CommScope Holding Company, Inc.

Previous wording

The following narrative is an analysis of the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included in this report, as well as the audited consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations, including management’s discussion and analysis regarding the application of critical accounting policies and the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report).

Current wording

The following narrative is an analysis of the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included in this report, as well as the audited consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations, including management’s discussion and analysis regarding the application of critical accounting policies and the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report).

Previous wording

Since 2021, we have been engaged in a transformation initiative referred to as CommScope NEXT, which is designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization. We believe these efforts are critical to making us more competitive and allowing us to invest in growth, de-leverage our indebtedness and maximize stockholder and other stakeholder value in the future. We continue to focus on driving operational efficiencies and other cost savings initiatives, as well as portfolio optimization, all of which is enabling us to take advantage of the recovery in demand that we started to see beginning in late 2024 and which has continued into 2025. We continue to analyze the impacts of the recently announced tariffs under the current U.S. administration; however, we believe we have a manageable plan in place to prepare for potential impacts with our flexible manufacturing footprint, broad supplier base and pricing strategy. Our approach of focusing on matters in our control has driven improved results in the first quarter of 2025 and will remain our focus for the remainder of 2025.

Current wording

Since 2021, we have been engaged in a transformation initiative referred to as CommScope NEXT, which is designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization. We believe these efforts are critical to making us more competitive and allowing us to invest in growth, de-leverage our indebtedness and maximize stockholder and other stakeholder value in the future. We continue to focus on driving operational efficiencies and other cost savings initiatives, as well as portfolio optimization, all of which is enabling us to take advantage of the recovery in demand that we started to see beginning in late 2024 and which has continued into 2025. We continue to analyze the impacts of the recently announced tariffs under the current U.S. administration; however, we believe we have a manageable plan in place to prepare for potential impacts with our flexible manufacturing footprint, broad supplier base and pricing strategy. Our approach of focusing on matters in our control has driven improved results in the first half of 2025 and will remain our focus for the remainder of 2025.

Previous wording

To that end, we incurred $11.2 million and $30.6 million of net restructuring costs and $15.8 million and $6.6 million of transaction, transformation and integration costs during the three months ended March 31, 2025 and 2024, respectively, primarily related to CommScope NEXT initiatives. We expect to continue to incur such costs during 2025 as we continue executing on CommScope NEXT initiatives, and the resulting charges and cash requirements could be material.

Current wording

As a result, we incurred $3.0 million and $14.2 million of net restructuring costs and $15.2 million and $30.8 million of transaction, transformation and integration costs during the three and six months ended June 30, 2025, respectively, primarily related to CommScope NEXT initiatives. We incurred $0.9 million and $31.5 million of net restructuring costs and $19.9 million and $26.5 million of transaction, transformation and integration costs during the three and six months ended June 30, 2024, respectively. We expect to continue to incur such costs during 2025 as we continue executing on CommScope NEXT initiatives, and the resulting charges and cash requirements could be material.

Previous wording

On January 31, 2025, we completed the previously announced sale of our Outdoor Wireless Networks (OWN) segment and the Distributed Antenna Systems (DAS) business unit of our Networking, Intelligent Cellular & Security Solutions (NICS) segment to Amphenol Corporation (Amphenol), pursuant to the Purchase Agreement dated July 18, 2024, in exchange for approximately $2.0 billion (net of transaction expense and cash acquired), which is subject to adjustment. The OWN segment and DAS business unit qualified as “held for sale” per ASC 360-10 in the third quarter of 2024 and were classified as discontinued operations per ASC 205-20, as the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on the Company’s operations and financial results. For all periods presented, amounts in these condensed consolidated financial statements have been recast to reflect the discontinuation of our OWN segment and DAS business unit in accordance with this guidance. All discussions and results related to our NICS segment exclude the DAS business unit, since the DAS business unit was moved to held for sale in the third quarter of 2024.

