Form 8-K
8-K — VIAVI SOLUTIONS INC.
Accession: 0001628280-26-028392
Filed: 2026-04-29
Period: 2026-04-29
CIK: 0000912093
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — viav-20260429.htm (Primary)
EX-99.1 (viavq3fy268-kex991.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: viav-20260429.htm · Sequence: 1
viav-20260429
0000912093false00009120932026-04-292026-04-29
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 29, 2026
VIAVI SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-22874 94-2579683
(State or other jurisdiction
of incorporation or organization) (Commission file number) (I.R.S. Employer
Identification Number)
1445 South Spectrum Blvd, Suite 102 Chandler, Arizona 85286
(Address of principal executive offices and Zip Code)
(408) 404-3600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of the exchange on which registered
Common Stock, par value of $0.001 per share VIAV The Nasdaq Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 29, 2026, Viavi Solutions Inc. (the “Company”) reported its preliminary results for its fiscal third quarter ended March 28, 2026. A copy of the Company’s press release is furnished herewith and attached hereto as Exhibit 99.1.
The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1
Press release entitled “VIAVI Announces Third Quarter Fiscal 2026 Results” dated April 29, 2026.
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIAVI SOLUTIONS INC.
By: /s/ ILAN DASKAL
Name: ILAN DASKAL
Title: Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)
April 29, 2026
EX-99.1
EX-99.1
Filename: viavq3fy268-kex991.htm · Sequence: 2
Document
Exhibit 99.1
VIAVI Announces Third Quarter Fiscal 2026 Results
Chandler, Arizona, April 29, 2026 — VIAVI (NASDAQ: VIAV) today reported results for its fiscal third quarter ended March 28, 2026 with the following highlights.
Third Quarter
•Net revenue of $406.8 million, up $122.0 million or 42.8% year-over-year
•GAAP operating margin of 6.1%, up 310 bps year-over-year
•Non-GAAP operating margin of 21.0%, up 430 bps year-over-year
•GAAP net income of $6.4 million, down $13.1 million or 67.2% year-over-year
•Non-GAAP net income of $67.6 million, up $33.7 million or 99.4% year-over-year
•GAAP diluted earnings per share (EPS) of $0.03, down $0.06 or 66.7% year-over-year
•Non-GAAP diluted EPS of $0.27, up $0.12 or 80.0% year-over-year
“VIAVI's financial performance for the third quarter has exceeded our expectations, driven by strong growth in the data center and aerospace and defense end markets. We expect these end markets to continue to be strong drivers for the foreseeable future,” said Oleg Khaykin, VIAVI's President and Chief Executive Officer.
Financial Overview:
The tables below (in millions, except percentage and per share data) provide comparisons of quarterly results to prior periods, including sequential quarterly and year-over-year changes. A full reconciliation between the GAAP and non-GAAP measures included in the tables is contained in this release under the section titled “Use of Non-GAAP (Adjusted) Financial Measures.”
Fiscal Third Quarter Ended March 28, 2026
GAAP Results
Q3 Q2 Q3 Change
FY 2026 FY 2026 FY 2025 Q/Q Y/Y
Net revenue $ 406.8 $ 369.3 $ 284.8 10.2 % 42.8 %
Gross margin 57.5 % 57.0 % 56.4 % 50 bps 110 bps
Operating margin 6.1 % 3.1 % 3.0 % 300 bps 310 bps
Income from operations $ 24.8 $ 11.4 $ 8.5 117.5 % 191.8 %
Net income (loss) per share 0.03 (0.21) 0.09 114.3 % (66.7) %
Non-GAAP Results
Q3 Q2 Q3 Change
FY 2026 FY 2026 FY 2025 Q/Q Y/Y
Gross margin 62.2 % 61.8 % 60.0 % 40 bps 220 bps
Operating margin 21.0 % 19.3 % 16.7 % 170 bps 430 bps
Income from operations $ 85.5 $ 71.4 $ 47.7 19.7 % 79.2 %
Earnings per share 0.27 0.22 0.15 22.7 % 80.0 %
Net Revenue by Segment
Q3 Q2 Q3 Change
FY 2026 FY 2026 FY 2025 Q/Q Y/Y
Network and Service Enablement $ 321.5 $ 291.5 $ 208.2 10.3 % 54.4 %
Optical Security and Performance Products 85.3 77.8 76.6 9.6 % 11.4 %
Total $ 406.8 $ 369.3 $ 284.8 10.2 % 42.8 %
1
•Americas, Asia-Pacific and EMEA customers represented 44.9%, 31.5% and 23.6%, respectively, of total net revenue for the quarter ended March 28, 2026.
