 2026 and impacted approximately 7% of the Company’s global workforce.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 14. Income Taxes
The Company recorded an income tax provision of$11.9 million and $19.0 million for the three months ended October 3, 2026 and September 27, 2025, respectively.
The income tax provision for the three months ended October 3, 2026 primarily relates to income taxes in certain foreign jurisdictions based on the Company’s forecasted pre-tax income. The income tax provision for the three months ended September 27, 2025 primarily relates to income tax in certain foreign jurisdictions based on the Company’s forecasted pre-tax income or loss and a $9.7 million provision related to a revaluation of the Company’s deferred tax assets due to a change in the German corporate income tax rate.
The income tax provision recorded differs from the expected tax provision that would be calculated by applying the federal statutory tax rate to the Company’s income before income taxes primarily due to the changes in valuation allowance for deferred tax assets attributable to the Company’s domestic and foreign earnings.
As of October 3, 2026 and June 27, 2026, the Company’s unrecognized tax benefits (net of Federal benefits) totaled $41.1 million and $41.0 million, respectively, and are included in deferred taxes and other non-current tax liabilities. The Company had $2.9 million accrued for the payment of interest and penalties as of October 3, 2026. The timing and resolution of income tax examinations is uncertain, and the amounts ultimately paid, if any, upon resolution of issues raised by the taxing authorities may differ from the amounts accrued for each year.
Note 15. Stockholders' Equity
Repurchase of Common Stock
In September 2022 the Board of Directors authorized a stock repurchase plan (2022 Repurchase Plan) of up to $300 million effective October 1, 2022, which will remain in effect until the amount authorized has been fully repurchased or until suspension or termination of the program. Under the 2022 Repurchase Plan, the Company is authorized to repurchase shares through a variety of methods, including open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans. The timing of repurchases under the plan will depend upon business and financial market conditions.
During the three months ended October 3, 2026, the Company repurchased and subsequently retired 3.9 million shares of its common stock for $150.0 million under the 2022 Repurchase Plan. As of October 3, 2026, the Company had remaining authorization of $18.4 million for future share repurchases under the 2022 Repurchase Plan.
Note 16. Stock-Based Compensation
The Company's stock-based compensation includes a combination of time-based restricted stock awards and performance-based awards. Restricted stock awards are granted without an exercise price and are converted to shares immediately upon vesting. When converted into shares upon vesting, shares equivalent in value to the minimum withholding taxes liability on the vested shares are withheld by the Company for the payment of such taxes.
The Company generally estimates the fair value of stock-based awards based on the closing market price of the Company’s common stock on the grant date. In the case of performance-based awards that include a market condition, the Company estimates the fair value of the award using a combination of the closing market price of the Company’s common stock on the grant date and the Monte Carlo simulation model. For performance-based awards, shares attained over target upon vesting are reflected as awards granted during the period.
Time-based restricted stock awards granted to eligible employees will generally vest in annual installments over a period ofthree tofour years subject to the employees’ continuing service to the Company and do not have an expiration date. The Company's performance-based awards may include performance conditions, market conditions, time-based service conditions or a combination thereof and are generally expected to vest in annual installments over a period ofthree tofour years. In addition, the actual number of shares awarded upon vesting of performance-based grants may vary from the target shares depending upon the achievement of the relevant performance or market-based conditions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Beginning in August 2026, the Company adopted a retirement eligibility provision applicable to future time-based restricted stock awards and performance-based awards granted to the Chief Executive Officer and certain senior executives who report directly to the Chief Executive Officer. Eligible participants who attain age 60, satisfy specified service requirements and provide at least 12 months' advance notice of retirement may continue to vest in outstanding time-based restricted stock awards after retirement in accordance with the original vesting schedule. Eligible performance-based awards remain subject to the applicable performance or market-based vesting conditions, and vesting following retirement is determined in accordance with the terms of the award agreements. As a result of this retirement eligibility provision, the Company recognizes stock-based compensation expense over a shortened requisite service period for affected awards, which accelerates the recognition of stock-based compensation expense.