Current wording

In January 2025, we completed the previously announced sale of our Outdoor Wireless Networks (OWN) segment and the Distributed Antenna Systems (DAS) business unit of our Networking, Intelligent Cellular & Security Solutions (NICS) segment to Amphenol Corporation (Amphenol), pursuant to the Purchase Agreement dated July 18, 2024, in exchange for approximately $2.0 billion (net of transaction expense and cash acquired), which is subject to adjustment. The OWN segment and DAS business unit qualified as “held for sale” per Accounting Standards Codification (ASC) 360-10 in the third quarter of 2024 and were classified as discontinued operations per ASC 205-20, as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on our operations and financial results. For all periods presented, amounts in these condensed consolidated financial statements have been recast to reflect the discontinuation of our OWN segment and DAS business unit in accordance with this guidance.

Previous wording

Unless otherwise noted, the following discussions relate solely to our continuing operations. As a result, we are reporting financial performance based on the following remaining three operating segments, which excludes the OWN segment, DAS business unit of the NICS segment and Home business: CCS, NICS and ANS. For further discussion of the discontinued operations related to our OWN segment, DAS business unit and Home business, see Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements.

Current wording

As a result of divesting the DAS business during the quarter ended March 31, 2025, we have changed the name of our NICS segment to Ruckus, effective as of April 1, 2025. There were no changes to the composition of our operating or reportable segments, the financial information reviewed by the chief operating decision maker (CODM), or historical segment operating results as a result of this change. Certain historical transactions related to product shifts and divestitures occurring prior to the effective date of the name change are still being referred to as part of the NICS segment. Unless otherwise noted, the following discussions relate solely to our continuing operations. As a result, we are reporting financial performance based on the following remaining three operating segments: Connectivity and Cable Solutions (CCS), Ruckus and Access Network Solutions (ANS). For further discussion of the discontinued operations related to our OWN segment, DAS business unit and Home Networks (Home) business, see Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous wording

In January 2024, we completed the sale of our Home Networks (Home) segment and substantially all of the associated segment assets and liabilities (Home business) to Vantiva SA (Vantiva) pursuant to the Call Option Agreement entered into on October 2, 2023 and the Purchase Agreement dated as of December 7, 2023. In the fourth quarter of 2023, we determined our Home business qualified as “held for sale” and was classified as discontinued operations in accordance with accounting guidance.

Current wording

In January 2024, we completed the sale of our Home segment and substantially all of the associated segment assets and liabilities (Home business) to Vantiva SA (Vantiva) pursuant to the Call Option Agreement entered into on October 2, 2023 and the Purchase Agreement dated as of December 7, 2023. In the fourth quarter of 2023, we determined our Home business qualified as “held for sale” and was classified as discontinued operations in accordance with accounting guidance.

Previous wording

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 WITH THE THREE MONTHS ENDED MARCH 31, 2024

Current wording

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 WITH THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Previous wording

Net sales for the three months ended March 31, 2025 increased $211.3 million, or 23.5%, compared to the prior year period primarily driven by increased sales volumes and favorable product mix, partially offset by lower pricing. The increase in net sales for the three months ended March 31, 2025 was driven by higher net sales of $119.4 million in the CCS segment, $54.9 million in the NICS segment and $37.0 million in the ANS segment. For further details by segment, see “Segment Results” below.

Current wording

Net sales for the three and six months ended June 30, 2025 increased $334.5 million, or 31.7%, and $545.7 million, or 27.9%, respectively, compared to the prior year periods primarily driven by increased sales volumes, partially offset by lower pricing. The increase in net sales for the three months ended June 30, 2025 was driven by higher net sales of $147.0 million in the CCS segment, $127.1 million in the ANS segment and $60.4 million in the Ruckus segment. The increase in net sales for the six months ended June 30, 2025 was driven by higher net sales of $266.4 million in the CCS segment, $164.0 million in the ANS segment and $115.3 million in the Ruckus segment. For further details by segment, see “Segment Results” below.

