CommScope Holding Company, Inc.

1. BACKGROUND AND BASIS OF PRESENTATION

Background

CommScope Holding Company, Inc., along with its direct and indirect subsidiaries (CommScope or the Company), is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company’s solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers, to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. The Company’s solutions are complemented by services including technical support, systems design and integration. CommScope is a leader in digital video and IP television distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. CommScope’s global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

In January 2025, the Company completed the previously announced sale of the Outdoor Wireless Networks (OWN) segment and the Distributed Antenna Systems (DAS) business unit of the 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 Standard Codification (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 the OWN segment and DAS business unit in accordance with this guidance.

As a result of divesting the DAS business during the quarter ended March 31, 2025, the Company has changed the name of its NICS segment to Ruckus, effective as of April 1, 2025. There were no changes to the composition of the Company’s 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. The discussions in these condensed consolidated financial statements relate solely to the Company’s continuing operations, unless otherwise noted. As a result, the Company is reporting financial performance based on the following remaining three operating segments: Connectivity and Cable Solutions (CCS), Ruckus and Access Networks Solutions (ANS). See Note 3 for further discussion of the discontinued operations related to the OWN segment, DAS business unit and Home Networks (Home) business.

On May 1, 2025, the Company completed the sale of its OneCell business to Amphenol, pursuant to a Purchase Agreement dated April 30, 2025. OneCell is an advanced in-building small cell solution designed to deliver seamless LTE and 5G connectivity across enterprise environments. The transaction involved the sale of certain assets and transfer of certain operations that were previously included within the Ruckus segment. The disposal did not meet the criteria for classification as a discontinued operation under ASC 205-20, Presentation of Financial Statements – Discontinued Operations, as it does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results. See Note 3 for further discussion of the disposition related to the OneCell business.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation.

As of January 1, 2025, management shifted a product line from the Company’s Ruckus (formerly NICS) segment to the ANS segment to better align with how the businesses are managed. All prior period amounts in these condensed consolidated financial statements have been recast to reflect these operating segment changes.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the U.S. for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Annual Report). The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the 2024 Annual Report. There were no material changes in the Company’s significant accounting policies during the three or six months ended June 30, 2025.

Concentrations of Risk and Related Party Transactions

Net sales to Comcast Corporation and affiliates (Comcast) accounted for approximately 14% and 12% of the Company’s total net sales during thethree and six months ended June 30, 2025, respectively. Net sales to Charter Communications, Inc. (Charter) accounted for approximately 10% of the Company’s total net sales for the six months ended June 30, 2024. Other than Comcast and Charter, no direct customer accounted for 10% or more of the Company’s net sales during the three or six months ended June 30, 2025 or 2024. Accounts receivable from Comcast and Anixter International Inc. and its affiliates (Anixter) represented approximately 17% and 11%, respectively, of the Company’s accounts receivable as of June 30, 2025. Other than Comcast and Anixter, no direct customer accounted for 10% or more of the Company’s accounts receivable.

The Company relies on sole suppliers or a limited group of suppliers for certain key components, subassemblies and modules and a limited group of contract manufacturers to manufacture a significant portion of its products. Any disruption or termination of these arrangements could have a material adverse impact on the Company’s results of operations.

As of June 30, 2025, funds affiliated with Carlyle Partners VII S1 Holdings, L.P. (Carlyle) owned 100% of the Company’s Series A convertible preferred stock (the Convertible Preferred Stock), which was sold to Carlyle to fund a portion of the acquisition of ARRIS International plc (ARRIS) in 2019. See Note 11 for further discussion of the Convertible Preferred Stock. Other than transactions related to the Convertible Preferred Stock and the Company’s continuing involvement with Vantiva discussed in Note 3, there wereno material related party transactions during thethree or six months ended June 30, 2025.

Commitments and Contingencies

Product Warranties

The Company recognizes a liability for the estimated claims that may be paid under its customer assurance-type warranty agreements to remedy potential deficiencies of quality or performance of the Company’s products. These product warranties extend over various periods, depending on the product subject to the warranty and the terms of the individual agreements. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically identified warranty issues. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Such revisions may be material.

The following table summarizes the activity in the product warranty accrual, included in accrued and other liabilities and other noncurrent liabilities on the Condensed Consolidated Balance Sheets:

Non-cancellable Purchase Obligations

In July 2023, the Company entered into a long-term supply contract with a third-party to secure the supply of certain raw materials. Under the terms of the contract, the Company will make advance payments through 2026 totaling $120.0 million (undiscounted) and based on meeting certain minimum purchase requirements through 2031, such advance payments will be credited and applied to future orders on a quarterly basis beginning in 2027 through 2031. Advance payments of $80.0 million and $60.0 million are recorded as other noncurrent assets on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, respectively. The Company has committed to growing purchases of raw materials under this agreement to a level of approximately $137 million per year by 2026 and continuing through 2032.

