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Vistance Networks, Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

VISN$5.50+1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0001193125-26-193963

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001193125-26-336708

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 89 previous paragraphs and 92 current paragraphs.

44 unchanged; 36 reworded; 9 added; 9 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

On April 29, 2026, we entered into a definitive agreement with Belden Inc. (Belden), a Delaware corporation, pursuant to which Belden agreed to acquire our RUCKUS segment, which provides wireless networks for enterprise and service provider customers, in exchange for approximately $1.846 billion in cash, subject to certain adjustments. The divestiture of the RUCKUS segment met the “held for sale” criteria in the second quarter of 2026 per Accounting Standard Codification (ASC) 360-10, Impairment and Disposal of Long Lived Assets, and we have determined that it represents a strategic shift that will have a major effect on the Company’s operations. As such, the results of operations directly attributable to the RUCKUS segment have been reclassified to discontinued operations per ASC 205-20, Presentation of Financial Statements—Discontinued Operations, on the Condensed Consolidated Statements of Operations, retrospectively for all periods presented beginning in the second quarter of 2026. In addition, the assets and liabilities of the RUCKUS segment have been presented separately as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets for both current and prior periods beginning in the second quarter of 2026. For further discussion of the divestiture and sale of the RUCKUS segment, see Notes 2 and 9 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Current report

Net sales for the three months ended June 30, 2026 decreased by $4.5 million, or 1.4% compared to the prior year period, primarily driven by unfavorable product mix, lower pricing and lower sales volume. For the six months ended June 30, 2026, net sales increased by $58.3 million, or 10.4% compared to the prior year period, primarily driven by higher sales volume, partially offset by unfavorable product mix and lower pricing.

Current report

From a regional perspective, for the three months ended June 30, 2026 compared to the prior year period, net sales decreased in the Europe, Middle East and Africa (EMEA) region by $5.2 million and Canada by $2.7 million, but increased in the U.S. by $2.7 million, the Asia Pacific (APAC) region by $0.4 million and the Caribbean and Latin America (CALA) region by $0.3 million. For the six months ended June 30, 2026 compared to the prior year period, net sales increased in the U.S. by $76.5 million and the APAC region by $1.6 million, but decreased in Canada by $11.4 million, the CALA region by $6.5 million and the EMEA region by $1.9 million.

Current report

Gross profit decreased by $35.3 million and $20.8 million, for the three and six months ended June 30, 2026, respectively, compared to the prior year periods primarily due to unfavorable product mix and lower pricing, partially offset by lower input costs. For the six months ended June 30, 2026, gross profit was also favorably impacted by an increase in sales volume compared to the prior year period.

Current report

Other income (expense), net for the three and six months ended June 30, 2026 was favorably impacted by gains on certain financial assets. For the six months ended June 30, 2025, other income (expense), net includes $1.1 million of debt issuance costs related to a debt refinancing transaction in the fourth quarter of 2024.

Current report

Aurora’s results represent our Core financial measures and exclude general corporate costs that were previously allocated to the RUCKUS segment and CCS segment, since these costs were not directly attributable to these discontinued operations.

Current report

Aurora’s results represent our Core financial measures and exclude general corporate costs that were previously allocated to the RUCKUS segment, CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to these discontinued operations.

Current report

During the six months ended June 30, 2026, we paid a one-time special cash distribution of approximately $2,316.3 million, which was funded from proceeds generated from the sale of the CCS segment.
Removed paragraphs (9)

Previous report

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 report

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 report

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 report

Core financial measures 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 these discontinued operations.

Previous report

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 report

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.
Reworded paragraphs (36)

Previous 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).

Current wording

The following narrative is an analysis of the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 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

We are a global provider of infrastructure solutions for communication, data center and entertainment networks. Our 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. Our solutions are complemented by services including technical support, systems design and integration. We are a leader in digital video and IP television distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. Our global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

Current wording

We are a global provider of intelligent network solutions. Our solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers, to deliver media, voice and Internet Protocol (IP) data services. Our solutions are complemented by services including technical support, systems design and integration. We are a leader in digital video and IP television distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. Our global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

Previous 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.

