Vistance Networks, Inc.

Previous wording

The following narrative is an analysis of the three and nine months ended September 30, 2025 compared to the three and nine months ended September 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).

Current wording

The following narrative is an analysis of the three months ended March 31, 2026 compared to the three months ended March 31, 2025. 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, 2025 (2025 Annual Report).

Previous wording

As a result, we incurred $1.8 million and $16.0 million of net restructuring costs and $20.0 million and $50.9 million of transaction, transformation and integration costs during the three and nine months ended September 30, 2025, respectively, primarily related to CommScope NEXT initiatives. We incurred $(0.9) million and $30.6 million of net restructuring costs (credits) and $19.5 million and $45.8 million of transaction, transformation and integration costs during the three and nine months ended September 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. For more discussion on risks, see Part I, Item 1A, “Risk Factors” in our 2024 Annual Report.

Current wording

Following the divestiture of the CCS segment that was completed on January 9, 2026, we initiated a new restructuring plan to right-size its cost structure and align operations with its revised business scope. As a result of this transaction, the new restructuring plan and our prior transformation initiative, we incurred $9.6 million and $11.2 million of net restructuring costs and $10.7 million and $4.3 million of transaction, transformation and integration costs during the three months ended March 31, 2026 and 2025, respectively. We expect to continue to incur such costs during 2026 as we continue executing on our current transformation initiative, and the resulting charges and cash requirements could be material.

Previous wording

Our continuing operations results include general corporate costs that were previously allocated to our OWN segment and DAS business unit. These indirect costs, reflected on the corporate and other line item within our segment information below, are classified as continuing operations, since they were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, the corporate and other costs related to our OWN segment and DAS business have been reallocated to our remaining segments and partially offset by income from our transition service agreement with Amphenol (Amphenol TSA).

Current wording

Our continuing operations results include general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. These indirect costs, reflected on the corporate and other line item within our segment information below, are classified as continuing operations, since the costs were not directly attributable to these discontinued operations. 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 our remaining segments and partially offset by income from our transition service agreement with Amphenol Corporation (Amphenol TSA). The corporate and other costs related to the CCS segment have been reallocated to our remaining segments and partially offset by income from our Amphenol TSA beginning in the first quarter of 2026.

Previous wording

Below we refer to certain supplementary RemainCo financial measures, which reflect the results of the RUCKUS and ANS segments, in the aggregate, and exclude the results and performance of our CCS segment. RemainCo financial measures also exclude general corporate costs that were previously allocated to the OWN segment and DAS business as discussed above. The RemainCo segments and the CCS segment represent the business segments as currently managed and reported by our Company. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the RemainCo financial measures. See the Segment Results section below for the aggregation of our RemainCo financial measures.

Current wording

Additionally, below we refer to certain supplementary Core financial measures, which reflect the results of the RUCKUS and Aurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to the discontinued operations. The Core results represent the business results as currently managed and reported by the Company. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the Core financial measures. See the “Segment Results” section below for the aggregation of our Core financial measures.

Previous wording

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 WITH THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Current wording

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 WITH THE THREE MONTHS ENDED MARCH 31, 2025

Previous wording

Net sales for the three and nine months ended September 30, 2025 increased $547.5 million, or 50.6%, and $1,093.3 million, or 36.0%, respectively, compared to the prior year periods primarily driven by increased sales volumes. The increase in net sales for the three months ended September 30, 2025 was driven by higher net sales of $376.7 million in the CCS segment, $147.2 million in the ANS segment and $23.6 million in the RUCKUS segment. The increase in net sales for the nine months ended September 30, 2025 was driven by higher net sales of $643.2 million in the CCS segment, $311.3 million in the ANS segment and $138.8 million in the RUCKUS segment. For further details by segment, see “Segment Results” below.