Previous wording

From a regional perspective, for the three months ended March 31, 2025 compared to the prior year period, net sales increased in the U.S. by $177.8 million, Canada by $19.3 million, the Europe, Middle East and Africa (EMEA) region by $11.6 million, and the Asia Pacific (APAC) region by $3.1 million, but decreased in the Caribbean and Latin American (CALA) region by $0.5 million. Net sales to customers located outside of the U.S. comprised 31.0% of total net sales for the three months ended March 31, 2025 compared to 34.5% for the three months ended March 31, 2024. Foreign exchange rate changes did not have a material impact on our net sales during the three months ended March 31, 2025 compared to the prior year period. For additional information on regional sales by segment, see “Segment Results” below and Note 9 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Current wording

From a regional perspective, for the three months ended June 30, 2025 compared to the prior year period, net sales increased in the U.S. by $330.0 million, the Europe, Middle East and Africa (EMEA) region by $6.9 million and the Asia Pacific (APAC) region by $6.7 million, but decreased in the Caribbean and Latin America (CALA) region by $4.9 million and Canada by $4.2 million. For the six months ended June 30, 2025 compared to the prior year period, net sales increased in the U.S. by $507.7 million, the EMEA region by $18.5 million, Canada by $15.1 million and the APAC region by $9.8 million, but decreased in the CALA region by $5.4 million. Net sales to customers located outside of the U.S. comprised 27.2% and 28.9%, respectively, of total net sales for the three and six months ended June 30, 2025 compared to 35.4% and 35.0%, respectively, for the three and six months ended June 30, 2024. Foreign exchange rate changes did not have a material impact on our net sales during the three or six months ended June 30, 2025 compared to the prior year periods. For additional information on regional sales by segment, see “Segment Results” below and Note 9 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous wording

Gross profit increased by $173.6 million for the three months ended March 31, 2025 compared to the prior year period primarily due to increased net sales volumes and favorable product mix, partially offset by higher freight costs.

Current wording

Gross profit increased by $192.7 million and $366.2 million for the three and six months ended June 30, 2025, respectively, compared to the prior year periods primarily due to increased net sales volumes, partially offset by higher input costs.

Previous wording

Transition service agreement (TSA) income is related to the TSA we entered into with Amphenol in conjunction with the closing of the transaction to divest of the OWN segment and DAS business unit in January 2025, as well as the TSA we entered into with Vantiva in conjunction with the closing of the transaction to divest of the Home business in January 2024. Under the TSAs, we provide and receive certain post-closing support on a transitional basis. The TSAs have varying terms for duration, depending on the services provided thereunder, and provide for options to extend. For additional information related to the TSAs, see Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Current wording

Transition service agreement (TSA) income is related to the TSA we entered into with Amphenol in conjunction with the closing of the transactions to divest of the OWN segment and DAS business unit and the OneCell business, as well as the TSA we entered into with Vantiva in conjunction with the closing of the transaction to divest of the Home business. Under the TSAs, we provide and receive certain post-closing support on a transitional basis. The TSAs have varying terms for duration, depending on the services provided thereunder, and provide for options to extend. For additional information related to the TSAs, see Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous wording

For the three months ended March 31, 2025, selling, general and administrative (SG&A) expense increased by $19.1 million compared to the prior year period primarily due to higher transaction, transformation and integration costs of $9.2 million due to ongoing CommScope NEXT initiatives and higher realization of savings cost saving initiatives in the prior year period. We expect to continue to incur transaction, transformation and integration costs during the remainder of 2025, and the resulting charges and cash requirements could be material.

Current wording

For the three and six months ended June 30, 2025, selling, general and administrative (SG&A) expense increased by $28.6 million and $47.7 million, respectively, compared to the prior year periods primarily due to higher realization of savings from cost saving initiatives in the prior year periods.

