MILPITAS, Calif., May 2, 2017 /PRNewswire/ --

Third Quarter


    --  GAAP and Non-GAAP net revenue of $196.0 million, down $24.4 million or
        (11.1)% year-over-year
    --  GAAP operating margin of (7.8)%, down 1,110 bps year-over-year
    --  Non-GAAP operating margin of 11.9%, remained relatively flat
        year-over-year
    --  GAAP EPS from continuing operations of $0.11, down (0.01) or (8.3)%
        year-over-year
    --  Non-GAAP EPS from continuing operations of $0.09, remained relatively
        flat year-over-year

Viavi (NASDAQ: VIAV) today reported results for its third fiscal quarter ended April 1, 2017. Amounts presented below are on a continuing operations basis unless otherwise noted.

GAAP net revenue was $196.0 million, with net income of $26.0 million, or $0.11 per share. Prior quarter GAAP net revenue was $206.5 million, with net income of $49.2 million or $0.21 per share. GAAP net revenue for the third quarter of fiscal 2016 was $220.4 million, with net income of $28.8 million, or $0.12 per share.

Non-GAAP net revenue was $196.0 million, with net income of $21.9 million, or $0.09 per share. Prior quarter non-GAAP net revenue was $206.5 million, with net income of $23.6 million, or $0.10 per share. Non-GAAP net revenue for the third quarter of fiscal 2016 was $220.4 million, with net income of $21.6 million, or $0.09 per share.

"We exceeded our EPS guidance range with a non-GAAP EPS of $0.09," said Oleg Khaykin, Viavi's President and Chief Executive Officer. "OSP revenue came in above expectations due to stronger than expected anti-counterfeiting demand, and in part offset weaker than expected NSE revenue that was impacted by weaker service provider and enterprise spend."

Khaykin added, "We continue to make progress in reducing NSE's operating expenses and expect to complete most of the restructuring of the SE business segment in this fiscal quarter. In addition, we are seeing the expected recovery in OSP's core revenue in second half of fiscal 2017."

Financial Overview:

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



    Third Quarter Ended April 1, 2017
    ---------------------------------


                                                                    GAAP Results

                                       Q3              Q2                   Q3                Change

                                     FY 2017         FY 2017              FY 2016        Q/Q         Y/Y
                                     -------         -------              -------        ---         ---

    Net revenue                               $196.0                              $206.5                 $220.4          (5.1)%             (11.1)%

    Gross margin                        59.7%                   60.4%                     59.6%                 (70) bps             10 bps

    Operating
     margin                            (7.8)%                    3.2%                      3.3%              (1,100) bps        (1,110) bps



                                                             Non-GAAP Results

                                       Q3              Q2                   Q3              Change

                                     FY 2017         FY 2017              FY 2016        Q/Q         Y/Y
                                     -------         -------              -------        ---         ---

    Net revenue                               $196.0                              $206.5                 $220.4          (5.1)%             (11.1)%

    Adj. Gross
     margin                             62.2%                   62.9%                     61.9%                 (70) bps             30 bps

    Adj.
     Operating
     margin                             11.9%                   13.0%                     11.9%                (110) bps              0 bps



                                                GAAP and Non-GAAP Net Revenue by Segment

                         Q3            % of Net            Q2                      Q3             Change

                       FY 2017          revenue         FY 2017                 FY 2016   Q/Q               Y/Y
                       -------          -------         -------                 -------   ---               ---

    Network Enablement          $103.4                     52.8%                          $117.0                $123.1  (11.6)%  (16.0)%

    Service Enablement     28.7                  14.6%                               40.6              35.2     (29.3)% (18.5)%

    Optical Security
     and Performance
     Products              63.9                  32.6%                               48.9              62.1       30.7%    2.9%
                                                 ----

    Total                       $196.0                    100.0%                          $206.5                $220.4   (5.1)%  (11.1)%
                                ======                     =====                           ======                ======    =====    ======