Current wording

Net sales for the three months ended March 31, 2026 increased $83.7 million, or 21.6% compared to the prior year period primarily driven by increased sales volumes partially offset by lower pricing. The increase in net sales for the three months ended March 31, 2026 was driven by higher net sales of $73.4 million in the Aurora segment and $10.3 million in the RUCKUS segment.

Previous wording

From a regional perspective, for the three months ended September 30, 2025 compared to the prior year period, net sales increased in the U.S. by $505.4 million, the Asia Pacific (APAC) region by $36.2 million and the Europe, Middle East and Africa (EMEA) region by $8.3 million, but decreased in the Caribbean and Latin America (CALA) region by $2.3 million and Canada by $0.1 million. For the nine months ended September 30, 2025 compared to the prior year period, net sales increased in the U.S. by $1,013.2 million, the APAC region by $46.0 million, the EMEA region by $26.8 million and Canada by $15.0 million, but decreased in the CALA region by $7.7 million. Net sales to customers located outside of the U.S. comprised 25.1% and 27.4%, respectively, of total net sales for the three and nine months ended September 30, 2025 compared to 34.0% and 34.6%, respectively, for the three and nine months ended September 30, 2024. Foreign exchange rate changes did not have a material impact on our net sales during the three or nine months ended September 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.

Current wording

From a regional perspective, for the three months ended March 31, 2026 compared to the prior year period, net sales increased in the U.S. by $63.6 million, the Europe, Middle East and Africa (EMEA) region by $19.3 million and the Asia Pacific (APAC) region by $14.4 million, but decreased in Canada by $9.0 million and the Caribbean and Latin America (CALA) region by $4.6 million. Net sales to customers located outside of the U.S. comprised 30.5% of total net sales for the three months ended March 31, 2026 compared to 32.0% for the three months ended March 31, 2025. Foreign exchange rate changes did not have a material impact on our net sales during the three months ended March 31, 2026 compared to the prior year period. For additional information on regional sales by segment, see “Segment Results” below and Note 6 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous wording

Gross profit increased by $232.7 million and $598.9 million for the three and nine months ended September 30, 2025, respectively, compared to the prior year periods primarily due to increased net sales volumes, partially offset by higher input costs.

Current wording

Gross profit increased by $36.1 million for the three months ended March 31, 2026 compared to the prior year period primarily due to increased net sales volumes and lower 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 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. As of the end of the third quarter of 2024, the majority of the Vantiva TSA services had ceased. 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 CCS segment, OWN segment and DAS business unit. 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 2 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous wording

For the three and nine months ended September 30, 2025, selling, general and administrative (SG&A) expense increased by $23.4 million and $71.1 million, respectively, compared to the prior year periods. The increase was primarily due to increased variable incentive compensation expense of $15.0 million and $33.6 million for the three and nine months ended September 30, 2025, respectively, and higher realization of savings from cost saving initiatives in the prior year periods.

Current wording

For the three months ended March 31, 2026, selling, general and administrative (SG&A) expense increased by $0.3 million, but decreased as a percentage of sales, compared to the prior year period. The increase was primarily due to increased variable incentive compensation expense of $2.2 million and higher transaction costs of $6.4 million, mostly offset by a reduction in legal expense of $6.6 million and various other costs.

Previous wording

For the three and nine months ended September 30, 2025, research and development (R&D) expense increased by $17.3 million and $34.9 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.

Current wording

Research and development (R&D) expense for three months ended March 31, 2026 decreased by $8.0 million due to lower spending within both the RUCKUS and Aurora segments, 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.

Previous wording

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

Current wording

For the three months ended March 31, 2026, amortization of purchased intangible assets was lower compared to the prior year period because certain of our intangible assets became fully amortized.

Previous wording

The net restructuring costs (credits) recorded during the three and nine months ended September 30, 2025 and 2024 were primarily related to CommScope NEXT. For the nine months ended September 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 $1.8 million and $18.3 million, respectively, and we paid $3.2 million and $16.0 million, respectively, to settle restructuring liabilities. We expect to pay an additional $4.5 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.