Current wording

Following the divestiture of the Connectivity and Cable Solutions (CCS) segment that was completed on January 9, 2026, we initiated a new restructuring plan to right-size our cost structure and align operations with our revised business scope. As a result of this transaction, the new restructuring plan and our prior transformation initiative, we incurred $8.4 million and $15.1 million of net restructuring costs and $7.6 million and $5.6 million of transaction, transformation and integration costs for the three and six months ended June 30, 2026, respectively. We incurred $1.6 million and $11.5 million of net restructuring costs and $12.3 million and $10.0 million of transaction, transformation and integration costs during the three and six months ended June 30, 2025, respectively. We expect to continue to incur such costs during the remainder of 2026 as we continue executing on our current transformation initiative, and the resulting charges and cash requirements could be material.

Previous wording

In addition to the divestiture of the CCS segment, we completed the divestitures of our Home business, Outdoor Wireless Networks (OWN) segment and Distributed Antenna Systems (DAS) business unit during 2025 and 2024. Unless otherwise noted, the following discussions relate solely to our continuing operations. For further discussion of the discontinued operations related to our CCS segment, OWN segment, DAS business unit and Home business, see Note 2 in the Notes to Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K.

Current wording

In addition to the divestiture of the CCS segment, we completed the divestitures of our Home Networks (Home) business, Outdoor Wireless Networks (OWN) segment and Distributed Antenna Systems (DAS) business unit during 2025 and 2024. Unless otherwise noted, the following discussions relate solely to our continuing operations. For further discussion of the discontinued operations related to our CCS segment, OWN segment, DAS business unit and Home business, see Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous 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.

Current wording

Our continuing operations results include general corporate costs that were previously allocated to the RUCKUS segment, 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 the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the corporate and other costs related to the RUCKUS segment will be reallocated to our remaining segment and partially offset by income from the Transition Service Agreement with Belden (Belden TSA).

Previous 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.

Current wording

Additionally, below we refer to certain supplementary Core financial measures, which reflect the results of the Aurora segment and exclude general corporate costs that were previously allocated to the RUCKUS segment, 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 a breakdown of Aurora’s results which represent our Core financial measures, and corporate and other costs which include the general corporate costs that were previously allocated to the divestitures.

Previous wording

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

Current wording

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 WITH THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Previous wording

Core financial measures 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 these discontinued operations. Beginning in the first quarter of 2025, these costs related to the OWN segment and DAS business unit have been reallocated to our remaining segmentsand partially offset by income from our Amphenol TSA. These costs related to the CCS segment have been reallocated to our remaining segmentsand partially offset by income from our Amphenol TSA beginning in the first quarter of 2026. See “Segment Results” section below for the aggregation of our Core financial measures.

Current wording

Core financial measures reflect the results of the Aurora segment and exclude general corporate costs that were previously allocated to the RUCKUS segment, CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, these costs related to the OWN segment and DAS business unit have been reallocated to our remaining segmentsand partially offset by income from the Amphenol TSA. These costs related to the CCS segment have been reallocated to our remaining segmentsand partially offset by income from the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, these costs related to the RUCKUS will be reallocated to our remaining segment and partially offset by income from the Belden TSA.

Previous 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.

Current wording

Net sales to customers located outside of the U.S. comprised 19.2% and 19.1% of total net sales for the three and six months ended June 30, 2026, respectively, compared to 21.2% and 24.3% for the three and six months ended June 30, 2025, respectively. Foreign exchange rate changes did not have a material impact on our net sales during the three or six months ended June 30, 2026 compared to the prior year periods. 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

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.

Current wording

Selling, general and administrative (SG&A) expense decreased by $15.6 million and $27.5 million for the three and six months ended June 30, 2026, respectively, compared to the prior year periods. For the three and six months ended June 30, 2026, the decrease was primarily due to decreased variable incentive compensation expense of $7.6 million and $8.2 million, respectively, and decreased legal expense of $4.9 million and $11.5 million, respectively, partially offset by higher transaction costs of $1.9 million and 2.3 million, respectively.

Previous 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.