•As of March 28, 2026, the Company held $508.0 million in total cash, short-term investments and short-term restricted cash.
•As of March 28, 2026, the Company had $250.0 million aggregate principal amount of 0.625% Senior Convertible Notes, $400 million aggregate principal amount of 3.75% Senior Notes and $450.0 million aggregate principal amount of Term Loan B with a total net carrying value of $1,080.8 million.
•During the fiscal quarter ended March 28, 2026, the Company used $26.3 million of cash in operating activities. This is primarily due to a portion of the contingent consideration payment classified as an operating outflow.
Business Outlook for the Fourth Quarter of Fiscal 2026
For the fourth quarter of fiscal 2026 ending June 27, 2026, the Company expects net revenue to be between $427 million to $437 million and non-GAAP EPS to be between $0.29 to $0.31.
With respect to our expectations above, the Company has not reconciled GAAP net income (loss) per share to non-GAAP EPS in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the “Use of Non-GAAP (Adjusted) Financial Measures” section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including certain charges related to restructuring, acquisition, integration and related charges. In addition, the Company believes such reconciliations would imply a degree of precision that may be confusing or misleading to investors.
Conference Call
The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on April 29, 2026 in a live webcast, which will also be archived for replay on the Company’s website at https://investor.viavisolutions.com. The Company will post supplementary slides outlining the Company’s latest financial results on https://investor.viavisolutions.com under the “Quarterly Results” section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.
About VIAVI Solutions
VIAVI (NASDAQ: VIAVI) is a global leader in test and measurement and optical technologies. Our test, monitoring, assurance, and resilient position, navigation and timing solutions enable and secure critical infrastructure ranging from data center ecosystems and communication networks to military, aerospace, railway and first responder communications. In addition, we develop and advance technologies used in high-volume optical applications across anti-counterfeiting, consumer electronics, aerospace, industrial and automotive end markets.
Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn and YouTube.
2
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions, including market stabilization and recovery. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company’s ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our industry and customer base; (d) competitive pressures; (e) unforeseen changes or deceleration in the demand for current and new products, technologies, services, delays or unforeseen events in the roll-out of new industry platforms or evolving technology such as 3D sensing and customer purchasing delays due to macroeconomic conditions, tightening of expenditures or as they assess or transition to such new technologies and/or architectures, all of which limit near-term demand visibility, and could negatively impact potential revenue; (f) continued decline of average selling prices across our businesses; (g) notable seasonality and a significant level of in-quarter book-and-ship business; (h) various product and manufacturing transfers, site consolidations, product discontinuances and restructuring and workforce reduction plans, including the number of employees impacted by a restructuring plan, the estimated expenses the Company will recognize, the timing of these payments and expenses, and anticipated cost savings associated with such plans; (i) challenges in execution of business strategy; (j) 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; (k) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (l) supply chain and materials constraints and the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (m) potential disruptions or delays to our manufacturing and operations due to climate conditions and natural disasters in the regions where we operate, such as wildfires, drought conditions and related water shortages in Arizona, as well as wildfires in Northern California and related blackouts and power outages in that region; (n) the uncertain and ongoing impact to our supply chain of geopolitical tensions, such as the ongoing conflict between Russia and Ukraine and the instability in the Middle East, evolving global trade and tariff negotiations and the uncertain tariff landscape, sanctions and other trade measures imposed by domestic and foreign governments, adverse actions and escalating tensions with foreign governments, including China, and the possibility of escalation of “trade wars,” cyber-attacks, and retaliatory measures; (o) the impact of infectious disease outbreaks, epidemics, and pandemics on our financial results, revenues, customer demand, business operations and manufacturing and on the business operations of our customers, contract manufacturers and suppliers; and (p) inherent uncertainty related to global markets, including inflationary pressures, recessions, tightening monetary policy and liquidity, and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on the risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s filings with the Securities and Exchange Commission, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements. We have not filed our Form 10-Q for the quarter ended March 28, 2026. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file the Form 10-Q.
