Viavi Solutions Inc. · NASDAQ:VIAV

Viavi Solutions — Debt Investor Presentation (May 2025)

43 slides from Viavi Solutions's debt investor presentation, May 19, 2025

1. Slide 1: Lender Presentation May 2025

   © VIAVI Solutions Inc. 12025 Lender Presentation May 2025 Special Notice Regarding Publicly Available Information THE COMPANY HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO

2. Slide 2: Disclaimers

   © VIAVI Solutions Inc. 22025 Disclaimers ▪ General Disclaimer – This presentation is not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The information contained in this

3. Slide 3: Notice and Undertaking: Confidentiality

   © VIAVI Solutions Inc. 32025 This Lender Presentation (the “Lender Presentation") has been prepared solely for informational purposes from information supplied by or on behalf of Viavi Solutions Inc. (the "Company"), and is being furnished by Wells Fargo Securities, LLC (the "Arranger") to you in yo

4. Slide 4: Information (cont.)

   © VIAVI Solutions Inc. 42025 II. Information (cont.) The Evaluation Material has been prepared to assist interested parties in making their own evaluation of the Company and the Facility and does not purport to be all-inclusive or to contain all of the information that a prospective participant may

5. Slide 5: Public-Side Lenders Letter

   © VIAVI Solutions Inc. 52025 5/19/2025 Wells Fargo Securities, LLC Attention: Lenders Ladies and Gentlemen: We refer to the proposed $600,000,000 Term Loan B (together, the "Facility") for Viavi Solutions Inc. (the "Company") that you are arranging at our request, and the Lender Presentation and inf

6. Slide 6: Today's Presenters

   © VIAVI Solutions Inc. 62025 Today’s Presenters Oleg Khaykin, President and CEO ▪ Joined VIAVI as President and CEO in February 2016 ▪ Previously served as a Senior Advisor with Silver Lake Partners from 2015 ▪ Mr. Khaykin was President and CEO of International Rectifier from 2008 until its acquisit

7. Slide 7: Table of Contents

   © VIAVI Solutions Inc. 72025 Table of Contents 1 Transaction Overview VIAVI Solutions Overview2 4 Business Highlights Financial Overview6 Recent Transactions3 Appendix7 5 Credit Highlights

8. Slide 8: Transaction Overview

   © VIAVI Solutions Inc. 82025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC Transaction Overview

9. Slide 9: Transaction Summary

   © VIAVI Solutions Inc. 92025 Transaction Summary Transaction Overview ▪ VIAVI Solutions Inc. (“VIAVI” or “the Company”) has agreed to acquire the Spirent Divestiture (“Spirent HSE” or “SPT HSE”) from Keysight Technologies (“Keysight”) in an all-cash acquisition valued at $425 million ▪ VIAVI origina

10. Slide 10: Sources & Uses and Pro Forma Capitalization

    © VIAVI Solutions Inc. 102025 ($ in Millions) 3/29/25 PF Cap Cum. EBITDA 3/29/25 PF Cap PF EBITDA Mult Unadjusted Mult Adjustments at Close 100% Synergies $ x $ $ x Cash $400.2 $148.6 $548.8 New ABL Revolver ($200 Million) 0.0 0.0 New Term Loan B 0.0 600.0 600.0 Total Secured Debt $0.0 0.0x $600.0 2

11. Slide 11: VIAVI Solutions Overview

    © VIAVI Solutions Inc. 112025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC VIAVI Solutions Overview

12. Slide 12: VIAVI at a Glance

    © VIAVI Solutions Inc. 122025 72% 28% 39% 36% 25% Americas APAC EMEA Formed in1 Employees Patents Issued Channel Partners LTM2 Revenue LTM2 EBITDA Diverse Portfolio Spanning A Number Of Key Growth Markets Key Products Segments NSE OSP Key Markets2 Anti-Counterfeiting Mobile 3D Sensing Aerospace/Defe