    --  Americas, Asia-Pacific and EMEA customers represented 43.8%, 20.6% and
        35.6%, respectively, of total net revenue for the quarter ended April 1,
        2017.
    --  As of April 1, 2017, the Company held $1,454.6 million in total cash and
        investments, which also includes marketable equity investments. As of
        April 1, 2017, the Company also had $1,110 million aggregate principal
        amount of Senior Convertible Notes with a net carrying value of $958.1
        million classified as Long-term debt.
    --  During the third quarter ended April 1, 2017 the Company sold 1.3
        million shares of the 11.7 million shares of Lumentum common stock
        retained as part of the spin-off of Lumentum. The Company generated net
        proceeds from these sales of $62.1 million and had 0.4 million shares
        remaining valued at $20.8 million at April 1, 2017.
    --  During the fiscal quarter ended April 1, 2017, the Company generated
        $17.3 million of cash from operations.
    --  The Company adjusted its historical Condensed Consolidated Statements of
        Operations, Condensed Consolidated Balance Sheets and reportable segment
        information to reflect the spin-off of the Lumentum business (formerly
        the Company's communications and commercial optical products business
        segment and WaveReady product line) on August 1, 2015. The Lumentum
        business' adjusted results are reflected as discontinued operations for
        the periods reported in the Company's GAAP Condensed Consolidated
        Statement of Operations and reportable segment information.

Business Outlook for the Fourth Quarter of Fiscal 2017

For the fourth quarter of fiscal 2017 ending July 1, 2017, the Company expects non-GAAP net revenue to be between $188 million to $204 million and non-GAAP earnings per share to be $0.07 to $0.09. With respect to our expectations above, the Company has not reconciled non-GAAP net income per share to GAAP net income (loss) per share in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the "Use of Non-GAAP (Adjusted) Financial Measures" section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including restructuring and related charges and gain on sale of investments. In addition, the Company believes such reconciliations would imply a degree of precision that would 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 May 2, 2017 in a live webcast, which will also be archived for replay on the Company's website at www.viavisolutions.com/investors. The Company will post supplementary slides outlining the Company's latest financial results on www.viavisolutions.com/investors under the "Quarterly Results" section concurrently with this earnings press release. This press release 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: VIAV) is a global provider of network test, monitoring and assurance solutions to communications service providers, enterprises and their ecosystems, supported by a worldwide channel community including Viavi Velocity Solution Partners. We deliver end-to-end visibility across physical, virtual and hybrid networks, enabling customers to optimize connectivity, quality of experience and profitability. Viavi is also a leader in high performance thin film optical coatings, providing light management solutions to anti-counterfeiting, consumer electronics, automotive, defense and instrumentation markets. Learn more about Viavi at www.viavisolutions.com. Follow us on Viavi Perspectives, LinkedIn, Twitter, YouTube and Facebook.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company's ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our customer base; (d) customer purchasing delays as they assess or transition to new technologies and/or new architectures, which limit near-term demand visibility, and could negatively impact potential revenue; (e) continued decline of average selling prices across our businesses; (f) notable seasonality and a significant level of in-quarter book-and-ship business; (g) various product and manufacturing transfers, site consolidations, product discontinuances and the restructuring and workforce reduction plan announced in January 2017 that have caused and may cause short-term disruptions; (h) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; and (i) inherent uncertainty related to global markets and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the "Risk Factors" section included in the Company's Annual Report on Form 10-K for the fiscal year ended July 2, 2016 filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.

Contact Information

Investors:
Bill Ong
408-404-4512
bill.ong@viavisolutions.com

Press:
Amit Malhotra
202-341-8624
amit.malhotra@viavisolutions.com

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

-SELECTED PRELIMINARY FINANCIAL DATA -


                                                                                   VIAVI SOLUTIONS INC.

                                                                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                           (in millions, except per share data)

                                                                                        (unaudited)

                                                                                        PRELIMINARY


                                                Three Months Ended                                  Nine Months Ended

                                       April 1, 2017              April 2, 2016               April 1, 2017            April 2, 2016
                                       -------------              -------------               -------------            -------------

    Net revenue                                          $196.0                                                 $220.4                   $613.3   $682.2

    Cost of revenues                            75.4                                    85.0                                     235.4     255.6

    Amortization of
     acquired technologies                       3.6                                     4.1                                      11.1      13.0

    Gross profit                               117.0                                   131.3                                     366.8     413.6
                                               -----                                   -----                                     -----     -----