Previous wording

For the three months ended March 31, 2025, the change in research and development (R&D) expense was not significant compared to the prior year period. R&D activities generally involve ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

Current wording

For the three and six months ended June 30, 2025, research and development (R&D) expense increased by $18.3 million and $17.5 million, respectively, compared to the prior year periods. R&D activities generally involve ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

Previous wording

For the three months ended March 31, 2025, amortization of purchased intangible assets was lower compared to the prior year period because certain of our intangible assets became fully amortized.

Current wording

For the three and six months ended June 30, 2025, amortization of purchased intangible assets was lower compared to the prior year periods because certain of our intangible assets became fully amortized.

Previous wording

The net restructuring costs recorded during the three months ended March 31, 2025 and 2024 were primarily related to CommScope NEXT. For the three months ended March 31, 2025, our net restructuring costs were $11.2 million and we paid $7.7 million to settle restructuring liabilities. We expect to pay an additional $8.2 million during the remainder of 2025 related to restructuring actions that have been initiated. Additional restructuring actions related to CommScope NEXT are expected to be identified, and the resulting charges and cash requirements could be material.

Current wording

The net restructuring costs recorded during the three and six months ended June 30, 2025 and 2024 were primarily related to CommScope NEXT. For the three and six months ended June 30, 2025, our net restructuring costs included the sale of an owned facility. We recorded net proceeds of $9.8 million related to the facility sale, resulting in a pretax gain of $2.3 million. Excluding the pretax gain on the sale, our net restructuring costs were $5.3 million and $16.5 million, respectively, and we paid $5.2 million and $12.9 million, respectively, to settle restructuring liabilities. We expect to pay an additional $5.9 million through 2026 related to restructuring actions that have been initiated. Additional restructuring actions related to CommScope NEXT are expected to be identified, and the resulting charges and cash requirements could be material.

Previous wording

Foreign currency gain (loss) includes the net foreign currency gains and losses resulting from the settlement of receivables and payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary’s functional currency. The change in foreign currency gain (loss) for the three months ended March 31, 2025 compared to the prior year period was primarily driven by certain unhedged currencies.

Current wording

Foreign currency gain (loss) includes the net foreign currency gains and losses resulting from the settlement of receivables and payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary’s functional currency. The change in foreign currency gain (loss) for the three and six months ended June 30, 2025 compared to the prior year periods was primarily driven by certain unhedged currencies.

Previous wording

The change in other expense, net for the three months ended March 31, 2025 compared to the prior year period was primarily driven by $1.1 million of debt issuance costs related to the debt refinancing transactions in December 2024.

Current wording

The change in other income (expense), net for the three and six months ended June 30, 2025 compared to the prior year periods was not significant. Included in other income (expense), net the six months ended June 30, 2025 is $1.1 million of debt issuance costs related to the debt refinancing transaction in December 2024.

Previous wording

Interest expense for the three months ended March 31, 2025 increased $6.0 million when compared to the prior year period primarily due to an unfavorable impact of the increased variable interest rate on our senior secured term loan due December 2029 as a result of the debt refinancing transactions in December 2024. In addition, interest expense was impacted unfavorably by thewrite-off of $7.3 million of existing debt issuance costs associated with the repurchases of our 4.75%senior secured notes due September 2029 (2029 Secured Notes) and our 6.00% senior secured notes due March 2026 (2026 Secured Notes), and the repayment of the outstanding borrowings under ourasset-based revolving credit facility (Revolving Credit Facility) in January 2025, as further discussed in Note 7 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein. These unfavorable impacts were partially offset by decreased interest expense as a result of lower outstanding debt balances resulting from these debt transactions in January 2025. Our weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap contracts and the amortization of debt issuance costs and original issue discount, was 8.56% at March 31, 2025, 8.09% at December 31, 2024 and 7.21% at March 31, 2024.