Legal Proceedings

The Company is party to certain intellectual property claims and also periodically receives notices asserting that its products infringe on another party’s patents and other intellectual property rights. These claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages or royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers. The outcome of these claims and notices is uncertain, and a reasonable estimate of the loss from unfavorable outcomes in certain of these matters either cannot be determined or is estimated at the minimum amount of a range of estimates. The actual loss, through settlement or trial, could be material and may vary significantly from the Company’s estimates. From time to time, the Company may also be involved as a plaintiff in certain intellectual property claims. Gain contingencies, if any, are recognized when they are realized.

The Company is also either a plaintiff or a defendant in certain other pending legal matters in the normal course of business. Management believes none of these other pending legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition.

The Company is subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials. Compliance with current laws and regulations has not had, and is not expected to have, a material adverse effect on the Company’s financial condition or results of operations.

Asset Impairments

Goodwill

Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of the reporting unit may exceed its fair value. As of January 1, 2025, the Company assessed goodwill for impairment due to a change in the composition of reporting units as a result of the product line shift from the Ruckus (formerly NICS) segment to the ANS segment and determined that no goodwill impairment existed. There wereno goodwill impairments identified during thethree or six months ended June 30, 2025 or 2024.

As of the most recent impairment test on October 1, 2024, the implied fair value of the ANS reporting unit exceeded its respective carrying amount by 8%. Considering the low headroom going forward for the ANS reporting unit, there is a risk for future impairment in the event of further declines in general economic, market or business conditions or any significant unfavorable change in the forecasted cash flows, weighted average cost of capital or growth rates. If current and long-term projections for the ANS reporting unit are not realized or decrease materially, the Company may be required to recognize additional goodwill impairment charges, and these charges could be material to the results of operations.

Long-lived Assets

Long-lived assets, which include property, plant and equipment, intangible assets with finite lives and right of use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are adjusted to estimated fair value. Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of restructuring actions and as part of discontinued operations, there wereno definite-lived intangible or other long-lived asset impairments identified during thethree or six months ended June 30, 2025 or 2024.

Income Taxes

For the three and six months ended June 30, 2025, the Company 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. The Company’s income 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, the Company 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.

For the three and six months ended June 30, 2024, the Company recognized an income tax benefit of $12.4 million ona pretax loss of $68.6 million and income tax expense of $14.8 million on a pretax loss of $284.4 million, respectively. The Company’s income taxes for the three and six months ended June 30, 2024, were unfavorably impacted by $67.8 million of additional valuation allowance related to current year federal and state interest limitation carryforwards, U.S. anti-deferral provisions and excess tax costs of $7.3 million related to equity compensation awards, partially offset by tax benefits related to federal tax credits. For the three and six months ended June 30, 2024, the Company 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.

Earnings (Loss) Per Share

Basic earnings (loss) per share (EPS) from continuing operations is computed by dividing income (loss) from continuing operations, less any dividends and deemed dividends related to the Convertible Preferred Stock, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS from continuing operations is based on the basic EPS from continuing operations numerator, adjusted to add back any dividends and deemed dividends related to the Convertible Preferred Stock, subject to antidilution requirements. The denominator used in diluted EPS from continuing operations is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

Basic EPS from discontinued operations is computed by dividing income (loss) from discontinued operations, net of income taxes, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS from discontinued operations is the same as the basic EPS from discontinued operations numerator. The denominator used in diluted EPS from discontinued operations is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

For the three and six months ended June 30, 2025,9.0 million and 8.3 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was antidilutive or the performance conditions were not met. For the three and six months ended June 30, 2024,19.2 million and 18.6 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was antidilutive or the performance conditions were not met. Of those amounts, for the three and six months ended June 30, 2024,2.0 million and 1.7 million shares, respectively, would have been considered dilutive if the Company had not been in a loss from continuing operations position.

For the three months ended June 30, 2025,45.2 million of as-if converted shares related to the Convertible Preferred Stock were excluded from the diluted share count because they were antidilutive. For the three and six months ended June 30, 2024,42.8 million and 42.5 million, respectively, of as-if converted shares related to the Convertible Preferred Stock were excluded from the diluted share count because they were antidilutive.