    Operating expenses:

    Research and
     development                                34.1                                    40.0                                     106.1     126.0

    Selling, general and
     administrative                             76.2                                    80.6                                     228.5     261.3

    Amortization of other
     intangibles                                 3.5                                     3.6                                      10.4      11.1

    Restructuring and
     related charges                            18.4                                   (0.1)                                     20.2       1.7


    Total operating
     expenses                                  132.2                                   124.1                                     365.2     400.1
                                               -----                                   -----                                     -----     -----

    (Loss) income from
     operations                               (15.2)                                    7.2                                       1.6      13.5

    Interest and other
     income (expense), net                       5.0                                     0.8                                      10.1       1.4

    Gain on sale of
     investments                                51.2                                    39.8                                     186.6      39.8

    Interest expense                          (10.7)                                  (9.1)                                   (29.3)   (26.7)


    Income from continuing
     operations before
     taxes                                      30.3                                    38.7                                     169.0      28.0

    Provision for income
     taxes                                       4.3                                     9.9                                      15.8      13.9


    Income from continuing
     operations, net of
     taxes                                      26.0                                    28.8                                     153.2      14.1

    Income (loss) from
     discontinued
     operations, net of
     taxes                                         -                                    5.0                                         -   (45.4)


    Net income (loss)                                     $26.0                                                  $33.8                   $153.2  $(31.3)
                                                          =====                                                  =====                   ======   ======


    Net income (loss) per share from -
     basic:

    Continuing operations                                 $0.11                                                  $0.13                    $0.66    $0.06

    Discontinued
     operations                                    -                                   0.02                                         -   (0.19)

    Net income (loss)                                     $0.11                                                  $0.15                    $0.66  $(0.13)
                                                          =====                                                  =====                    =====   ======


    Net income (loss) per share from -
     diluted:

    Continuing operations                                 $0.11                                                  $0.12                    $0.65    $0.06

    Discontinued
     operations                                    -                                   0.02                                         -   (0.19)

    Net income (loss)                                     $0.11                                                  $0.14                    $0.65  $(0.13)
                                                          =====                                                  =====                    =====   ======


    Shares used in per
     share calculation -
     basic                                     229.4                                   232.0                                     230.8     234.4

    Shares used in per-
     share calculation -
     diluted                                   234.6                                   234.6                                     235.9     237.4



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



                                           VIAVI SOLUTIONS INC.

                                  CONDENSED CONSOLIDATED BALANCE SHEETS

                                         (in millions, unaudited)

                                               PRELIMINARY


                                               April 1, 2017              July 2, 2016
                                               -------------            ------------

    ASSETS

    Current assets:

    Cash and cash
     equivalents                                                 $964.2                     $482.9

    Short-term
     investments                                       478.6                        484.7

    Restricted
     cash                                               11.8                         12.2

    Accounts
     receivable,
     net                                               142.6                        148.4

    Inventories,
     net                                                46.8                         51.4

    Prepayments
     and other
     current
     assets                                             53.5                         32.1

    Total current
     assets                                          1,697.5                      1,211.7

    Property,
     plant and
     equipment,
     net                                               134.6                        133.0

    Goodwill                                           150.7                        152.1

    Intangibles,
     net                                                37.6                         59.9

    Deferred
     income taxes                                      108.0                        108.8

    Other non-
     current
     assets                                             12.3                         12.6

    Total assets                                               $2,140.7                   $1,678.1
                                                               ========                   ========

    LIABILITIES AND STOCKHOLDERS'
     EQUITY

    Current liabilities:

    Accounts
     payable                                                      $34.7                      $47.0

    Accrued
     payroll and
     related
     expenses                                           47.5                         44.9

    Deferred
     revenue                                            67.3                         78.6

    Accrued
     expenses                                           27.7                         24.9

    Other current
     liabilities                                        69.8                         31.0

    Total current
     liabilities                                       247.0                        226.4

    Long-term debt                                     958.1                        583.3

    Other non-
     current
     liabilities                                       164.4                        179.1

    Total
     stockholders'
     equity                                            771.2                        689.3
                                                       -----                        -----

    Total
     liabilities
     and
     stockholders'
     equity                                                    $2,140.7                   $1,678.1
                                                               ========                   ========



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



                                                                                                                                    VIAVI SOLUTIONS INC.