During the three months ended October 3, 2026 and September 27, 2025, the Company granted 0.9 million and 3.3 million time-based restricted stock awards, respectively. The aggregate grant-date fair value of time-based restricted stock awards granted during the three months ended October 3, 2026 and September 27, 2025 were estimated to be $34.3 million and $37.1 million, respectively.
During the three months ended October 3, 2026 and September 27, 2025, the Company granted 0.3 million and 1.2 million performance-based awards, respectively. There were 0.6 million and less than 0.1 million performance-based shares attained over target during the three months ended October 3, 2026 and September 27, 2025, respectively. The aggregate grant-date fair value of performance-based awards granted during the three months ended October 3, 2026 and September 27, 2025 were estimated to be $13.9 million and $16.3 million, respectively.
As of October 3, 2026, $95.6 million of unrecognized stock-based compensation costs remain to be amortized.
The impact on the Company’s results of operations of recording stock-based compensation by function for the three months ended October 3, 2026 and September 27, 2025, is as follows(in millions):
| Three Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Cost of revenues | $1.0 | $1.0 |
| Research and development | 2.8 | 2.3 |
| Selling, general and administrative | 12.1 | 10.1 |
| Total stock-based compensation expense | $15.9 | $13.4 |
Approximately $1.4 million and $1.1 million of stock-based compensation was capitalized to inventory as of October 3, 2026 and September 27, 2025, respectively.
Note 17. Employee Pension and Other Benefit Plans
The Company sponsors significant qualified and non-qualified pension plans for certain past and present employees in the United Kingdom (U.K.) and Germany. The Company also is responsible for a defined benefit plan comprising of gratuity payments for present employees in India and non-pension post-retirement benefit obligation assumed from a past acquisition.
These pension plans, with the exception of India, have been closed to new participants and no additional service costs are being accrued, except for certain plans in Germany assumed in connection with an acquisition in fiscal 2010. Benefits are generally based upon years of service and compensation or stated amounts for each year of service.
As of October 3, 2026, the U.K. plan was fully funded, while the Indian plan was partially funded. The other plans were unfunded. The Company’s policy for funded plans is to make contributions equal to or greater than the requirements prescribed by law or regulation. For unfunded plans, the Company pays the post-retirement benefits when due. During the three months ended October 3, 2026, the Company contributed $0.4 million to the Indian plan and $0.9 million to the other plans. The funded plan assets consist primarily of managed investments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents the components of net periodic cost for the pension and benefits plans (in millions):
| Three Months Ended | ||
|---|---|---|
| October 3, 2026 | September 27, 2025 | |
| Service cost | $0.1 | $— |
| Interest cost | 0.9 | 0.8 |
| Expected return on plan assets | (0.4) | (0.4) |
| Net periodic benefit cost | $0.6 | $0.4 |
The components of net periodic pension cost are included in Cost of revenues, R&D and SG&A in the Consolidated Statements of Operations.
Both the calculation of the projected benefit obligation and net periodic cost are based upon actuarial valuations. These valuations use participant-specific information such as salary, age, years of service, and assumptions about interest rates, compensation increases and other factors. At a minimum, the Company evaluates these assumptions annually and makes changes as necessary.
Based on actuarial assumptions, the Company expects to incur cash outlays of approximately $5.6 million related to its defined benefit pension plans during fiscal 2027 to make current benefit payments and fund future obligations. As of October 3, 2026, approximately $1.3 million had been incurred. These payments have been estimated based on the same assumptions used to measure the Company’s projected benefit obligation at June 27, 2026.
Note 18. Commitments and Contingencies
Legal Proceedings
The Company is subject to a variety of claims and suits that arise from time to time in the ordinary course of its business. While management currently believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact on its financial position, results of operations or statement of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. Were an unfavorable final outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable.
Guarantees
Outstanding Standby Letters of Credit and Performance Bonds
As of October 3, 2026, the Company had standby letters of credit of $9.5 million and performance bonds of $2.0 million collateralized by restricted cash.