The following table presents the basis for the EPS computations (in millions, except per share data):

Recent Accounting Pronouncements

Issued but Not Adopted

In May 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). The new guidance is intended to provide less diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The guidance provides clarification regarding the distinguishment between service conditions and performance conditions, as well as closer alignment with how forfeitures of share-based consideration with service conditions and forfeitures of share-based consideration with performance conditions affect the measurement of the transaction price. The guidance is effective for the Company on a retrospective or modified retrospective basis, beginning January 1, 2027 for the interim and annual periods. Early adoption is permitted. The Company had no share-based customer agreements as of June 30, 2025 and therefore, does not expect this guidance to have a material impact on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The new guidance improves the relevance and consistency in application of the induced conversion guidance in Subtopic 410-20. The amendments in this update clarify the requirements for determining whether settlements of convertible debt instruments should be accounted for as an induced conversion. The guidance also addresses the settlement of convertible debt instruments that are not currently convertible and provides additional clarification to assist stakeholders in applying the guidance. The guidance is effective for the Company on a prospective or retrospective basis, beginning January 1, 2026 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The new guidance improves disclosures for expenses of public entities and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Coupled with recent standards that enhanced the disaggregation of revenue and income tax information, the disaggregated expense information required by these amendments will enable investors to better understand the major components of an entity’s income statement. The guidance is effective for the Company on a prospective or retrospective basis, as of January 1, 2027 for the annual period. Early adoption is permitted. As this ASU relates to disclosures only, there will be no impact to CommScope’s results of operations and financial condition.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures by requiring additional information related to the rate reconciliation and income taxes paid, including 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) disaggregation of income taxes paid by jurisdiction. The guidance is effective for the Company on a prospective or retroactive basis, beginning January 1, 2025 for the annual period. Early adoption is permitted. As this ASU relates to disclosures only, there will be no impact to CommScope’s results of operations and financial condition.

2. ACQUISITIONS

Casa:

On June 7, 2024, the Company acquired certain assets of Casa Systems, Inc. and its subsidiaries (Casa), which provides telecommunication infrastructure equipment and software-centric infrastructure solutions that allow cable service providers to deliver voice, video and data services over a single platform. The Company funded the purchase price of $45.1 million and settled certain assumed Casa Liabilities, with cash on hand.

For the three and six months ended June 30, 2025, the Company recorded $1.8 million and $16.5 million, respectively, of net sales included on the Condensed Consolidated Statements of Operations related to the Casa business.

For the six months ended June 30, 2025, the Company completed its acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, and made an adjustment to decrease the fair value of accounts receivable, net by $1.7 million with a corresponding increase of $1.7 million to goodwill. The fair value of accounts receivable, net is $3.5 million with a gross contractual amount of $12.2 million. The Company expects $8.7 million to be uncollectible.

3. DIVESTITURES

Discontinued Operations

OWN Segment and DAS business unit:

In January 2025, the Company completed the previously announced sale of the OWN segment and the DAS business unit of the NICS segment to Amphenol, pursuant to the Purchase Agreement dated July 18, 2024, in exchange for net cash consideration of $2.0 billion. The proceeds are net of $9.1 million of transaction expenses and $83.2 million of cash included in the assets sold. The cash consideration is subject to adjustment based on a final determination of net working capital transferred to Amphenol.

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 a discontinued operation 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. As such, activity directly attributable to the OWN segment and DAS business unit has been removed from continuing operations and presented in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for all periods presented. In addition, all assets and liabilities of the OWN segment and DAS business unit were classified as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets as of December 31, 2024. Upon the closing of the transaction on January 31, 2025, the Company recognized a gain of $490.5 million on the disposal of the OWN segment and DAS business unit, which is included in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025.

In connection with the transaction, the Company entered into several contractual arrangements with Amphenol, including a Transition Service Agreement (Amphenol TSA) (as described below under “Transition Service Agreements”), Manufacturing Supply Agreement (Amphenol MSA), Sales and Supply Agreement and a Master Professional Services Agreement.

Under the Amphenol MSA, the Company will continue to manufacture and supply certain products to the divested business. Under the terms of the Amphenol MSA, the Company is obligated to provide manufacturing services for a period of up to twelve months following the closing date of the transaction, unless earlier terminated by the parties. The agreement was entered into to facilitate the operational transition and ensure continuity of supply for Amphenol’s customers. Pursuant to the Amphenol MSA, the Company has acquired components directly from Amphenol and is also responsible for procuring certain components from suppliers for the manufacturing of finished goods at the direction of Amphenol. As the Company does not obtain control of these components before they are transferred to Amphenol, the Company accounts for revenue associated with such components on a net basis. For the three and six months ended June 30, 2025, the Company recognized net revenues of $2.4 million and $4.0 million, respectively, under the Amphenol MSA presented within income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations.