Current wording

Interest expense for the three and six months ended June 30, 2025 decreased $11.4 million and $5.4 million, respectively, when compared to the prior year periods primarily as a result of lower outstanding debt balances associated with the repurchases of our 4.75% senior secured notes due September 2029 (2029 Secured Notes) and our 6.00% senior secured notes due March 2026 (2026 Secured Notes), and the repayment of the outstanding borrowings under our asset-based revolving credit facility (Revolving Credit Facility) in January 2025, as further discussed in Note 7 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein. For the three and six months ended June 30, 2025, these favorable impacts were partially offset by the unfavorable impact of the increased variable interest rate on our senior secured term loan due December 2029. In addition, for the six months ended June 30, 2025, interest expense was unfavorably impacted by the write-off of $7.3 million of existing debt issuance costs related to the repurchases of our 2029 Secured Notes and 2026 Secured Notes, and the reduction in the borrowing capacity under our Revolving Credit Facility. Our weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap contracts and the amortization of debt issuance costs and original issue discount, was 8.57% at June 30, 2025, 8.09% at December 31, 2024 and 7.22% at June 30, 2024.

Previous wording

For the three months ended March 31, 2025, we recognized an income tax benefit of $334.1 million on a pretax loss of $44.4 million. Our income tax benefit was greater than the statutory rate of 21.0% primarily due to $361.1 million of tax benefit recognized in the quarter associated with a tax planning strategy, as well as the tax benefit related to federal tax credits. Offsetting these benefits were the unfavorable impacts of $29.6 million of an additional valuation allowance recorded in the quarter related to current year federal and state interest limitation carryforwards and U.S. anti-deferral provisions.

Current wording

For the three and six months ended June 30, 2025, we recognized income tax expense of $41.4 million on pretax income of $70.8 million and an income tax benefit of $292.7 million on pretax income of $26.4 million, respectively. Our income tax taxes were greater than the statutory rate of 21.0% for the three and six months ended June 30, 2025 primarily due to the tax benefit related to federal tax credits, as well as $361.1 million of tax benefit associated with a tax planning strategy for the six months ended June 30, 2025. Offsetting these benefits for the three and six months ended June 30, 2025, were the unfavorable impacts of $29.6 million and $50.0 million, respectively, of an additional valuation allowance related to current year federal and state interest limitation carryforwards and U.S. anti-deferral provisions. For the three and six months ended June 30, 2025, we used a discrete calculation to compute the net tax benefit associated with external interest. Using the estimated annual tax rate for this component of income would have produced significant variability in the estimated annual effective tax rate, and use of the discrete method for this component results in the best estimate of the estimated annual effective tax rate.

Previous wording

Core financial measures reflect the results of the CCS, NICS and ANS segments, in the aggregate, and exclude general corporate costs that were previously allocated to our OWN segment, DAS business unit and Home segment, since these costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2024, these costs related to our Home segment have been reallocated to our remaining segments and partially offset by income from the Vantiva TSA. Beginning in the first quarter of 2025, these costs related to our OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA. See “Segment Results” section below for the aggregation of our Core financial measures.

Current wording

The corporate and other line item above reflects general corporate costs that were previously allocated to our OWN segment, DAS business unit and Home segment. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2024, the corporate and other costs related to our Home segment have been reallocated to our remaining segments and partially offset by income from the Vantiva TSA. Beginning in the first quarter of 2025, the corporate and other costs related to our OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA.

Previous wording

Net sales for the CCS segment increased for the three months ended March 31, 2025 compared to the prior year period primarily due to higher sales volumes in the Enterprise business. From a regional perspective, for the three months ended March 31, 2025, net sales increased in the U.S. by $115.3 million, Canada by $8.2 million, the CALA region by $1.2 million and the APAC region by $0.7 million, but decreased in the EMEA region by $6.0 million compared to the prior year period.