Current wording

The net restructuring costs recorded in the three months ended March 31, 2026 were primarily related to our new restructuring plan to right-size our cost structure and align operations with our revised business scope. For the three months ended March 31, 2026, our net restructuring costs were $9.6 million and we paid $6.1 million to settle restructuring liabilities. We expect to make cash payments of $7.0 million in the remainder of 2026 and $0.7 million during 2027 to settle our restructuring actions. Additional restructuring actions related to our restructuring efforts are expected to be identified, and the resulting charges and cash requirements could be material.

Previous wording

Foreign currency 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 loss for the three and nine months ended September 30, 2025 compared to the prior year periods 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 months ended March 31, 2026 compared to the prior year period was primarily driven by certain unhedged currencies.

Previous wording

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

Current wording

The change in other income (expense), net for the three months ended March 31, 2026 compared to the prior year period was not significant.

Previous wording

For the three and nine months ended September 30, 2025, we recognized income tax expense of $42.6 million on pretax income of $149.5 million and an income tax benefit of $250.1 million on pretax income of $175.9 million, respectively. Our income taxes were greater than the statutory rate of 21.0% for the three months ended September 30, 2025, primarily due to the impacts of U.S. anti-deferral provisions. Additionally, for the three months ended September 30, 2025, we recognized $9.0 million of tax benefit associated with a reduction to the valuation allowance recorded through the second quarter of 2025 related to current year federal and state interest limitation carryforwards. For the nine months ended September 30, 2025, our income taxes were less than the statutory rate of 21% 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. Offsetting these benefits for the nine months ended September 30, 2025, were the unfavorable impacts of $41.0 million 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 nine months ended September 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.

Current wording

For the three months ended March 31, 2026, we recognized an income tax benefit of $185.2 million on pretax income of $46.5 million. Our income taxes were less than the statutory rate of 21.0% for the three months ended March 31, 2026, primarily due to $196.6 million of tax benefit recognized in the quarter associated with a tax planning strategy.

Previous wording

The corporate and other line item above reflects general corporate costs that were previously allocated to our OWN segment and DAS business unit. 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 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.

Current wording

The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. 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 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA. The corporate and other costs related to the CCS segment have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA beginning in the first quarter of 2026.

Previous wording

For the three and nine months ended September 30, 2025, RUCKUS segment net sales increased compared to the prior year periods primarily due to higher sales volumes and pricing. From a regional perspective, for the three months ended September 30, 2025, RUCKUS segment net sales increased in the EMEA region by $17.6 million, the APAC region by $10.6 million, the CALA region by $2.2 million and Canada by $0.5 million, but decreased in the U.S. by $7.3 million, compared to the prior year period. For the nine months ended September 30, 2025, RUCKUS segment net sales increased in the U.S. by $87.4 million, the EMEA region by $33.7 million, the APAC region by $14.2 million, the CALA region by $1.9 million and Canada by $1.7 million compared to the prior year period. Foreign exchange rate changes did not have a material impact on our RUCKUS segment net sales during the three or nine months ended September 30, 2025.

Current wording

For the three months ended March 31, 2026, RUCKUS segment net sales increased compared to the prior year period primarily due to higher sales volumes, partially offset by lower pricing. From a regional perspective, for the three months ended March 31, 2026, RUCKUS segment net sales increased in the EMEA region by $14.8 million, the APAC region by $13.2 million and the CALA region by $2.2 million, but decreased in the U.S. by $19.6 million and Canada by $0.3 million, compared to the prior year period. Foreign exchange rate changes did not have a material impact on our RUCKUS segment net sales during the three months ended March 31, 2026.