Current wording

Research and development (R&D) expense for the three and six months ended June 30, 2026 decreased by $12.3 million and $18.4 million, respectively, due to lower spending within the Aurora segment compared to the prior year periods. R&D activities generally involve ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

Previous wording

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

Current wording

For the three and six months ended June 30, 2026, amortization of purchased intangible assets was lower compared to the prior year periods because certain of our intangible assets became fully amortized.

Previous wording

The net restructuring costs recorded 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.

Current wording

The net restructuring costs recorded in the three and six months ended June 30, 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 and six months ended June 30, 2026, our net restructuring costs were $8.4 million and $15.1 million, respectively, and we paid $4.6 million and $9.9 million, respectively, to settle restructuring liabilities. We expect to make cash payments of $6.6 million in the remainder of 2026 and $0.9 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 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.

Current wording

Foreign currency gain (loss) includes the net foreign currency gains and losses resulting from the settlement of receivables and payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary’s functional currency. The change in foreign currency gain (loss) for the three and six months ended June 30, 2026 compared to the prior year periods was primarily driven by certain unhedged currencies.

Previous wording

In connection with the sale of the CCS segment that was completed on January 9, 2026, we repaid our third‑party debt at closing, and all interest expense was reported within discontinued operations. However, we expect to incur interest expense in the future. The increase in interest income compared to the prior year period was primarily driven by interest earned on the net proceeds related to the sale of the CCS segment.

Current wording

In connection with the sale of the CCS segment that was completed on January 9, 2026, we repaid our third‑party debt at closing, and all interest expense was reported within discontinued operations. However, we expect to incur interest expense in the future. The increase in interest income compared to the prior year periods was primarily driven by interest earned on the net proceeds related to the sale of the CCS segment.

Previous 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.

Current wording

For the three and six months ended June 30, 2026, we recognized an income tax benefit of $28.7 million on a pretax loss of $2.6 million and an income tax benefit of $22.3 million on pretax income of $20.4 million, respectively. Our income taxes were less than the statutory rate of 21.0% for the three and six months ended June 30, 2026, primarily due to $21.0 million and $21.2 million, respectively, of tax benefit associated with the Company’s equity compensation plan. Additionally, we recognized $7.1 million of tax benefit for each of the three and six months ended June 30, 2026 related to remeasuring certain net deferred taxes. Offsetting these benefits for the three and six months ended June 30, 2026, were the unfavorable impacts of U.S. anti-deferral provisions.

Previous wording

For the three months ended March 31, 2025, we recognized an income tax benefit of $357.5 million on a pretax loss of $16.4. Our income taxes for the three months ended March 31, 2025, were favorably impacted by $361.1 million of tax benefit recognized in the quarter associated with a tax planning strategy, as well as the tax benefit related to federal tax credits. Offsetting these benefits were the unfavorable impacts of $29.6 million of an additional valuation allowance recorded in the quarter related to current year federal and state interest limitation carryforwards and U.S. anti-deferral provisions.

Current wording

For the three and six months ended June 30, 2025, we recognized income tax expense of $2.5 million on pretax income of $8.4 million and an income tax benefit of $359.2 million on a pretax loss of $20.8 million, respectively. Our income taxes for the three and six months ended June 30, 2025, were favorably impacted by the tax benefit related to federal tax credits, as well as $361.1 million 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 U.S. anti-deferral provisions.

Previous 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.

Current wording

The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the RUCKUS segment and CCS segment. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations. 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. Beginning in the third quarter of 2026, the corporate and other costs related to the RUCKUS segment will be reallocated to our remaining segment and partially offset by income from the Belden TSA.

Previous 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.

Current wording

For the three months ended June 30, 2026, net sales decreased in the Aurora segment compared to the prior year period primarily due to unfavorable product mix, lower pricing and lower sales volume. For the six months ended June 30, 2026, net sales increased in the Aurora segment compared to the prior year period primarily due to higher sales volume, partially offset by unfavorable product mix and lower pricing. From a regional perspective, for the three months ended June 30, 2026, Aurora segment net sales decreased in the EMEA region by $4.8 million and Canada by $2.7 million, but increased in the U.S. by $3.5 million, the APAC region by $0.4 million and the CALA region by $0.3 million, compared to the prior year period. For the six months ended June 30, 2026 compared to the prior year period, net sales increased in the U.S. by $86.7 million and the APAC region by $1.6 million, but decreased in Canada by $11.4 million, the CALA region by $6.5 million and the EMEA region by $0.3 million. Foreign exchange rate changes did not have a material impact on our Aurora segment net sales during the three or six months ended June 30, 2026 compared to the prior year periods.