13. Slide 13: Broadly Diversified Customer and Geographical Model

    © VIAVI Solutions Inc. 132025 36% 39% 25% Broadly Diversified Customer and Geographical Model Revenue by Geography Customer Diversification1 Illustrative Customer List Only 1 Customer >10% NSE OSP 200+ Service Provider Networks 300+ Channel Partners Source: Company filings, Management Note: 1 Chart

14. Slide 14: NSE and OSP Segment Revenue and Margins

    © VIAVI Solutions Inc. 142025 $218 $289 $287 $361 $343 $305 $298 $296 53% 50% 53% 60% 56% 52% 52% 53% 36% 34% 36% 45% 41% 37% 36% 35% FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 LTM¹ $658 $841 $850 $838 $949 $801 $702 $750 63% 65% 65% 64% 65% 64% 63% 63% 7% 12% 13% 11% 16% 8% 1% 5% FY2018 FY201

15. Slide 15: NSE – Revenues of Key Product Segments

    © VIAVI Solutions Inc. 152025 NSE – Revenues of Key Product Segments NE (64% of LTM Revenue1) SE (8% of LTM Revenue1) Field (~60% of NE) Lab (~40% of NE) Used by NEMs/Optical component makers for next-gen network design, testing and production Designed to be mobile; for performance of installation a

16. Slide 16: OSP – Key Products and Applications

    © VIAVI Solutions Inc. 162025 OSP – Key Products and Applications + High-performance filters for Advanced Sensors + Numerous High-Growth Applications - In-cabin monitoring - Facial / Gesture recognition - ADAS/LiDAR (Autonomous Driving) Automotive ADAS / LIDAR Aerospace and Defense + Applications in

17. Slide 17: Recent Transactions

    © VIAVI Solutions Inc. 172025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC Recent Transactions

18. Slide 18: Acquisitions Overview – Spirent (HSE) & Inertial Labs

    © VIAVI Solutions Inc. 182025 ▪ Provides a complementary addition to VIAVI's Ethernet testing platform ▪ Provides immediate infusion of software, hardware and protocol domain expertise across network layers to enhance VIAVI's engagement in the growing Ethernet, Security, AI, and digital infrastructu

19. Slide 19: Spirent HSE at a Glance

    © VIAVI Solutions Inc. 192025 Spirent HSE at a Glance Source: Management Presentation, Deloitte QoE, EY FDD report. Please see "Spirent and Spirent HSE" on the "Disclaimers" slide on page 2 of this presentation Note: Fiscal year ends Dec 31; 1 SAM comprised of high-speed Ethernet, automotive, securi

20. Slide 20: Spirent HSE: Key Verticals, Products & Applications

    © VIAVI Solutions Inc. 202025 Spirent HSE: Key Verticals, Products & Applications Source: Company filings, presentation, website Note: 1 TSN defined as Time Sensitive Network Market Trends Select Applications Key Geographies Other (Security Solutions, Auto Solutions and Calnex)Spirent TestCenter Cus

21. Slide 21: Strategic Rationale for a Combination of VIAV + SPT HSE

    © VIAVI Solutions Inc. 212025 Strategic Rationale for a Combination of VIAV + SPT HSE Creates a Comprehensive Network Test and Measurement Solutions Provider Complements existing product portfolio with solutions that fit neatly into VIAVI’s existing Network Service Enablement tools to provide custom

22. Slide 22: Business Highlights

    © VIAVI Solutions Inc. 222025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC Business Highlights

23. Slide 23: Key Business Highlights

    © VIAVI Solutions Inc. 232025 Key Business Highlights 2 EXPANSION INTO ATTRACTIVE VERTICALS 3 EXTENSIVE EXPERIENCE WITH M&A EXECUTION AND INTEGRATION 1 ENTRY INTO HIGH-GROWTH ETHERNET TEST FOR AI INFRASTRUCTURE 4 LED BY AN ACCOMPLISHED MANAGEMENT TEAM AND BOARD