Current wording

Net sales for the CCS segment increased for the three and six months ended June 30, 2025 compared to the prior year periods primarily due to higher sales volumes in the Data Center business. From a regional perspective, for the three months ended June 30, 2025, net sales increased in the U.S. by $155.1 million, Canada by $1.6 million and the CALA region by $0.3 million, but decreased in the EMEA region by $6.9 million and the APAC region by $3.1 million, compared to the prior year period. For the six months ended June 30, 2025, net sales increased in the U.S. by $270.4 million, Canada by $9.8 million and the CALA region by $1.5 million, but decreased in the EMEA region by $12.9 million and the APAC region by $2.4 million, compared to the prior year period. Foreign exchange rate changes did not have a material impact on our CCS segment net sales during the three or six months ended June 30, 2025.

Previous wording

For the three months ended March 31, 2025, CCS segment operating income and adjusted EBITDA increased compared to the prior year period primarily due to higher sales volumes and favorable product mix, partially offset by higher pricing, higher SG&A costs and higher input costs. CCS segment operating income for the three months ended March 31, 2025 was unfavorably impacted by an increase in transaction, transformation and integration costs of $12.2 million. Transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Current wording

For the three and six months ended June 30, 2025, CCS segment operating income and adjusted EBITDA increased compared to the prior year periods primarily due to higher sales volumes, partially offset by lower pricing and higher SG&A and input costs. CCS segment operating income for the three and six months ended June 30, 2025 was unfavorably impacted by an increase in transaction, transformation and integration costs of $2.2 million and $14.5 million, respectively. Transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Previous wording

For the three months ended March 31, 2025, net sales increased in the ANS segment compared to the prior year period primarily due to higher sales volumes. From a regional perspective, for the three months ended March 31, 2025, ANS segment net sales increased in the U.S. by $18.0 million, Canada by $10.2 million, the EMEA region by $9.4 million, and the APAC region by $0.3 million, but decreased in the CALA region by $0.9 million, compared to the prior year period. Foreign exchange rate changes did not have a material impact on our ANS net sales during the three months ended March 31, 2025.

Current wording

For the three and six months ended June 30, 2025, net sales increased in the ANS segment compared to the prior year periods primarily due to higher sales volumes in Access Technologies and Broadband Network Solutions. From a regional perspective, for the three months ended June 30, 2025, ANS segment net sales increased in the U.S. by $124.7 million, the APAC region by $8.3 million and the EMEA region by $5.9 million, but decreased in Canada by $6.1 million and the CALA region by $5.7 million, compared to the prior year period. For the six months ended June 30, 2025, ANS segment net sales increased in the U.S. by $142.6 million, the EMEA region by $15.3 million, the APAC region by $8.6 million and Canada by $4.1 million, but decreased in the CALA region by $6.6 million, compared to the prior year period. Foreign exchange rate changes did not have a material impact on our ANS segment net sales during the three or six months ended June 30, 2025.

Previous wording

For the three months ended March 31, 2024, ANS segment operating loss decreased and adjusted EBITDA increased compared to the prior year period primarily due to higher sales volumes, partially offset by higher input costs. For the three months ended March 31, 2025, ANS segment operating loss was also favorably impacted by reductions in restructuring costs of $20.6 million, amortization expense of $13.0 million and transaction, transformation and integration costs of $3.9 million. Restructuring costs, amortization expense, amortization expense and transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Current wording

For the three and six months ended June 30, 2025, ANS segment operating income and adjusted EBITDA increased compared to the prior year periods primarily due to higher sales volumes, partially offset by higher SG&A, R&D and input costs. For the six months ended June 30, 2025, ANS segment operating income was favorably impacted by reductions in restructuring costs of $19.8 million, amortization expense of $15.9 million and transaction, transformation and integration costs of $5.3 million. Restructuring costs, amortization expense, and transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Previous wording

Working capital is net of assets and liabilities held for sale and consists of current assets of $2,289.2 million less current liabilities of $1,048.9 million as of March 31, 2025 and current assets of $2,127.0 million less current liabilities of $984.4 million as of December 31, 2024.