Previous 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.

Current wording

For the three and six months ended June 30, 2026, Aurora segment operating income and adjusted EBITDA decreased compared to the prior year periods primarily driven by unfavorable product mix, lower pricing, lower sales volume and higher SG&A, partially offset by lower input costs and lower R&D costs. For the six months ended June 30, 2026, Aurora segment operating income and adjusted EBITDA were also favorably impacted by higher sales volume. For the three and six months ended June 30, 2026, Aurora segment operating income was unfavorably impacted by increases in restructuring costs of $6.4 million and $3.1 million, respectively, and transaction, transformation and integration costs of $3.0 million and $4.8 million, respectively. Aurora segment operating income was favorably impacted by decreases in amortization expense of $2.4 million and $5.8 million, respectively, for the three and six months ended June 30, 2026. Restructuring costs, transaction, transformation and integration costs and amortization expense 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 $168.4 million as of December 31, 2025.

Current wording

Includes cash and cash equivalents in assets held for sale of $38.0 million as of June 30, 2026 and $309.2 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 $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.

Current wording

Working capital is net of assets and liabilities held for sale and consists of current assets of $938.3 million less current liabilities of $405.5 million as of June 30, 2026 and current assets of $1,171.6 million less current liabilities of $468.1 million as of December 31, 2025.

Previous wording

In connection with the sale of the CCS segment on January 9, 2026, on the closing date, we (i) repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction and terminated all outstanding commitments under each of our Prior Revolving Credit Agreement dated as of April 4, 2019, and our Prior Term Loan Credit Agreement, dated as of December 17, 2024 and (ii) satisfied and discharged the indentures governing the Notes and redeemed all outstanding Notes on January 26, 2026 using a portion of the proceeds from the transaction.

Current wording

In connection with the sale of the CCS segment on January 9, 2026, on the closing date, we repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction and terminated all outstanding commitments under the prior revolving credit agreement dated as of April 4, 2019. We entered into a new senior secured asset-based revolving credit facility (Revolving Credit Facility) on April 7, 2026.

Previous 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.

Current wording

Total capitalization includes stockholders’ equity (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 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.

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 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. For further discussion of the Revolving Credit Facility, see Note 5 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Previous 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.

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, other contractual obligations, and periodic repurchases of our outstanding common stock.

Previous 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.

Current wording

Cash and cash equivalents decreased by $771.2 million during the six months ended June 30, 2026 as described under the Cash Flow Overview section below. In the second quarter of 2026, the Company paid a one-time special cash distribution of approximately $2,316.6 million, funded primarily from proceeds received from the sale of the CCS segment. The distribution included distributions paid on outstanding common shares as well as dividend equivalents associated with certain equity awards that were vested during the quarter and contributed to the decrease in cash and cash equivalents and stockholders' equity during the period. As of June 30, 2026, approximately 42% 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, 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.

Current wording

Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents, increased during the six months ended June 30, 2026 compared to the fourth quarter of 2025 primarily due to increases in prepaid expenses and inventory balances and a decrease in accrued and other liabilities, partially offset by increased accounts payable. The net decrease in total capitalization during the six months ended June 30, 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 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.

Current wording

During the six months ended June 30, 2026, the increase in net cash used in operating activities compared to the prior year period was primarily driven by a higher use of cash from working capital and higher variable incentive compensation payments and cash taxes paid, partially offset by lower interest in the current year period compared to the prior year period.

Previous 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.

Current wording

During the six months ended June 30, 2026, the increase in cash generated by investing activities compared to the prior year period was primarily driven by net proceeds of $10,541.7 million of net proceeds related to the sale of the CCS segment to Amphenol in the current year period compared to net proceeds of $2,034.5 million related to the sale of the OWN segment and DAS business unit and $7.3 million related to the sale of the OneCell business 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 $4.2 million compared to the prior year period.