Product Warranties
The following table presents the changes in the Company’s warranty reserve during the three months ended October 3, 2026 (in millions):
| October 3, 2026 | |
|---|---|
| Three Months Ended | |
| Balance as of beginning of period | $6.6 |
| Provision for warranty | 0.8 |
| Utilization of reserve | (0.5) |
| Adjustments to pre-existing warranties (includes changes in estimates) | (0.2) |
| Balance as of end of period | $6.7 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 19. Operating Segments and Geographic Information
The Company evaluates its operating segments in accordance with the authoritative guidance on segment reporting. The Company’s Chief Executive Officer as the Company’s Chief Operating Decision Maker (CODM) uses operating segment financial information to evaluate segment performance and to allocate resources.
The Company’s operating and reportable segments are:
(i) Network and Service Enablement (NSE):
NSE provides an integrated portfolio of test, monitoring, assurance and resilient PNT solutions that enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications.
(ii) Optical Security and Performance Products (OSP):
OSP leverages its core optical coating technologies and volume manufacturing capability to design, manufacture, and sell technologies for the anti-counterfeiting, 3D sensing, aerospace, industrial and automotive markets.
Beginning in the fourth quarter of fiscal 2026, employer payroll taxes related to stock-based compensation were no longer allocated to the Company's segment results and are instead included in the “Other segment items” row of the segment presentation. Prior-period segment results have been recast to conform to the current presentation. The Company believes excluding employer payroll taxes related to stock-based compensation aligns the treatment of these taxes, which are highly variable, with the underlying stock-based compensation expense and provides a more consistent measure of operating performance. Accordingly, this modification is intended to enhance investors’ understanding of the Company’s operating performance. These changes have no impact on any of the Company’s previously reported U.S. GAAP results.
Segment Reporting
The CODM manages the Company intwo broad business categories: NSE and OSP. The CODM evaluates segment performance of the NSE and OSP business based on segment operating margins. The CODM uses segment operating margin to make budgeting and forecasting decisions and to assess the performance of our segments, primarily by monitoring actual results versus the prior year, the annual budget and forecasted results. In addition, the CODM reviews inventory levels and certain other current assets by segment. The Company allocates corporate-level operating expenses to its segment results, except for certain non-core operating and non-operating activities as discussed below.
The Company does not allocate stock-based compensation, including related employer payroll taxes, acquisition and integration related charges, amortization of acquisition related intangibles, amortization of acquisition related inventory step-up, legal settlements, restructuring, changes in fair value of contingent consideration liabilities, non-operating income and expenses, or other charges unrelated to core operating performance to its segments because management does not include this information in its measurement of the performance of the operating segments. These items are presented as “Unallocated other expenses” in the table below. Additionally, the Company does not specifically identify and allocate all assets by operating segment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present information on the Company’s reportable segments for the three months ended October 3, 2026 and September 27, 2025 (in millions):
| Network and Service Enablement · Optical Security and Performance Products · Total | ||||
|---|---|---|---|---|
| Product revenue | $322.5 | $93.2 | $415.7 | |
| Service revenue | 53.6 | — | 53.6 | |
| Net revenue | $376.1 | $93.2 | $469.3 | |
| Cost of revenues | 127.3 | 40.0 | ||
| Research and development | 60.7 | 3.3 | ||
| Selling, general and administrative | 60.2 | 6.3 | ||
| Other segment items(1) | 32.1 | 3.3 | ||
| Total operating expense | 153.0 | 12.9 | ||
| Segment operating income | $95.8 | $40.3 | $136.1 | |
| Segment operating margin | 25.5% | 43.2% | ||
| Unallocated other expenses | (54.4) | |||
| Interest and other income, net | 10.3 | |||
| Interest expense | (5.7) | |||
| Income before income taxes and equity investment earnings | $86.3 | |||
(1)Other segment items represents allocation of corporate level operating expenses.