The Sales and Supply Agreement and Master Professional Services Agreement, enable the companies to act as both a buyer and seller of each other’s products and services in instances where those offerings might be integral to the Company’s remaining operations. The Sales and Supply Agreement is effective for a term of thirty-six months and the Master Professional Services Agreement term is indefinite, unless either of the agreements are terminated early. The Company has evaluated these arrangements and concluded that while they represent ongoing business activity, they do not constitute a continuation of the disposed business. Accordingly, revenues and expenses generated from these agreements are presented within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

Home Networks business:

In January 2024, the Company completed the sale of the Home business to Vantiva pursuant to the Call Option Agreement entered into on October 2, 2023 and the Purchase Agreement dated as of December 7, 2023, in exchange for (i)134,704,669 shares of Vantiva common stock representing a 24.73% equity stake in Vantiva (determined on a fully diluted basis), (ii) $250,465 in cash (in addition to cash paid in exchange for the cash on the Home business companies’ balance sheets) and (iii) an earn-out of up to $100 million in the aggregate. The earn-out payments are contingent upon Vantiva achieving adjusted EBITDA equal to or greater than €400 million for one or more of Vantiva’s first five fiscal years following the closing of the transaction. The earn-out payment with respect to any fiscal year will be subject to an additional annual cap, the amount of which will depend on certain elections made by the Company following Vantiva reaching the €400 million adjusted EBITDA threshold for the first time, and on Vantiva’s maintenance of certain liquidity levels (after giving effect to such payment).

The Home business qualified as “held for sale” per ASC 360-10 in the fourth quarter of 2023 and was classified as a discontinued operation 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. As such, activity directly attributable to the Home business has been removed from continuing operations and presented in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for all periods presented. In addition, all assets and liabilities of the Home business were classified as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets as of December 31, 2023. In connection with the “held for sale” classification, the Company recognized a loss on classification as held for sale of $203.4 million in the fourth quarter of 2023. Upon the closing of the transaction on January 9, 2024, the Company recognized an additional loss of $43.4 million on the disposal of the Home business for the six months ended June 30, 2024.

Following the closing of the transaction, the Company entered into a Transition Service Agreement (Vantiva TSA), whereby the Company provides and receives certain post-closing support on a transitional basis (as described below under “Transition Service Agreements”), and a Supply Agreement with Vantiva (Vantiva Supply Agreement), whereby the Company sells certain retained inventory at cost, or market price if below cost, for a period of two years.

The Company’s investment in Vantiva is accounted for using the equity method of accounting, and the carrying value of the investment is included in other noncurrent assets on the Condensed Consolidated Balance Sheets. The Company recognized a loss on its investment of $17.0 million in the second quarter of 2024, as a result of recording its proportionate share of loss on its equity investment, which is recorded on a one-quarter lag basis in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations beginning in the second quarter of 2024. The investment in the ordinary shares is subject to a lock-up period, until the earlier of eighteen months, or the occurrence of a change of control or the entry into an agreement that would result in a change of control, following closing.

During the second quarter of 2024, the Company recognized a loss on impairment of $17.2 million related to the Home business patents recorded in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations.

The following table presents the summarized components of income (loss) from discontinued operations, net of income taxes, for the three months ended June 30, 2025 and 2024:

(1)

Other income (expense), net includes a loss on equity investment of $17.0 million for the three months ended June 30, 2024.

The following table presents the summarized components of income (loss) from discontinued operations, net of income taxes, for the six months ended June 30, 2025 and 2024:

(1)

Cost of sales includes a charge of $19.5 million for excess and obsolete inventory related to the Home business during the six months ended June 30, 2024.

(2)

Other income (expense), net includes a loss on equity investment of $17.0 million for the six months ended June 30, 2024.

The following table presents balance sheet information for assets and liabilities held for sale related to the discontinued operations:

The following table presents the details of the gain (loss) on disposal of the OWN segment and DAS business unit, collectively, and the Home business:

The cash flows related to discontinued operations have not been segregated on the Condensed Consolidated Statements of Cash Flows, and accordingly, they include the results from continuing and discontinued operations. The following table summarizes the Company’s cash inflows related to the ongoing activities of the discontinued operations, including the Vantiva and Amphenol TSAs, as described below, and inventory sales resulting from the Vantiva Supply Agreement and Amphenol MSA, as described above:

The following table summarizes significant non-cash operating items of the discontinued operations included on the Condensed Consolidated Statements of Cash Flows:

Other Business Dispositions

OneCell:

On May 1, 2025, the Company completed the sale of its OneCell business to Amphenol, pursuant to a Purchase Agreement dated April 30, 2025. OneCell is an advanced in-building small cell solution designed to deliver seamless LTE and 5G connectivity across enterprise environments. The transaction involved the sale of certain assets and transfer of certain operations that were previously included within the Ruckus segment. The disposal did not meet the criteria for classification as a discontinued operation under ASC 205-20, Presentation of Financial Statements – Discontinued Operations, as it does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results.