Previous wording

During the three months ended March 31, 2026, in connection with sale of the CCS segment, we repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction which included repayment of our then-existing 2029 Term Loan in an aggregate outstanding principal amount of $3,150 million and the redemption of all outstanding Notes including (1) $1,000.0 million in outstanding aggregate principal amount of the 2031 Secured Notes, (2) $951.0 million in outstanding aggregate principal amount of the 2029 Secured Notes, (3) $641.6 million in outstanding aggregate principal amount of the 2028 Notes, (4) $866.9 million in outstanding aggregate principal amount of the 8.25% 2027 Notes and (5) $750.0 million in outstanding aggregate principal amount of the 5.00% 2027 Notes. We also recorded a loss of $11.3 million on the extinguishment of debt for the three months ended March 31, 2026. In addition, on the closing date, we redeemed 100% of the Convertible Preferred Stock for $1.3 billion of cash.

Current wording

During the six months ended June 30, 2026, in connection with sale of the CCS segment, we repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction which included repayment of our then-existing 2029 Term Loan in an aggregate outstanding principal amount of $3,150 million and the redemption of all outstanding Notes including (1) $1,000.0 million in outstanding aggregate principal amount of the 2031 Secured Notes, (2) $951.0 million in outstanding aggregate principal amount of the 2029 Secured Notes, (3) $641.6 million in outstanding aggregate principal amount of the 2028 Notes, (4) $866.9 million in outstanding aggregate principal amount of the 8.25% 2027 Notes and (5) $750.0 million in outstanding aggregate principal amount of the 5.00% 2027 Notes. We also recorded a loss of $11.3 million on the extinguishment of debt for the six months ended June 30, 2026. In addition, on the closing date, we paid $1,278.7 million of cash to redeem 100% of the Convertible Preferred Stock.

Previous wording

During the three months ended March 31, 2025, we repurchased $299.0 million in aggregate principal amount of our 2029 Secured Notes and repurchased in full the $1,500.0 million outstanding amount of our 2026 Secured Notes. 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.

Current wording

During the six months ended June 30, 2025, we repurchased $299.0 million in aggregate principal amount of our 2029 Secured Notes and repurchased in full the $1,500.0 million outstanding amount of our 2026 Secured Notes. We also borrowed $50.0 million and repaid $250.0 million of outstanding borrowings under our Prior Revolving Credit Facility during the six months ended June 30, 2025.

Previous 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.

Current wording

During the six months ended June 30, 2026, we received proceeds of $1.8 million related to the exercise of stock options. In addition, during the six months ended June 30, 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 $43.2 million compared to $10.9 million in the prior year period.

Previous 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.

Current wording

We also believe presenting these non-GAAP results for the twelve months ended June 30, 2026 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the six months ended June 30, 2025 from the data for the year ended December 31, 2025 and then adding the data for the six months ended June 30, 2026.

Previous wording

In 2025, reflects apretax loss of $4.8 million related to the sale of our OneCell business.

Current wording

In 2025, reflects a pretax loss of $4.9 million related to the sale of our OneCell business.

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 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.

Current wording

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, 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; 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 components, including memory chips, 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 components; risks related to the successful execution of our initiatives related to stranded costs reductions; potential difficulties in realigning manufacturing capacity and capabilities between our manufacturing facility and facilities 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; our ability to fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political, geopolitical and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets…

Excerpt shortened here; the source contains the full paragraph.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the RUCKUS segment, 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. Beginning in the third quarter of 2026, the corporate and other costs related to the RUCKUS segment will be reallocated to our remaining segment and partially offset by income from the Belden TSA.

Current report — wording carried from elsewhere

See “Reconciliation of Non-GAAP Measures” within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Current report — wording carried from elsewhere

During the six months ended June 30, 2026, we paid approximately $2.6 million of upfront fees and expenses in connection with the new Revolving Credit Facility. In connection with the debt refinancing completed in December 31, 2024, we paid $5.7 million of debt issuance costs during the six months ended June 30, 2025.