Current wording

Working capital is net of assets and liabilities held for sale and consists of current assets of $2,521.3 million less current liabilities of $1,158.2 million as of June 30, 2025 and current assets of $2,127.0 million less current liabilities of $984.4 million as of December 31, 2024.

Previous wording

Although there are no financial maintenance covenants under the terms of our senior notes, there is a limitation, among other limitations, on certain future borrowings based on an adjusted leverage ratio or a fixed charge coverage ratio. These ratios are based on financial measures similar to non-GAAP adjusted EBITDA as presented in the “Reconciliation of Non-GAAP Measures” section below, but also give pro forma effect to certain events, including acquisitions, synergies and savings from cost reduction initiatives such as facility closures and headcount reductions. For the twelve months ended March 31, 2025, our non-GAAP pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was $882.0 million, which included annualized savings expected from cost reduction initiatives of $25.6 million so that the impact of cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios. In addition to limitations under these indentures, our senior secured credit facilities contain customary negative covenants based on similar financial measures. We believe we are in compliance with the covenants under our indentures and senior secured credit facilities as of March 31, 2025.

Current wording

Although there are no financial maintenance covenants under the terms of our senior notes, there is a limitation, among other limitations, on certain future borrowings based on an adjusted leverage ratio or a fixed charge coverage ratio. These ratios are based on financial measures similar to non-GAAP adjusted EBITDA as presented in the “Reconciliation of Non-GAAP Measures” section below, but also give pro forma effect to certain events, including acquisitions, synergies and savings from cost reduction initiatives such as facility closures and headcount reductions. For the twelve months ended June 30, 2025, our non-GAAP pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was $1,024.5 million, which included annualized savings expected from cost reduction initiatives of $19.0 million so that the impact of cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios. In addition to limitations under these indentures, our senior secured credit facilities contain customary negative covenants based on similar financial measures. We believe we are in compliance with the covenants under our indentures and senior secured credit facilities as of June 30, 2025.

Previous wording

Cash and cash equivalents decreased by $170.0 million during the three months ended March 31, 2025 as described under the Cash Flow Overview section below. As of March 31, 2025, approximately 57.2% of our cash and cash equivalents were held outside the U.S.

Current wording

Cash and cash equivalents decreased by $92.2 million during the six months ended June 30, 2025 as described under the Cash Flow Overview section below. As of June 30, 2025, approximately 44.2% of our cash and cash equivalents were held outside the U.S.

Previous wording

Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents and the current portion of long-term debt, increased during the three months ended March 31, 2025 compared to the fourth quarter of 2024 primarily due to higher accounts receivable due to timing of collections, higher prepaid assets, higher inventory and lower accrued liabilities due to the pay-out of our 2024 variable incentive compensation and interest payments. The increase was partially offset by higher accounts payable due to timing of payments. During the three months ended March 31, 2025, we sold accounts receivable under customer-sponsored supplier financing agreements. This had an impact of approximately $55 million on working capital, excluding cash and cash equivalents and the current portion of long-term debt, as of March 31, 2025. Under these agreements, we are able to sell certain accounts receivable to a bank, and we retain no interest in and have no servicing responsibilities for the accounts receivable sold. The net decrease in total capitalization during the three months ended March 31, 2025 is primarily driven by the repurchases of debt related to the debt refinancing transactions in December 2024, partially offset by net income reflected for the period.

Current wording

Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents and the current portion of long-term debt, increased during the six months ended June 30, 2025 compared to the fourth quarter of 2024 primarily due to higher accounts receivable and inventory balances due to increased net sales in the second quarter of 2025 compared to the fourth quarter of 2024, partially offset by increases in accounts payable and other liabilities. During the six months ended June 30, 2025, we sold accounts receivable under customer-sponsored supplier financing agreements. This had an impact of approximately $106 million on working capital, excluding cash and cash equivalents and the current portion of long-term debt, as of June 30, 2025. Under these agreements, we are able to sell certain accounts receivable to a bank, and we retain no interest in and have no servicing responsibilities for the accounts receivable sold. The net decrease in total capitalization during the six months ended June 30, 2025 is primarily driven by the repurchases of debt related to the debt refinancing transactions in December 2024, partially offset by net income reflected for the period.