The Company received net cash consideration of $7.3 million, subject to a post-closing working capital adjustment pursuant to which the final purchase price will be determined. The proceeds are net of $1.2 million of cash included in the assets sold.

The carrying amount of the net assets disposed was $10.0 million, which included inventory, accounts receivable, property, plant and equipment, intangibles as well as accounts payable and certain accrued liabilities. In addition, the Company reclassified $2.2 million of cumulative translation loss related to disposed foreign operations from accumulated other comprehensive loss (AOCL) to earnings. A preliminary pretax loss on sale of $4.9 million was recognized and included in other on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025. The final loss may be adjusted based on the outcome of the working capital adjustment.

The Company has continuing involvement with the divested business under an amendment to the Amphenol MSA. Under the amended Amphenol MSA, the Company will continue to manufacture and supply certain products to the buyer post-closing through April 30, 2026, unless terminated earlier. While the amended Amphenol MSA provides for temporary operational support, it does not provide the Company with significant influence or control over the divested operations, nor is it expected to result in significant continuing cash flows beyond the agreement term.

The results of the divested operations were included in the Company’s condensed consolidated financial statements through the date of sale and were immaterial for all periods presented. Subsequent revenues and costs related to the amendment to the Amphenol MSA will be included within the Company’s continuing operations. Cash inflows for inventory sales related to the amended Amphenol MSA were $0.3 million for the six months ended June 30, 2025.

Transition Service Agreements

In conjunction with the closing of the sales of the OWN segment and DAS business unit and the OneCell business, the Company entered into the Amphenol TSA. The terms of the Amphenol TSA vary based on the services provided thereunder, with the longest such term having a duration of twelve months, excluding certain services related to manufacturing facilities. The Amphenol TSA provides options to extend services for up to two renewal terms of three months each. For the three and six months ended June 30, 2025, the Company recognized income of $9.8 million and $16.9 million, respectively, under the Amphenol TSA, which is included in transition service agreement income within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

In conjunction with the closing of the Home business transaction, the Company entered into the Vantiva TSA. The terms of the Vantiva TSA vary based on the services provided thereunder, with the longest such term having a duration of thirty-six months. The Vantiva TSA provides options to extend services for up to two renewal terms of six months each. Under the Vantiva TSA, the Company recognized income of $0.5 million and $2.1 million for the three and six months ended June 30, 2025, respectively, and $8.4 million and $18.0 million for the three and six months ended June 30, 2024, respectively, which is included in transition service agreement income within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

4. GOODWILL

The following table presents the activity in goodwill by reportable segment:

(1)

During the six months ended June 30, 2025, the Company recorded an additional $1.7 million of goodwill in the ANS segment related to the Casa acquisition.

5. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Net Sales

See Note 9 for the presentation of net sales by segment and geographic region.

Allowance for Doubtful Accounts

Customer Contract Balances

The following table provides the balance sheet location and amounts of contract assets, or unbilled accounts receivable, and contract liabilities, or deferred revenue, from contracts with customers:

There were no material changes to contract asset balances for the six months ended June 30, 2025 as a result of changes in estimates or impairments. The change in the contract liability balance from December 31, 2024 to June 30, 2025 was primarily due to upfront support billings to be recognized over the support term. During the three and six months ended June 30, 2025, the Company recognized $31.4 million and $65.4 million, respectively, of revenue related to contract liabilities recorded as of December 31, 2024.

6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Accounts Receivable

Inventories

Accrued and Other Liabilities

Operating Lease Information

Accumulated Other Comprehensive Loss

The following table presents changes in AOCL, net of tax:

Duringthe three and six months ended June 30, 2025, $2.2 million of foreign currency translation related to the divestiture of the OneCell business was reclassified from net AOCL and recorded in other on the Condensed Consolidated Statements of Operations. During the six months ended June 30, 2025 and 2024, $97.9 million and $27.4 million, respectively, of foreign currency translation related to the divestitures of the Company’s discontinued operations were reclassified from net AOCL and recorded in the gain (loss) on disposal of discontinued operations before income taxes, included in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations. See Note 3 for further discussion of the Company’s divestitures.