Contact Information
Investors:
Vibhuti Nayar
408-404-6305
vibhuti.nayar@viavisolutions.com
Press:
Amit Malhotra
202-341-8624
amit.malhotra@viavisolutions.com
The following financial tables are presented in accordance with GAAP, unless otherwise specified.
-SELECTED PRELIMINARY FINANCIAL DATA -
3
VIAVI SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
PRELIMINARY
Three Months Ended Nine Months Ended
March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
Net revenue $ 406.8 $ 284.8 $ 1,075.2 $ 793.8
Cost of revenues 159.7 118.0 429.1 323.5
Amortization of acquired technologies 13.0 6.1 32.4 12.7
Gross profit 234.1 160.7 613.7 457.6
Operating expenses:
Research and development 71.0 50.0 192.9 151.5
Selling, general and administrative 113.6 101.3 344.9 259.7
Amortization of other intangibles 7.4 1.2 15.2 3.3
Restructuring and related charges (benefits) 17.3 (0.3) 16.9 0.9
Total operating expenses 209.3 152.2 569.9 415.4
Income from operations 24.8 8.5 43.8 42.2
Interest and other income (expense), net 3.3 2.2 (34.0) 9.3
Interest expense (14.3) (7.5) (37.0) (22.5)
Income (loss) before income taxes and equity investment earnings 13.8 3.2 (27.2) 29.0
Provision for (benefit from) income taxes 7.4 (16.3) 36.1 2.2
Equity investment earnings — — 0.2 —
Net income (loss) $ 6.4 $ 19.5 $ (63.1) $ 26.8
Net income (loss) per share:
Basic $ 0.03 $ 0.09 $ (0.28) $ 0.12
Diluted $ 0.03 $ 0.09 $ (0.28) $ 0.12
Shares used in per share calculations:
Basic 232.0 222.6 226.2 222.2
Diluted 249.5 226.9 226.2 225.2
The preliminary financial statements are estimated based on our current information.
4
VIAVI SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, unaudited)
PRELIMINARY
March 28, 2026 June 28, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 499.0 $ 423.6
Short-term investments 1.8 1.7
Restricted cash 7.2 3.7
Accounts receivable, net 320.3 261.0
Inventories, net 147.9 117.9
Prepayments and other current assets 77.5 77.3
Total current assets 1,053.7 885.2
Property, plant and equipment, net 222.5 231.9
Goodwill, net 701.8 595.7
Intangibles, net 398.0 131.6
Deferred income taxes 79.7 87.2
Other non-current assets 72.1 62.2
Total assets $ 2,527.8 $ 1,993.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 81.7 $ 68.8
Accrued payroll and related expenses 72.8 63.6
Deferred revenue 85.2 74.1
Accrued expenses 27.8 28.7
Short-term debt 244.5 246.2
Other current liabilities 140.5 108.3
Total current liabilities 652.5 589.7
Long-term debt 836.3 396.3
Other non-current liabilities 192.5 227.6
Total liabilities 1,681.3 1,213.6
Total stockholders’ equity 846.5 780.2
Total liabilities and stockholders’ equity $ 2,527.8 $ 1,993.8
The preliminary financial statements are estimated based on our current information.
5
VIAVI SOLUTIONS INC.
REPORTABLE SEGMENT INFORMATION
(in millions, unaudited)
PRELIMINARY
Three Months Ended March 28, 2026
Network and Service Enablement Optical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue $ 321.5 $ 85.3 $ — $ 406.8
Gross profit $ 210.0 $ 42.9 $ (18.8) $ 234.1
Gross margin 65.3 % 50.3 % 57.5 %
Operating income $ 55.4 $ 30.1 $ (60.7) $ 24.8
Operating margin 17.2 % 35.3 % 6.1 %
Three Months Ended March 29, 2025
Network and Service Enablement Optical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue $ 208.2 $ 76.6 $ — $ 284.8
Gross profit $ 131.3 $ 39.5 $ (10.1) $ 160.7
Gross margin 63.1 % 51.6 % 56.4 %
Operating income $ 21.7 $ 26.0 $ (39.2) $ 8.5
Operating margin 10.4 % 33.9 % 3.0 %
Nine Months Ended March 28, 2026
Network and Service Enablement Optical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue $ 829.0 $ 246.2 $ — $ 1,075.2
Gross profit $ 534.7 $ 125.9 $ (46.9) $ 613.7
Gross margin 64.5 % 51.1 % 57.1 %
Operating income $ 117.1 $ 86.9 $ (160.2) $ 43.8
Operating margin 14.1 % 35.3 % 4.1 %
Nine Months Ended March 29, 2025
Network and Service Enablement Optical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue $ 567.5 $ 226.3 $ — $ 793.8
Gross profit $ 357.9 $ 119.0 $ (19.3) $ 457.6
Gross margin 63.1 % 52.6 % 57.6 %
Operating income $ 31.8 $ 80.2 $ (69.8) $ 42.2
Operating margin 5.6 % 35.4 % 5.3 %
(1) See Reconciliation of GAAP Measures from Continuing Operations to Non-GAAP Measures below for details of Other Items.