24. Slide 24: Expanding into Ethernet Test for AI Infrastructure

    © VIAVI Solutions Inc. 242025 $680 $800 2023A 2027E Source: Management Note: 1 SAM per Spirent Management estimates utilizing Dell’Oro data further adjusted by VIAVI management Expanding into Ethernet Test for AI Infrastructure 1 Spirent HSE Serviceable Addressable Market1 ($ in Millions) High-Speed

25. Slide 25: Expansion into Attractive Verticals

    © VIAVI Solutions Inc. 252025 Cloud Service Providers 5G Private Networks6G+ Enterprise IT/ Networks Position, Navigation and Timing Data Center and AI Buildout (HSE) (HSE) (HSE) Expansion into Attractive Verticals Complementary test and measurement solutions for high- speed Ethernet N S E O S P A L

26. Slide 26: Extensive Experience with M&A Execution and Integration

    © VIAVI Solutions Inc. 262025 Extensive Experience with M&A Execution and Integration JDSU renamed to VIAVI and spins-off Lumentum 2015 Source: Company filings, website Acquires Inertial Labs to expand PNT solutions Announces acquisition of SPT HSE (HSE) 2016 2017 2018 2019 2020 2021 2022 2023 2024

27. Slide 27: Experienced Management Team

    © VIAVI Solutions Inc. 272025 Experienced Management Team Michael Seidl SVP, Business Management Joined 2016 Paul McNab EVP, CMO and CSO Joined 2014 Oleg Khaykin President and CEO1 Joined 2016 Ilan Daskal EVP and CFO Joined 2023 Luke Scrivanich SVP & General Manager, OSP Joined 2008 Gary Staley SVP,

28. Slide 28: Credit Highlights

    © VIAVI Solutions Inc. 282025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC Credit Highlights

29. Slide 29: Key Credit Highlights

    © VIAVI Solutions Inc. 292025 Key Credit Highlights 2 TARGETED COST SAVINGS SYNERGIES ADD TO AN ALREADY ATTRACTIVE PRO FORMA FINANCIAL PROFILE 1 ADDED SCALE AND ACCRETIVE TO GROSS MARGIN CONSERVATIVE FINANCIAL POLICY & HEALTHY CASH FLOW GENERATION OFFER STEADY PATH TO DELEVER3

30. Slide 30: Spirent HSE Adds Scale and is Accretive to Gross Margin

    © VIAVI Solutions Inc. 302025 Source: Deloitte QoE, Financial due diligence report as communicated by Spirent and management presentation. Please see "Spirent and Spirent HSE" on the "Disclaimers" slide on page 2 of this presentation. Note: Fiscal year ends Dec 31; 1 Represents CY2024A SPT HSE non-G

31. Slide 31: Synergies Contribute to Attractive PF Financial Profile

    © VIAVI Solutions Inc. 312025 Revenue $1,090 $178 $0 $1,268 Gross Margin 60% ~70% - ~61% EBITDA $187 $42 ~$16 $245 EBITDA Margin 17% 23% - 19% (HSE) Synergies Contribute to Attractive PF Financial Profile Source: Company Management and Company Filings. Please see "Spirent and Spirent HSE" on the "Di

32. Slide 32: Prudent Financial Management – Net Leverage

    © VIAVI Solutions Inc. 322025 ($ in Millions) Net Leverage (0.1x) 0.4x 1.1x 1.0x 1.4x Strong CF Generation & Conversion Through the Cycle Operating Cash Flow Free Cash Flow Cash Conversion Ratio Source: Company filings Note: Free Cash Flow defined as Net Cash Provided by Operating Activities less Ca

33. Slide 33: Conservative Financial Policy

    © VIAVI Solutions Inc. 332025 Conservative Financial Policy Conservative Balance Sheet and Liquidity Management + Prioritizing debt paydown utilizing free cash flow generation + Expect profile to improve over time given management’s conservative financial policy and focus on deleveraging. Target lev