Cash Flow Information

7. FINANCING

In January 2025, the Company used the proceeds from the sale of the OWN segment and DAS business unit to pay fees and expenses associated with the transaction and to repay the outstanding amount of $250.0 million under the Company’s asset-based revolving credit facility (the Revolving Credit Facility). In addition, in February 2025, the Company repurchased $299.0 million in aggregate principal amount of the 4.75% senior secured notes due September 2029 (the 2029 Secured Notes) and repurchased in full the $1,500.0 million outstanding amount of the 6.00% senior secured notes due March 2026 (the 2026 Secured Notes) with the proceeds from the sale. Following the repurchases, $951.0 million in aggregate principal amount of the 2029 Secured Notes remain outstanding, and the indenture governing the 2026 Secured Notes was satisfied and discharged. Following the consummation of the repurchases in February 2025, the conditions precedent were met for a 25 basis point reduction in the applicable margin on the senior secured term loan due December 2029 (the 2029 Term Loan). In connection with the repayment of all outstanding amounts under the Revolving Credit Facility in January 2025, the committed amount thereunder was reduced to $750.0 million, subject to borrowing base limitations.

During the six months ended June 30, 2025, the Company incurred $6.8 million of additional debt issuance costs related to its refinancing completed in December 2024. Debt issuance costs of $5.7 million were recorded as a reduction of the carrying amount of the debt, and $1.1 million were included in other income (expense), net on the Condensed Consolidated Statements of Operations for thesix months ended June 30, 2025. For the six months ended June 30, 2025, the Company wrote-off $7.3 million of existing debt issuance costs associated with the repurchases of the 2029 Secured Notes and the 2026 Secured Notes, and the reduction in the borrowing capacity under the Revolving Credit Facility, as discussed above, which were included as interest expense in the Condensed Consolidated Statements of Operations.

Senior Secured Credit Facilities

No portion of the 2029 Term Loan was reflected as a current portion of long-term debt as of June 30, 2025 related to the potentially required excess cash flow payment because no such payment is expected to be required. There is no excess cash flow payment required in 2025 related to 2024.

During the six months ended June 30, 2025, the Company borrowed $50.0 million and repaid $250.0 million under the Revolving Credit Facility and had availability of $419.7 million, after giving effect to borrowing base limitations and outstanding letters of credit.

Other Matters

The following table summarizes scheduled maturities of long-term debt as of June 30, 2025:

The Company’s non-guarantor subsidiaries held approximately $1,414 million, or 18%, of total assets and $335 million, or 4%, of total liabilities as of June 30, 2025 and accounted for approximately $141 million, or 10%, and $290 million, or 11%, of net sales for thethree and six months ended June 30, 2025, respectively. During the three months ended June 30, 2025, the Company implemented several changes to its non-guarantor subsidiary structure, which impacted the amount of total assets, liabilities and net sales attributable to these subsidiaries. All amounts presented exclude intercompany balances.

The 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% and 8.09% as of June 30, 2025 and December 31, 2024, respectively.

8. FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, debt instruments, interest rate swap contracts and foreign currency contracts. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of June 30, 2025 and December 31, 2024 were considered representative of their fair values due to their short terms to maturity. The fair values of the Company’s debt instruments, interest rate swap contracts and foreign currency contracts were based on indicative quotes.

Fair value measurements using quoted prices in active markets for identical assets and liabilities fall within Level 1 of the fair value hierarchy, measurements using significant other observable inputs fall within Level 2, and measurements using significant unobservable inputs fall within Level 3.

The carrying amounts, estimated fair values and valuation input levels of the Company’s debt instruments, interest rate swap contracts and foreign currency contracts as of June 30, 2025 and December 31, 2024, are as follows:

Non-Recurring Fair Value Measurements

During the six months ended June 30, 2025, the Company recorded a gain on disposal of the OWN segment and DAS business unit in income from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations. The fair values were determined using Level 2 and Level 3 valuation inputs. See Note 3 in these unaudited condensed consolidated financial statements.

These fair value estimates are based on pertinent information available to management as of the valuation date. Although management is not aware of any factors that would significantly affect these fair value estimates, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates, and current estimates of fair value may differ significantly from the amounts presented.