The preliminary financial schedules are estimated based on our current information.
6
Use of Non-GAAP (Adjusted) Financial Measures
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, 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 release to evaluate the Company’s historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company’s core operating performance, which the Company believes 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.
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.
Non-cash interest expense and other expense: The Company excludes certain expenses, including loss on debt extinguishment, accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, when calculating non-GAAP net income and non-GAAP EPS.
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.
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.
7
VIAVI SOLUTIONS INC.
RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS
TO NON-GAAP MEASURES
(in millions, except per share data)
(unaudited)
PRELIMINARY
The following tables reconcile GAAP measures to non-GAAP measures:
Three Months Ended Nine Months Ended
March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
Gross Profit Gross Margin Gross Profit Gross Margin Gross Profit Gross Margin Gross Profit Gross Margin
GAAP measures $ 234.1 57.5 % $ 160.7 56.4 % $ 613.7 57.1 % $ 457.6 57.6 %
Stock-based compensation 1.1 0.3 % 2.0 0.7 % 3.2 0.3 % 4.5 0.6 %
Other charges unrelated to core operating performance (1)
3.8 1.0 % 0.3 0.1 % 5.2 0.5 % 0.4 0.1 %
Amortization of acquisition related inventory step-up 0.9 0.2 % 1.7 0.6 % 6.1 0.5 % 1.7 0.2 %
Amortization of intangibles 13.0 3.2 % 6.1 2.2 % 32.4 3.0 % 12.7 1.6 %
Total related to Cost of Revenues 18.8 4.7 % 10.1 3.6 % 46.9 4.3 % 19.3 2.5 %
Non-GAAP measures $ 252.9 62.2 % $ 170.8 60.0 % $ 660.6 61.4 % $ 476.9 60.1 %
Three Months Ended Nine Months Ended
March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
Operating Income Operating Margin Operating Income Operating Margin Operating Income Operating Margin Operating Income Operating Margin
GAAP measures $ 24.8 6.1 % $ 8.5 3.0 % $ 43.8 4.1 % $ 42.2 5.3 %
Stock-based compensation 13.9 3.4 % 14.1 4.9 % 41.2 3.8 % 40.5 5.1 %
Change in fair value of contingent liability 2.6 0.6 % 2.5 0.9 % 24.3 2.3 % (4.9) (0.6) %
Acquisition and integration related charges 0.7 0.2 % 13.3 4.7 % 12.4 1.1 % 16.7 2.1 %
Other charges unrelated to core operating performance (2)
4.9 1.2 % 0.6 0.2 % 11.7 1.1 % 0.2 — %
Amortization of acquisition related inventory step-up 0.9 0.2 % 1.7 0.6 % 6.1 0.6 % 1.7 0.2 %
Amortization of intangibles 20.4 5.0 % 7.3 2.5 % 47.6 4.4 % 16.0 2.0 %
Restructuring and related charges (benefits) 17.3 4.3 % (0.3) (0.1) % 16.9 1.6 % 0.9 0.1 %
Litigation settlement — — % — — % — — % (1.3) (0.1) %
Total related to Cost of Revenues and Operating Expenses 60.7 14.9 % 39.2 13.7 % 160.2 14.9 % 69.8 8.8 %
Non-GAAP measures $ 85.5 21.0 % $ 47.7 16.7 % $ 204.0 19.0 % $ 112.0 14.1 %
Three Months Ended Nine Months Ended
March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
Net Income Diluted EPS Net Income Diluted EPS Net (Loss) Income Diluted EPS Net Income Diluted EPS
GAAP measures $ 6.4 $ 0.03 $ 19.5 $ 0.09 $ (63.1) $ (0.28) $ 26.8 $ 0.12
Items reconciling GAAP Net Income (Loss) and EPS to Non-GAAP Net Income and EPS:
Stock-based compensation 13.9 0.06 14.1 0.06 41.2 0.17 40.5 0.18
Change in fair value of contingent liability 2.6 0.01 2.5 0.01 24.3 0.11 (4.9) (0.02)
Acquisition and integration related charges 0.7 — 13.3 0.06 12.4 0.05 16.7 0.08
Other charges unrelated to core operating performance (2)
4.9 0.02 0.6 — 11.7 0.05 0.2 —