Previous wording

For the three and nine months ended September 30, 2025, CCS segment operating income and adjusted EBITDA increased compared to the prior year periods primarily due to higher sales volumes and favorable product mix, partially offset by lower pricing and higher SG&A and R&D costs. For the nine months ended September 30, 2025, CCS segment operating income and adjusted EBITDA were also unfavorably impacted by higher input costs. CCS segment operating income for the three and nine months ended September 30, 2025 was unfavorably impacted by an increase in transaction, transformation and integration costs of $15.3 million and $29.7 million, respectively. Transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Current wording

For the three months ended March 31, 2026, RUCKUS segment operating income and adjusted EBITDA increased compared to the prior year period primarily due to higher sales volumes and lower R&D costs, partially offset by lower pricing and higher SG&A and input costs. RUCKUS segment operating income for the three months ended March 31, 2026, was unfavorably impacted by increases in transaction, transformation and integration costs of $7.4 million and restructuring costs of $2.9 million. Transaction, transformation and integration costs and restructuring costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Previous wording

Net sales for the CCS segment increased for the three and nine months ended September 30, 2025 compared to the prior year periods primarily due to higher sales volumes in the Data Center business, partially offset by lower pricing. From a regional perspective, for the three months ended September 30, 2025, net sales increased in the U.S. by $372.9 million, the APAC region by $20.0 million, and Canada by $0.7 million, but decreased in the EMEA region by $12.4 million and the CALA region by $4.5 million, compared to the prior year period. For the nine months ended September 30, 2025, net sales increased in the U.S. by $643.4 million, the APAC region by $17.6 million and Canada by $10.5 million, but decreased in the EMEA region by $25.3 million and the CALA region by $3.0 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 nine months ended September 30, 2025.

Current wording

For the three months ended March 31, 2026, net sales increased in the Aurora segment compared to the prior year period primarily due to higher sales volumes in Access Technologies, partially offset by lower pricing. From a regional perspective, for the three months ended March 31, 2026, Aurora segment net sales increased in the U.S. by $83.2 million, the EMEA region by $4.5 million and the APAC region by $1.2 million, but decreased in Canada by $8.7 million and the CALA region by $6.8 million, compared to the prior year period. Foreign exchange rate changes did not have a material impact on our Aurora segment net sales during the three months ended March 31, 2026.

Previous wording

For the three and nine months ended September 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 unfavorable product mix, higher input costs and higher SG&A and R&D costs. For the three and nine months ended September 30, 2025, ANS segment operating income was favorably impacted by reductions in amortization expense of $2.0 million and $18.8 million, respectively, and reductions in transaction, transformation and integration costs of $5.4 million and 10.7 million, respectively. For the nine months ended September 30, 2025, ANS segment operating income was favorably impacted by a reduction in restructuring costs of $19.4 million. Amortization expense, transaction, transformation and integration costs and restructuring costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Current wording

For the three months ended March 31, 2026, Aurora segment operating income and adjusted EBITDA increased compared to the prior year period primarily due to higher sales volumes and lower R&D costs, partially offset by lower pricing, higher SG&A and input costs and unfavorable product mix. For the three months ended March 31, 2026, Aurora segment operating income was favorably impacted by reductions in amortization expense of $3.4 million, restructuring costs of $3.3 million and transaction, transformation and integration costs of $1.8 million. Amortization expense, restructuring costs and transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Previous wording

Includes cash and cash equivalents in assets held for sale of $98.4 million as of December 31, 2024.

Current wording

Includes cash and cash equivalents in assets held for sale of $168.4 million as of December 31, 2025.

Previous wording

Working capital is net of assets and liabilities held for sale and consists of current assets of $2,803.4 million less current liabilities of $1,243.8 million as of September 30, 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 $3,323.8 million less current liabilities of $498.6 million as of March 31, 2026 and current assets of $1,471.7 million less current liabilities of $711.6 million as of December 31, 2025.

Previous wording

Total capitalization includes long-term debt, including the current portion, Series A convertible preferred stock (the Convertible Preferred Stock) and stockholders’ deficit.