9. SEGMENTS AND GEOGRAPHIC INFORMATION

The following is a brief description of the activities of the Company’s business segments:

CCS - The segment provides fiber optic and copper connectivity and cable solutions for use in telecommunications, cable television, residential broadband networks, data centers and business enterprises. The CCS portfolio includes network solutions for indoor and outdoor network applications. Indoor network solutions include optical fiber and twisted pair structured cable solutions, intelligent infrastructure management hardware and software and network rack and cabinet enclosures. Outdoor network solutions are used in both local-area and wide-area networks and “last mile” fiber-to-the-home installations, including deployments of fiber-to-the-node, fiber-to-the-premises and fiber-to-the-distribution-point to homes, businesses and cell sites.

Ruckus- The segment provides wireless networks for enterprises and service providers. Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and long-term evolution (LTE) access points, access and aggregation switches; an Internet of Things suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.

ANS -The segment’s product solutions include cable modem termination systems, video infrastructure, public key infrastructure solutions, distribution and transmission equipment and cloud solutions that enable facility-based service providers to construct a state-of-the-art residential and metro distribution network.

Refer to Note 1 for discussion of product shifts and divestitures impacting the Company’s operating and reportable segment structure.

The following table provides summary financial information by reportable segment:

(1)

Assets related to business segments largely include accounts receivable, inventories, property, plant and equipment, goodwill, intangible assets and certain limited other assets. All other items are reflected in corporate and other. Accounts receivable and inventory are ascribed based on underlying sales or activity. Property, plant and equipment are attributed to a particular business segment based on that item’s primary user and reflect an allocation of certain corporate-shared assets. Intangible assets and goodwill are largely directly associated with a particular reporting unit and attributed on that basis.

(2)

(3)

The corporate and other line item above reflects assets related to the OWN segment and DAS business unit which were not transferred upon sale.

(4)

The divested business assets line item above reflects certain assets retained by the Company related to continuing involvement in divested businesses. The Company has entered into the Vantiva Supply Agreement, pursuant to which the Company will sell the retained inventory to Vantiva at cost, or market price if below cost, for a period of two years following the close of the transaction. In addition, the Company has entered into the Amphenol MSA related to the OWN segment and DAS business unit, pursuant to which the Company will continue to manufacture and supply certain products to the divested business for a period of twelve months. The assets reflect the inventory pursuant to the above agreements. Inventory related to the Home business was $2.7 million and $14.5 million as of June 30, 2025 and December 31, 2024, respectively. Inventory related to the OWN segment and DAS business unit was $16.5 million as of June 30, 2025.

The Company organizes its business segments based on the nature of products and services offered. Segment information is presented on the same basis that the Company’s Chief Executive Officer, who is the chief operating decision-maker, uses to manage its segments, evaluate financial results and make key operating decisions. The Company’s measurement of segment performance is adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization). The Company defines adjusted EBITDA as operating income (loss), adjusted to exclude depreciation, amortization of intangible assets, restructuring costs, asset impairments, equity-based compensation, transaction, transformation and integration costs and other items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s recurring business.

These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions and monitor budget-to-actual variances on a monthly basis. To manage operations and make decisions regarding resource allocations, the Company’s chief operating decision-maker is regularly provided and reviews expense information at a consolidated level for each segment. Each segment has a manager responsible for executing the Company’s strategic initiatives.

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the three months ended June 30, 2025:

(1)

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the three months ended June 30, 2024:

(1)

(2)

The corporate and other line item above reflects general corporate costs that were previously allocated to the 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 the Home segment have been reallocated to the Company’s 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 the OWN segment and DAS business unit have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA.

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the six months ended June 30, 2025:

(1)

(2)

The corporate and other line item above reflects general corporate costs that were previously allocated to the 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 the Home segment have been reallocated to the Company’s 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 the OWN segment and DAS business unit have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA.

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the six months ended June 30, 2024:

(1)

(2)

The corporate and other line item above reflects general corporate costs that were previously allocated to the 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 the Home segment have been reallocated to the Company’s 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 the OWN segment and DAS business unit have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA.

Sales to customers located outside of the U.S. comprised 27.2% and 28.9% of total net sales for the three and six months ended June 30, 2025, respectively, compared to 35.4% and 35.0% of total net sales for the three and six months ended June 30, 2024. Sales by geographic region, based on the destination of product shipments or service provided, were as follows:

(1)

10. RESTRUCTURING COSTS, NET

The Company incurs costs associated with restructuring initiatives intended to improve overall operating performance and profitability. The costs related to restructuring actions are generally cash-based and primarily consist of employee-related costs, which include severance and other one-time termination benefits.

In addition to the employee-related costs, the Company records other costs associated with restructuring actions, such as the gain or loss on the sale of facilities and impairment costs arising from unutilized real estate or equipment. The Company attempts to sell or lease this unutilized space, but additional impairment charges may be incurred related to these or other excess assets.