                                                                                                                               REPORTABLE SEGMENT INFORMATION

                                                                                                                                  (in millions, unaudited)

                                                                                                                                         PRELIMINARY


                                                                              Three Months Ended April 1, 2017

                           Network and Service Enablement

                             Network                 Service           Network and                Optical             Total Segment               Reconciling Consolidated
                            Enablement              Enablement           Service               Security and             Measures                     Items    GAAP Measures
                                                                       Enablement              Performance
                                                                                                 Products
                           -----------             -----------        ------------            -------------          --------------              ------------ -------------

    Net revenue                           $103.4                                       $28.7                                              $132.1                                  $63.9                        $196.0       $ - $196.0


    Gross profit                  67.5                           17.7                                    85.2                                36.7                         121.9                (4.9)                  117.0

    Gross margin                 65.3%                         61.7%                                  64.5%                              57.4%                        62.2%                                 59.7%


    Operating (loss)income                                                 (4.4)                                27.8                                    23.4                  (38.6)                 (15.2)

    Operating margin                                                      (3.3)%                               43.5%                                  11.9%                             (7.8)%


                                                                              Three Months Ended April 2, 2016

                           Network and Service Enablement

                             Network                 Service           Network and                Optical             Total Segment               Reconciling Consolidated
                            Enablement              Enablement           Service               Security and             Measures                     Items    GAAP Measures
                                                                       Enablement              Performance
                                                                                                 Products
                           -----------             -----------        ------------            -------------          --------------              ------------ -------------

    Net revenue                           $123.1                                       $35.2                                              $158.3                                  $62.1                        $220.4       $ - $220.4


    Gross profit                  80.7                           19.8                                   100.5                                35.9                         136.4                (5.1)                  131.3

    Gross margin                 65.6%                         56.3%                                  63.5%                              57.8%                        61.9%                                 59.6%


    Operating (loss)income                                                 (0.1)                                26.3                                    26.2                  (19.0)                    7.2

    Operating margin                                                      (0.1)%                               42.4%                                  11.9%                               3.3%


                            Three Months Ended

                   April 1, 2017             April 2, 2016
                   -------------             -------------

    Corporate
     reconciling
     items
     impacting
     gross
     profit:

    Total
     segment
     gross
     profit                         $121.9                              $136.4

    Stock-
     based
     compensation          (0.7)                            (1.1)

     Amortization
     of
     intangibles           (3.6)                            (4.1)

    Other
     charges
     unrelated
     to core
     operating
     performance
     (1)                  (0.6)                              0.1
                                                              ---

    GAAP gross
     profit                         $117.0                        131.3
                                    ======                        =====


    Corporate
     reconciling
     items
     impacting
     operating
     income:

    Total
     segment
     operating
     income                          $23.4                               $26.2

    Stock-
     based
     compensation          (8.1)                            (9.1)

     Amortization
     of
     intangibles           (7.1)                            (7.7)

    Other
     charges
     unrelated
     to core
     operating
     performance
     (1)                  (5.0)                            (2.3)

     Restructuring
     and
     related
     charges              (18.4)                              0.1

    GAAP
     operating
     (loss)income
     from
     continuing
     operations                    $(15.2)                               $7.2
                                    ======                                ====



    (1)              During the three months ended April 1,
                     2017 and April 2, 2016, other charges
                     unrelated to core operating performance
                     primarily consisted of  write-down of
                     fixed assets, site consolidations,
                     reorganizations, transformational
                     initiatives such as the implementation
                     of simplified automated processes and
                     the insourcing or outsourcing of
                     activities.


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


                                                                                                                              VIAVI SOLUTIONS INC.