Previous wording

During the three months ended March 31, 2025, the increase in net cash used in operating activities was primarily driven by higher cash taxes paid and cash interest paid in the current year period compared to the prior year period.

Current wording

During the six months ended June 30, 2025, the decrease in net cash used in operating activities compared to the prior year period was driven by a decrease in working capital primarily due to lower inventory as a result of excess channel inventory in the prior year period, partially offset by higher cash taxes and cash interest paid in the current year period compared to the prior year period.

Previous wording

During the three months ended March 31, 2025, the increase in cash generated by investing activities compared to the prior year period was primarily driven by net proceeds of $2,034.5 million related to the sale of the OWN segment and DAS business unit to Amphenol, partially offset by increased capital expenditures of $9.5 million.

Current wording

During the six months ended June 30, 2025, the increase in cash generated by investing activities compared to the prior year period was primarily driven by favorable impacts from net proceeds of $2,034.5 million related to the sale of the OWN segment and DAS business unit to Amphenol, net proceeds of $7.3 million related to the sale of the OneCell business and cash paid in the prior period of $45.1 million related to the Casa Transaction. These favorable impacts were partially offset by unfavorable impacts due to increased capital expenditures of $16.8 million compared to the prior year period and proceeds received in the prior year period of $8.6 million on the sale of certain nonfinancial assets.

Previous wording

During the three months ended March 31, 2025, we repurchased $299.0 million in aggregate principal amount of our 2029 Secured Notes and repurchased in full the $1,500.0 million outstanding amount of our 2026 Secured Notes. In connection with the debt transactions, we paid $5.7 million of debt issuance costs.

Current wording

During the six months ended June 30, 2025, we repurchased $299.0 million in aggregate principal amount of our 2029 Secured Notes and repurchased in full the $1,500.0 million outstanding amount of our 2026 Secured Notes. In connection with the debt transactions, we paid $5.7 million of debt issuance costs.

Previous wording

During the three months ended March 31, 2025, we borrowed $50.0 million and repaid $250.0 million of outstanding borrowings under our Revolving Credit Facility, and the remaining availability was $363.2 million, reflecting a borrowing base subject to maximum capacity of $426.8 million reduced by $63.6 million of letters of credit issued.

Current wording

During the six months ended June 30, 2025, we borrowed $50.0 million and repaid $250.0 million of outstanding borrowings under our Revolving Credit Facility, and the remaining availability was $419.7 million, reflecting a borrowing base subject to maximum capacity of $482.2 million reduced by $62.5 million of letters of credit issued.

Previous wording

During the three months ended March 31, 2024, we paid the quarterly scheduled amortization payment of $8.0 million on our previous senior secured term loan due 2026.

Current wording

During the six months ended June 30, 2024, we paid the quarterly scheduled amortization payments totaling $16.0 million on our previous senior secured term loan due 2026.

Previous wording

During the three months ended March 31, 2025, employees surrendered shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units (RSUs) and performance share units (PSUs), which reduced cash flows by $1.5 million compared to $0.2 million in the prior year period.

Current wording

During the six months ended June 30, 2025, employees surrendered shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units (RSUs) and performance share units (PSUs), which reduced cash flows by $10.9 million compared to $1.8 million in the prior year period.

Previous wording

We also believe presenting these non-GAAP results for the twelve months ended March 31, 2025 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the three months ended March 31, 2024 from the data for the year ended December 31, 2024 and then adding the data for the three months ended March 31, 2025.

Current wording

We also believe presenting these non-GAAP results for the twelve months ended June 30, 2025 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the six months ended June 30, 2024 from the data for the year ended December 31, 2024 and then adding the data for the six months ended June 30, 2025.