Amortization of acquisition related inventory step-up 0.9 — 1.7 0.01 6.1 0.03 1.7 0.01
Amortization of intangibles 20.4 0.08 7.3 0.03 47.6 0.20 16.0 0.07
Restructuring and related charges (benefits) 17.3 0.07 (0.3) — 16.9 0.07 0.9 —
Litigation settlement — — — — — — (1.3) (0.01)
Non-cash interest expense and other expense (3)
2.4 0.01 1.3 0.01 46.6 0.20 3.5 0.02
(Benefits from) provision for income taxes (1.9) (0.01) (26.1) (0.12) 8.5 0.04 (24.4) (0.11)
Total related to Net Income and EPS 61.2 0.24 14.4 0.06 215.3 0.92 48.9 0.22
Non-GAAP measures $ 67.6 $ 0.27 $ 33.9 $ 0.15 $ 152.2 $ 0.64 $ 75.7 $ 0.34
Shares used in per share calculation for Non-GAAP EPS 249.5 226.9 236.9 225.2
Note: Certain totals may not add due to rounding.
(1) Included in the three months ended March 28, 2026 are charges of $3.6 million charges related to the write off of property, plant and equipment and other charges unrelated to core operating performance.
(2) Included in the three months ended March 28, 2026 are charges of $3.9 million related to the write off of property, plant and equipment, $0.3 million of accelerated depreciation and other charges unrelated to core operating performance. In addition, included in the nine months ended March 28, 2026 are $3.5 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance. 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.
(3) The Company incurred losses of $3.7 million and $46.2 million for the three and nine months ended March 28, 2026, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes and prepayments of the Term Loan B.
The preliminary financial schedules are estimated based on our current information.
8
VIAVI SOLUTIONS INC.
RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS
TO ADJUSTED EBITDA
(in millions, unaudited)
PRELIMINARY
Three Months Ended Nine Months Ended
March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025
GAAP Net income (loss) $ 6.4 $ 19.5 $ (63.1) $ 26.8
Interest and other (income) expense, net (1)
(3.3) (2.2) 34.0 (9.3)
Interest expense 14.3 7.5 37.0 22.5
Provision for (benefit from) income taxes 7.4 (16.3) 36.1 2.2
Equity investment earnings — — (0.2) —
Depreciation 10.3 9.3 30.1 28.8
Amortization 20.4 7.3 47.6 16.0
EBITDA 55.5 25.1 121.5 87.0
Restructuring and related charges (benefits) 17.3 (0.3) 16.9 0.9
Stock-based compensation 13.9 14.1 41.2 40.5
Change in fair value of contingent liability 2.6 2.5 24.3 (4.9)
Acquisition and integration related charges 0.7 13.3 12.4 16.7
Other charges (benefits) unrelated to core operating performance (2)
4.6 0.6 11.3 (1.3)
Amortization of acquisition related inventory step-up 0.9 1.7 6.1 1.7
Adjusted EBITDA $ 95.5 $ 57.0 $ 233.7 $ 140.6
Note: Certain totals may not add due to rounding.
(1) The Company incurred losses of $3.7 million and $46.2 million for the three and nine months ended March 28, 2026, respectively, in connection with the extinguishment of certain 1.625% Senior Convertible Notes and prepayments of the Term Loan B.
(2) Included in the three months ended March 28, 2026 are charges of $3.9 million related to the write off of property, plant and equipment and other charges unrelated to core operating performance. In addition, included in the nine months ended March 28, 2026 are $3.5 million of losses on disposal of long-lived assets, $2.1 million charge for restoration services for a VIAVI facility impacted by a fire and other charges unrelated to core operating performance. 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.
The preliminary financial schedules are estimated based on our current information.
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