Current wording

Total capitalization includes stockholders’ deficit for both periods presented, and also includes long-term debt and Series A Convertible Preferred Stock (Convertible Preferred Stock) as of December 31, 2025.

Previous wording

Our principal sources of liquidity on a short-term basis are cash and cash equivalents, cash flows provided by operations and availability under our credit facilities. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of additional equity and/or debt.

Current wording

Our principal sources of liquidity on a short-term basis are cash and cash equivalents and cash flows provided by operations. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of equity and/or debt. On April 7, 2026, we entered into a revolving credit agreement providing for a senior secured asset-based revolving credit facility (the New Revolving Credit Facility) available to the Company and certain of our U.S. subsidiaries designated as co-borrowers therein, in an aggregate principal amount of up to $300.0 million, subject to borrowing base availability. See Note 8 for further discussion of the New Revolving Credit Facility.

Previous wording

The primary uses of liquidity include debt service requirements, voluntary debt repayments, redemptions or purchases on the open market, working capital requirements, capital expenditures, business separation transaction costs, transformation costs, restructuring costs, dividends related to the Convertible Preferred Stock if we elect to pay such dividends in cash, litigation settlements, income tax payments and other contractual obligations.

Current wording

The primary uses of liquidity include working capital requirements, capital expenditures, business separation transaction costs, transformation costs, restructuring costs, litigation settlements, income tax payments and other contractual obligations.

Previous wording

We may be required to obtain additional financing in the future to address our liquidity needs, and, subject to market conditions, we may from time to time seek to amend, refinance, restructure, exchange or repurchase our outstanding indebtedness and/or raise additional equity or other financing. Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain additional financings) that are not favorable to us, and any such additional equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings. Furthermore, our failure to obtain any necessary financing, amendment, refinancing, restructuring, exchange or repurchases could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity.

Current wording

We currently believe that our existing cash, cash equivalents and cash flows from operations will be sufficient to meet our presently anticipated future cash needs. However, we may be required to obtain financing in the future to address our liquidity needs, and, subject to market conditions, we may from time to time seek to amend, refinance, restructure, exchange or repurchase our outstanding indebtedness and/or raise equity or other financing. Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain financings) that are not favorable to us, and any such equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings. Furthermore, our failure to obtain any necessary financing, or any future amendment, refinancing, restructuring, exchange or repurchases could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity.

Previous wording

We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts. We may, from time to time, seek to obtain alternative sources of financing, by borrowing additional amounts under our Revolving Credit Facility, issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs. Any issuance of equity or debt may be for cash or in exchange for our outstanding securities or indebtedness, or a combination thereof.

Current wording

We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts. We may, from time to time, seek to obtain alternative sources of financing, by issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs. Any issuance of equity or debt may be for cash or in exchange for our outstanding securities or indebtedness, or a combination thereof.

Previous wording

Cash and cash equivalents increased by $42.0 million during the nine months ended September 30, 2025 as described under the Cash Flow Overview section below. As of September 30, 2025, approximately 39.2% of our cash and cash equivalents were held outside the U.S.

Current wording

Cash and cash equivalents increased by $1,587.2 million during the three months ended March 31, 2026 as described under the Cash Flow Overview section below. As of March 31, 2026, approximately 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 nine months ended September 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 third quarter of 2025 compared to the fourth quarter of 2024, partially offset by increases in accounts payable and other liabilities. During the nine months ended September 30, 2025, we sold accounts receivable under customer-sponsored supplier financing agreements. This had an impact of approximately $58 million on working capital, excluding cash and cash equivalents and the current portion of long-term debt, as of September 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 nine months ended September 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.

Current wording

Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents, increased during the three months ended March 31, 2026 compared to the fourth quarter of 2025 primarily due to a decrease in accounts payable and other liabilities. The net decrease in total capitalization during the three months ended March 31, 2026 is primarily driven by the repayment of debt in connection with the sale of the CCS segment, partially offset by net income reflected for the period.