The Company’s net pretax restructuring activity included inrestructuring costs, net on the Condensed Consolidated Statements of Operations, by segment, was as follows:

(1)

The corporate and other line item above reflects general corporate restructuring costs that were previously allocated to the 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 the Home segment have been reallocated to the Company’s 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 the OWN segment and DAS business unit have been reallocated to the Company’s remaining segments and partially offset by income from the Amphenol TSA.

Restructuring liabilities were included in the Company’s Condensed Consolidated Balance Sheets as follows:

CommScope NEXT Restructuring Actions

In the first quarter of 2021, the Company announced and began implementing a business transformation initiative called CommScope NEXT. This initiative is designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization. The activity within the liability established for CommScope NEXT restructuring actions was as follows:

(1)Reflects the reimbursement of other costs from a third-party, for which the Company is obligated to pay.

CommScope NEXT actions to date have included the closure of manufacturing, administration and warehouse facilities, as well as headcount reductions in other manufacturing locations and engineering, marketing, sales and administrative functions, and asset impairments associated with restructuring-related actions. During the three and six months ended June 30, 2025, additional expenses were recorded for employee-related costs for severance, as well as lease termination and idle facility costs during the period. Other costs for the three and six months ended June 30, 2025 included an asset impairment of $2.6 million for certain leased real estate and the sale of an owned facility. The Company recorded net proceeds of $9.8 million related to the facility sale, resulting in a pretax gain of $2.3 million.

The Company has recognized restructuring charges of $199.6 million to date related to CommScope NEXT actions. The Company expects to make cash payments of $5.2 million during the remainder of 2025 and $0.7 million during 2026 to settle CommScope NEXT restructuring actions. Additional restructuring actions related to CommScope NEXT are expected to be identified, and the resulting charges and cash requirements could be material.

11. SERIES A CONVERTIBLE PREFERRED STOCK

On April 4, 2019, the Company issued and sold 1,000,000 shares of the Convertible Preferred Stock to Carlyle for $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement between the Company and Carlyle, dated November 8, 2018. The Convertible Preferred Stock is convertible, at the option of the holders, at any time into shares of CommScope common stock at an initial conversion rate of 36.3636 shares of common stock per share of the Convertible Preferred Stock (equivalent to $27.50 per common share). The conversion rate is subject to customary antidilution and other adjustments. As of June 30, 2025, the Company had authorized 1,400,000 shares of the Convertible Preferred Stock.

Holders of the Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per year, payable quarterly in arrears. Dividends can be paid in cash, in-kind through the issuance of additional shares of the Convertible Preferred Stock or any combination of the two, at the Company’s option. During thethree and six months ended June 30, 2025 and 2024, the Company paid dividends in-kind of $17.1 million and $34.0 million, respectively, and $16.2 million and $32.2 million, respectively, which were recorded as additional Convertible Preferred Stock on the Condensed Consolidated Balance Sheets.

12. SUBSEQUENT EVENTS

On August 3, 2025, the Company entered into a definitive agreement (Agreement) with Amphenol Corporation, a Delaware corporation (Amphenol), pursuant to which Amphenol has agreed to acquire the Company’s CCS segment in exchange for $10.5 billion in cash, to be paid by Amphenol upon closing. The Company expects net proceeds after fees and taxes to be approximately $10.0 billion. The sale is expected to close within the first half of 2026, subject to customary closing conditions, including receipt of applicable regulatory and shareholder approvals. The CCS segment provides wired infrastructure for data centers, enterprise and service providers on a global scale.

In connection with the transaction and as required by the Agreement, the Company currently expects to repay or redeem its existing indebtedness on or shortly after the closing date. After repaying debt, redeeming preferred stock, and placing a modest leverage on the remaining company, the Company expects to have excess cash by which to pay a dividend after the deal closes.

The divestiture of the CCS segment is expected to meet the “held for sale” criteria in the third quarter of 2025, and the Company has determined that it represents a strategic shift that will have a major effect on the Company’s operations. As such, the results of operations will be reclassified to discontinued operations on the Condensed Consolidated Statements of Operations and retrospectively for all periods presented beginning in the third quarter of 2025. In addition, the assets and liabilities will be presented separately on the Condensed Consolidated Balance Sheets for both current and prior periods beginning in the third quarter of 2025.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (OBBBA). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. Consequently, the Company will evaluate the impacts of the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA and such evaluations will be reflected on the Company’s Quarterly Report on Form 10-Q for the third quarter of 2025.