                                                                                                                         REPORTABLE SEGMENT INFORMATION

                                                                                                                            (in millions, unaudited)

                                                                                                                                   PRELIMINARY


                                                                           Nine Months Ended April 1, 2017

                     Network and Service Enablement

                       Network                 Service           Network and              Optical Security           Total Segment              Reconciling Consolidated
                      Enablement              Enablement           Service                and Performance              Measures                    Items    GAAP Measures
                                                                 Enablement                   Products
                     -----------             -----------        ------------             ----------------           --------------             ------------ -------------

    Net revenue                     $339.0                                       $105.7                                                 $444.7                                  $168.6                     $613.3       $ - $613.3


    Gross profit           219.5                           66.1                                        285.6                               96.5                         382.1               (15.3)                366.8

    Gross margin           64.7%                         62.5%                                       64.2%                             57.2%                        62.3%                               59.8%


    Operating income                                                   5.7                                     72.1                                    77.8                   (76.2)                1.6

    Operating margin                                                  1.3%                                   42.8%                                  12.7%                              0.3%


                                                                           Nine Months Ended April 2, 2016

                     Network and Service Enablement

                       Network                 Service           Network and              Optical Security           Total Segment              Reconciling Consolidated
                      Enablement              Enablement           Service                and Performance              Measures                    Items    GAAP Measures
                                                                 Enablement                   Products
                     -----------             -----------        ------------             ----------------           --------------             ------------ -------------

    Net revenue                     $377.1                                       $120.0                                                 $497.1                                  $185.1                     $682.2       $ - $682.2


    Gross profit           247.0                           77.7                                        324.7                              105.7                         430.4               (16.8)                413.6

    Gross margin           65.5%                         64.8%                                       65.3%                             57.1%                        63.1%                               60.6%


    Operating income                                                  10.3                                     75.1                                    85.4                   (71.9)               13.5

    Operating margin                                                  2.1%                                   40.6%                                  12.5%                              2.0%



                              Nine Months Ended

                    April 1, 2017             April 2, 2016
                    -------------             -------------

    Corporate
     reconciling
     items
     impacting
     gross profit:

    Total segment
     gross profit                    $382.1                          $430.4

    Stock-based
     compensation           (2.7)                             (3.7)

    Amortization of
     intangibles           (11.1)                            (13.0)

    Other charges
     unrelated to
     core operating
     performance
     (1)                   (1.5)                             (0.1)
                             ----

    GAAP gross
     profit                          $366.8                          $413.6
                                     ======                          ======


    Corporate
     reconciling
     items
     impacting
     operating
     income:

    Total segment
     operating
     income                           $77.8                           $85.4

    Stock-based
     compensation          (25.9)                            (34.0)

    Amortization of
     intangibles           (21.5)                            (24.1)

    Other charges
     unrelated to
     core operating
     performance
     (1)                   (8.6)                            (12.1)

    Restructuring
     and related
     charges               (20.2)                             (1.7)
                            -----                               ----

    GAAP operating
     income from
     continuing
     operations                        $1.6                           $13.5
                                       ====                           =====



    (1)              During the nine months ended April 1, 2017 and
                     April 2, 2016, other charges unrelated to core
                     operating performance primarily consisted of
                     write-down of fixed assets, site
                     consolidations, reorganizations,
                     transformational initiatives such as the
                     implementation of simplified automated
                     processes,  the insourcing or outsourcing of
                     activities and Viavi-specific incremental
                     charges for professional fees and additional
                     personnel costs to complete the separation.


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

Use of Non-GAAP (Adjusted) Financial Measures

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

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

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

Cost of revenues, costs of research and development and costs of selling, general and administrative: The Company's GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, equipment and intangibles that have been identified for disposal but remained in use until the date of disposal, (ii) workforce related charges such as severance, retention bonuses and employee relocation costs related to formal restructuring plans (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, and (v) other charges unrelated to our core operating performance comprising mainly of one-time acquisition, integration, litigation and other costs and contingencies unrelated to current and future operations, including Viavi-specific incremental charges for professional fees and additional personnel costs to complete the separation as well as transformational initiatives such as the implementation of simplified automated processes, site consolidations, reorganizations, and the insourcing or outsourcing of activities and severance related costs related to the exit of key executives. The Company excludes these items in calculating non-GAAP gross margin, non-GAAP operating income, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company's core operational performance.

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

Non-cash interest expense and other income: The Company incurred non-cash interest expense accretion of the debt discount on its convertible debt instruments. The Company from time to time recognizes certain non-operating income in its GAAP presentation of other income (expense), net. The Company eliminates these items in calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, because it believes that in so doing, it can provide investors a clearer and more consistent view of the Company's core operating performance.