| Network and Service Enablement · Optical Security and Performance Products · Total | ||||
|---|---|---|---|---|
| Product revenue | $174.3 | $83.1 | $257.4 | |
| Service revenue | 41.7 | — | 41.7 | |
| Net revenue | $216.0 | $83.1 | $299.1 | |
| Cost of revenues | 79.7 | 39.5 | ||
| Research and development | 48.5 | 3.9 | ||
| Selling, general and administrative | 43.1 | 6.2 | ||
| Other segment items(1) | 26.9 | 2.6 | ||
| Total operating expense | 118.5 | 12.7 | ||
| Segment operating income | $17.8 | $30.9 | $48.7 | |
| Segment operating margin | 8.2% | 37.2% | ||
| Unallocated other expenses | (41.1) | |||
| Loss on debt extinguishment | (3.8) | |||
| Interest and other income, net | 1.3 | |||
| Interest expense | (7.4) | |||
| Loss before income taxes and equity investment losses | $(2.3) | |||
(1)Other segment items represents allocation of corporate level operating expenses.
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VIAVI SOLUTIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table presents information on the assets of the Company’s reportable segments at October 3, 2026 and June 27, 2026 (in millions):
| October 3, 2026 | June 27, 2026 | |
|---|---|---|
| Assets: | ||
| Inventories: | ||
| NSE | $128.2 | $113.7 |
| OSP | 45.6 | 41.6 |
| Total inventories, net | 173.8 | 155.3 |
| Prepayments and other current assets - NSE(1) | 30.3 | 22.0 |
| Assets not attributed to segments | 2,384.9 | 2,528.3 |
| Total assets | $2,589.0 | $2,705.6 |
(1)The amount presented represents the prepayments and other current assets attributed to NSE that are reviewed by the CODM. Other NSE related prepayments and current assets are not included as they are not part of the CODM’s measure of segment assets.
The Company operates primarily inthree geographic regions: Americas, Asia-Pacific, and Europe, Middle East and Africa (EMEA). Net revenue is assigned to the geographic region and country where the Company’s product is initially shipped. For example, certain customers may request shipment of the Company’s product to a contract manufacturer in one country, which may differ from the location of their end customers.
The following table presents net revenue by thethree geographic regions in which the Company operates and net revenue from countries that exceeded 10% of the Company’s total net revenue for the three months ended October 3, 2026 and September 27, 2025(in millions):
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| October 3, 2026 | September 27, 2025 | |||||
| Product Revenue | Service Revenue | Total | Product Revenue | Service Revenue | Total | |
| Americas: | ||||||
| United States | $156.3 | $22.5 | $178.8 | $91.9 | $14.8 | $106.7 |
| Other Americas | 22.5 | 4.7 | 27.2 | 18.1 | 4.0 | 22.1 |
| Total Americas | $178.8 | $27.2 | $206.0 | $110.0 | $18.8 | $128.8 |
| Asia-Pacific: | ||||||
| Greater China | $77.5 | $2.9 | $80.4 | $55.6 | $0.9 | $56.5 |
| Other Asia-Pacific | 73.4 | 8.9 | 82.3 | 30.2 | 5.4 | 35.6 |
| Total Asia-Pacific | $150.9 | $11.8 | $162.7 | $85.8 | $6.3 | $92.1 |
| EMEA: | $86.0 | $14.6 | $100.6 | $61.6 | $16.6 | $78.2 |
| Total net revenue | $415.7 | $53.6 | $469.3 | $257.4 | $41.7 | $299.1 |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 20. Subsequent Events
Share Repurchase Plan
On November 1, 2026, the Board of Directors authorized a new common stock repurchase program (2026 Repurchase Plan) that will allow the Company to repurchase up to $500 million of the Company’s common stock. This authorization is in addition to the $300 million previously authorized by the Board of Directors under the 2022 Repurchase Plan, which has approximately $18.4 million remaining. Under the new repurchase program, the Company may purchase shares of common stock from time to time through a variety of methods, which may include but are not limited to open market purchases, the implementation of a 10b5-1 plan, accelerated stock repurchases, privately negotiated transactions and/or any other available methods in accordance with Securities and Exchange Commission and other applicable legal requirements. The 2026 Repurchase Plan will remain in effect until the amount authorized has been fully repurchased or until the Company suspends or terminates the program.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.