Previous wording

During the nine months ended September 30, 2025, the increase in net cash generated by operating activities compared to the prior year period was driven by improved operating performance and lower cash interest paid, partially offset by higher cash taxes paid in the current year period compared to the prior year period.

Current wording

During the three months ended March 31, 2026, the increase in net cash used in operating activities compared to the prior year period was driven by higher variable incentive compensation payments, partially offset by lower interest and cash taxes paid in the current year period compared to the prior year period.

Previous wording

During the nine months ended September 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 $7.4 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 $26.5 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.

Current wording

During the three months ended March 31, 2026, the increase in cash generated by investing activities compared to the prior year period was primarily driven by $10,460.4 million of net proceeds related to the sale of the CCS segment to Amphenol in the current year period compared to $2,034.5 million of net proceeds related to the sale of the OWN segment and DAS business unit to Amphenol in the prior year period. The net cash generated by investing activities also benefited from favorable impacts due to decreased capital expenditures of $2.2 million compared to the prior year period.

Previous wording

During the nine months ended September 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.

Current 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. We also borrowed $50.0 million and repaid $250.0 million of outstanding borrowings under our Prior Revolving Credit Facility during the three months ended March 31, 2025. In connection with the debt refinancing completed in December 31, 2024, we paid $5.7 million of debt issuance costs during the three months ended March 31, 2025.

Previous wording

During the nine months ended September 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 $11.2 million compared to $1.8 million in the prior year period.

Current wording

During the three months ended March 31, 2026, 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 $20.4 million compared to $1.5 million in the prior year period.

Previous wording

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

Current wording

We also believe presenting these non-GAAP results for the twelve months ended March 31, 2026 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, 2025 from the data for the year ended December 31, 2025 and then adding the data for the three months ended March 31, 2026.

Previous wording

In 2025 and 2024, primarily reflects transaction costs related to certain CommScope NEXT initiatives.

Current wording

In 2026 and 2025, primarily reflects transaction costs related to our transformation initiative that began in 2021.

Previous wording

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement with Amphenol, pursuant to which Amphenol has agreed to acquire our CCS segment (the “proposed transaction”); the inability to complete the proposed transaction due to the failure to satisfy the conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction; risks related to disruption of management’s attention from our ongoing business operations due to the proposed transaction; the effect of the announcement of the proposed transaction on our relationships, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; exceeding the expected costs of the proposed transaction; our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers and channel partners; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; risks related to the successful execution of CommScope NEXT and other cost saving initiatives; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our substantial indebtedness, including our upcoming maturities and evaluation of capital structure alternatives and restrictive debt covenants; our ability to refinance existing indebtedness prior to its maturity or incur additional indebtedness at acceptable interest rates or at all; our ability to generate cash to service our indebtedness; the ability to recognize the expected…

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Current wording

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement for the Ruckus transaction; the inability to complete the proposed transaction due to the failure to satisfy any of the conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the proposed transaction on the Company’s relationships, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; exceeding the expected costs of the transaction; our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers and channel partners; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; risks related to the successful execution of our transformation initiative and other cost saving initiatives; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facility or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our ability to incur indebtedness at acceptable interest rates or at all; our ability to generate cash to service any future indebtedness; the ability to recognize the expected benefits of the sale of the CCS segment and prior sale transactions, including the expected financial performance of Vistance Networks following the transaction and prior sale transactions; the effect of the proposed transaction and prior sale transactions on the ability of…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

These and other factors are discussed in greater detail in our 2024 Annual Report on Form 10-K and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission. Although the information contained in this Quarterly Report on Form 10-Q represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this Quarterly Report on Form 10-Q, except to the extent required by law.

Current wording

These and other factors are discussed in greater detail under the heading "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Annual Report on Form 10-K and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission. Although the information contained in this Quarterly Report on Form 10-Q represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this Quarterly Report on Form 10-Q, except to the extent required by law.