Gain or loss on sale of available for-sale investments: The Company has sold available-for-sale investments and includes the impact of these activities in its GAAP presentation of net income (loss) and net income (loss) per share. The Company's core business does not include making financial investments in third parties. Moreover, the amount and timing of gains and losses on the sale of available-for-sale investments are unpredictable. Consequently, the Company excludes these items in calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA because it believes gains or losses on these sales are not related to the Company's ongoing core business and operating performance.

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

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

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



                                                                                                                                                                        VIAVI SOLUTIONS INC.

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

                                                                                                                                                                (in millions, except per share data)

                                                                                                                                                                            (unaudited)

                                                                                                                                                                            PRELIMINARY

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


                                                                           Three Months Ended                                                            Nine Months Ended

                                                            April 1, 2017                          April 2, 2016                            April 1, 2017                              April 2, 2016

                                                     Net income           Diluted               Net income           Diluted                 Net income             Diluted                 Net income
                                                       (loss)                                     (loss)                                       (loss)                                         (loss)              Diluted
                                                                                                                                                                     EPS                                           EPS
                                                                           EPS                                        EPS
                                                                                                                                                                                                                       ---

    GAAP measures from continuing
     operations                                                    $26.0                                       $0.11                                         $28.8                                           $0.12                       $153.2                    $0.65   $14.1 $0.06

    Items reconciling GAAP net loss and EPS from
     continuing operations to non-GAAP net
     income and EPS:


    Related to cost of revenues:

    Stock-based compensation                                0.7                               -                            1.1                                   -                                   2.7                        0.01                   3.7          0.02

    Other charges unrelated to
     core operating performance
     (1)                                                   0.6                               -                          (0.1)                                  -                                   1.5                        0.01                   0.1             -

    Amortization of acquired
     technologies                                           3.6                            0.02                             4.1                                0.02                                   11.1                        0.05                  13.0          0.05


    Total related to gross profit                           4.9                            0.02                             5.1                                0.02                                   15.3                        0.06                  16.8          0.07
                                                            ---                            ----                             ---                                ----                                   ----                        ----                  ----          ----


    Related to operating expenses:

    Research and development:

    Stock-based compensation                                1.3                            0.01                             2.0                                0.01                                    4.6                        0.02                   6.7          0.03

    Other charges unrelated to
     core operating performance
     (1)                                                   2.3                            0.01                             0.8                                   -                                   3.1                        0.01                   2.9          0.01

    Selling, general and administrative:

    Stock-based compensation                                6.1                            0.03                             6.0                                0.03                                   18.6                        0.08                  23.6          0.10

    Other charges unrelated to
     core operating performance
     (1)                                                   2.1                            0.01                             1.6                                0.01                                    4.0                        0.02                   9.1          0.04

    Amortization of other
     intangibles                                            3.5                            0.01                             3.6                                0.02                                   10.4                        0.04                  11.1          0.05

    Restructuring and related
     charges                                               18.4                            0.08                           (0.1)                                  -                                  20.2                        0.09                   1.7          0.01


    Total related to operating
     expenses                                              33.7                            0.14                            13.9                                0.06                                   60.9                        0.26                  55.1          0.23
                                                           ----                            ----                            ----                                ----                                   ----                        ----                  ----          ----


    Gain on sale of investments
     (2)                                                (51.2)                         (0.22)                         (39.8)                             (0.17)                                (186.6)                     (0.79)               (39.8)       (0.17)

    Non-cash interest expense and
     other income                                           7.9                            0.03                             6.8                                0.03                                   21.9                        0.09                  19.9          0.08

    Income taxes                                            0.6                               -                            6.8                                0.03                                    2.5                        0.01                   0.1             -


    Total related to net income
     and EPS                                              (4.1)                         (0.02)                          (7.2)                             (0.03)                                 (86.0)                     (0.36)                 52.1          0.22
                                                           ----                           -----                            ----                               -----                                  -----                       -----                  ----          ----

    Non-GAAP measures from
     continuing operations                                         $21.9                                       $0.09                                         $21.6                                           $0.09                        $67.2                    $0.28   $66.2 $0.28
                                                                   =====                                       =====                                         =====                                           =====                        =====                    =====   ===== =====