34. Slide 34: Financial Overview

    © VIAVI Solutions Inc. 342025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC Financial Overview

35. Slide 35: VIAVI Historical Financials

    © VIAVI Solutions Inc. 352025 $289 $323 $208 $153 $178 FY2021A FY2022A FY2023A FY2024A LTM 3Q25A $752 $809 $669 $595 $627 FY2021A FY2022A FY2023A FY2024A LTM 3Q25A Source: Company filings Note: Gross and EBITDA margin reflects non-GAAP figures; Fiscal year ends Jun 29; LTM as of 3/29/2025 as reporte

36. Slide 36: Revenue Trends

    © VIAVI Solutions Inc. 362025 13.5% 18.7% 14.9% 15.1% 13.2% 8.9% 1.4% 5.8% 0.9% 3.6% -1.8% 1.8% -4.6% 8.7% 10.4% 44.1% 39.2% 39.3% 38.6% 42.3% 35.5% 36.6% 29.5% 37.8% 36.4% 34.3% 34.8% 39.6% 32.4% 33.9% 22.7% 23.3% 21.5% 21.3% 21.7% 16.2% 11.4% 11.7% 12.4% 13.2% 9.3% 10.9% 10.0% 14.9% 16.7% FQ1'22 F

37. Slide 37: Potential Business Impact Due to New Tariff Policy

    © VIAVI Solutions Inc. 372025 Source: Company Transcript Potential Business Impact Due to New Tariff Policy Initial Analysis on Tariff Impacts This is an evolving situation. The following analysis was done assuming the reciprocal tariffs, based on Country of Origin, as of April 10, 2025 are in place

38. Slide 38: VIAVI Historical Financial and Credit Metrics

    © VIAVI Solutions Inc. 382025 $289 $323 $208 $153 $178 19.7x 14.1x 8.2x 5.9x 7.1x FY2021A FY2022A FY2023A FY2024A LTM 3Q25A $1,004 $770 $698 $650 $566 FY2021A FY2022A FY2023A FY2024A LTM 3Q25A Gross Leverage VIAVI Historical Financial and Credit Metrics Gross and Net Leverage EBITDA1 Free Cash Flow2

39. Slide 39: Appendix

    © VIAVI Solutions Inc. 392025 © 2024 VIAVI SOLUTIONS INC © 2024 VIAVI SOLUTIONS INC Appendix

40. Slide 40: Moderate Leverage Profile with Ample Liquidity

    © VIAVI Solutions Inc. 402025 $549 $250 $400 $600 $200 $749 Liquidity 2025 2026 2027 2028 2029 2030 2031 2032 Moderate Leverage Profile with Ample Liquidity ▪ Pro Forma for transaction, 5.1x gross and 2.9x net leverage at close ▪ Total liquidity of $749M consisting of $549M of cash and $200M senior

41. Slide 41: Pro Forma Cash Bridge

    © VIAVI Solutions Inc. 412025 Pro Forma Cash Bridge Source: Company Filings, Company Information, Management Estimates Note: 1 Fees and Expenses based on the $600M TLB scenario include: 1.50% TLB UW fee for $425M committed, 0.50% TLB best efforts fee for $175M, ~$4.5M advisory fees, ~$6M legal fees,

42. Slide 42: Pro Forma Adj. EBITDA Reconciliation

    © VIAVI Solutions Inc. 422025 ($ in Millions) LTM Mar-25 VIAVI Adj. EBITDA $177.5 Inertial Labs Adj. EBITDA (10 Months of CY24) 9.7 Spirent HSE Adj. EBITDA (CY24) 41.6 Run-Rate Synergies 16.3 PF Adj. EBITDA $245.1 EBITDA Reconciliation VIAVI Solutions - Adj. EBITDA Reconciliation ($ in Millions) ▪ V

43. Slide 43: 432025 viavisolutions.com viavisolutions.com

    © VIAVI Solutions Inc. 432025 viavisolutions.com viavisolutions.com

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