    Shares used in per share calculation for
     Non-GAAP EPS                                                          234.6                                                   234.6                                                         235.9                                 237.4
    ----------------------------------------

    Note: Certain totals may not add due to rounding



    (1)              During the three and nine months ended April 1,
                     2017 and April 2, 2016, other charges unrelated
                     to core operating performance primarily
                     consisted of   write-down of fixed assets,
                     site consolidations, reorganizations,
                     transformational initiatives such as the
                     implementation of simplified automated
                     processes and the insourcing or outsourcing of
                     activities as well as Viavi-specific
                     incremental charges for professional fees and
                     additional personnel costs to complete the
                     separation.

    (2)              During the three and nine months ended April 1,
                     2017, the Company sold 1.3 million shares and
                     6.9 million shares, respectively of the 11.7
                     million shares of Lumentum common stock which
                     was retained as part of the separation of
                     Lumentum. The Company recognized a realized
                     gain of $51.2 million and $186.5 million on the
                     sale. During the three and nine months ended
                     April 2, 2016, the Company sold  2.5 million
                     shares and 2.5 million shares, respectively of
                     the 11.7 million shares of Lumentum common
                     stock which was retained as part of the
                     separation of Lumentum. The Company recognized
                     a realized gain of $39.7 million and $39.7
                     million on the sale.


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



                                                                      VIAVI SOLUTIONS INC.

                                          RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA

                                                                    (in millions, unaudited)

                                                                           PRELIMINARY


                                     Three Months Ended                               Nine Months Ended

                            April 1, 2017            April 2, 2016               April 1, 2017            April 2, 2016
                            -------------                                        -------------            -------------

    GAAP net income from
     continuing operations                   $26.0                                                 $28.8                    $153.2   $14.1

    Interest and other
     income (expense), net          (5.0)                                (0.8)                                   (10.1)    (1.4)

    Gain on sale of
     investments (1)               (51.2)                               (39.8)                                  (186.6)   (39.8)

    Interest expense                 10.7                                   9.1                                      29.3      26.7

    Income taxes                      4.3                                   9.9                                      15.8      13.9

    Depreciation                      6.7                                   8.1                                      22.2      26.1

    Amortization                      7.1                                   7.7                                      21.5      24.1
                                      ---                                                                           ----      ----

    EBITDA from continuing
     operations                     (1.4)                                 23.0                                      45.3      63.7
                                     ----                                  ----                                      ----      ----

    Costs related to
     restructuring and
     related charges                 18.4                                 (0.1)                                     20.2       1.7

    Costs related to stock-
     based compensation               8.1                                   9.1                                      25.9      34.0

    Other charges unrelated
     to core operating
     performance (2)                  5.0                                   2.3                                       8.6      12.1

    Adjusted EBITDA from
     continuing operations                   $30.1                                                 $34.3                    $100.0  $111.5
                                             =====                                                 =====                    ======  ======



    (1)              During the three and nine months ended April 1,
                     2017, the Company sold 1.3 million shares and
                     6.9 million shares, respectively of the 11.7
                     million shares of Lumentum common stock which
                     was retained as part of the separation of
                     Lumentum. The Company recognized a realized
                     gain of $51.2M and $186.5M on this sale. During
                     the three and nine months ended April 2, 2016,
                     the Company sold 2.5 million shares and 2.5
                     million shares, respectively of the 11.7
                     million shares of Lumentum common stock which
                     was retained as part of the separation of
                     Lumentum. The Company recognized a realized
                     gain of $39.7 million and $39.7 million on the
                     sale.


    (2)              During the three and nine months ended April 1,
                     2017 and April 2, 2016, other charges unrelated
                     to core operating performance primarily
                     consisted of  write-down of fixed assets, site
                     consolidations, reorganizations,
                     transformational initiatives such as the
                     implementation of simplified automated
                     processes and the insourcing or outsourcing of
                     activities as well as Viavi-specific
                     incremental charges for professional fees and
                     additional personnel costs to complete the
                     separation.


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

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/viavi-announces-third-quarter-fiscal-2017-results-300449948.html

SOURCE Viavi