Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 25,~~July 22, 2022, there were ~~207,261,230~~208,192,659 shares of Common Stock outstanding.

1. BACKGROUND AND BASIS OF PRESENTATION

Background

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

As of January 1, 2022, the Company reorganized its internal management and reporting structure to align its portfolio of products and solutions more closely with the markets it serves and bring better performance clarity with its competitive peer set. The reorganization changed the information regularly reviewed by the Company’s chief operating decision maker for purposes of allocating resources and assessing performance. As a result, the Company is now reporting financial performance based on the following operating segments: Connectivity and Cable Solutions (CCS), Outdoor Wireless Networks (OWN), Networking, Intelligent Cellular and Security Solutions (NICS), Access Network Solutions (ANS) and Home Networks (Home). These five segments represent non-aggregated reportable operating segments. Prior to this change, the Company operated and reported four operating segments: Broadband Networks (Broadband), Outdoor Wireless Networks (OWN), Venue and Campus Networks (VCN) and Home Networks (Home). All prior period amounts in these condensed consolidated financial statements have been recast to reflect these operating segment changes.

Basis of Presentation

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

The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the 2021 Annual Report). The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the 2021 Annual Report. There were no material changes in the Company’s significant accounting policies during the three or six months ended ~~March 31,~~June 30, 2022.

Concentrations of Risk and Related Party Transactions

NaN direct customer accounted for 10% or more of the Company’s total net sales during the three or six months ended ~~March 31,~~June 30, 2022 or 2021. As of ~~March 31,~~June 30, 2022, 0 direct customer accounted for 10% or more of the Company’s accounts receivable.

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

As of ~~March 31,~~June 30, 2022, funds affiliated with Carlyle Partners VII S1 Holdings, L.P. (Carlyle) owned 100% of the Series A convertible preferred stock (the Convertible Preferred Stock), which was sold to Carlyle to fund a portion of the acquisition of ARRIS International plc (ARRIS) in 2019. See Note 9 for further discussion of the Convertible Preferred Stock. Other than transactions related to the Convertible Preferred Stock, there were 0 material related party transactions for the three or six months ended ~~March 31,~~June 30, 2022.

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Commitments and Contingencies

Product Warranties

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

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


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2022			2021			2022			2021			2022			2021
Product warranty accrual, beginning of period	$	66.8		$	59.5		$	66.0		$	62.1		$	66.8		$	59.5
Provision for warranty claims		5.1			10.6			7.1			12.6			12.2			23.2
Warranty claims paid		(6.0	)		(7.8	)		(11.7	)		(5.4	)		(17.7	)		(13.1	)
Foreign exchange		0.1			(0.2	)		(0.5	)		0.2			(0.4	)		(0.1	)
Product warranty accrual, end of period	$	66.0		$	62.1		$	60.9		$	69.5		$	60.9		$	69.5

Third Party Guarantees

The Company was contingently liable under open standby letters of credit issued by its banks in favor of third parties that totaled $~~50.0~~42.5 million as of ~~March 31,~~June 30, 2022. These letters of credit primarily support performance obligations of a third-party contractor. These amounts represent an estimate of the maximum amounts the Company would expect to incur upon the contractual non-performance of the third-party contractor, but the Company also has cross-indemnities in place that may enable it to recover amounts in the event of non-performance by the third-party contractor. The Company believes the likelihood of having to perform under these guarantees is remote. There were 0 material amounts recorded in the condensed consolidated financial statements related to third-party guarantee agreements as of or for the three or six months ended ~~March 31,~~June 30, 2022. As of ~~March 31,~~June 30, 2022, these instruments reduced the available borrowings under the senior secured asset-based revolving credit facility (the Revolving Credit Facility).

Legal Proceedings

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

The Company had liabilities of $~~19.1~~22.3 million and $24.6 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, recorded in accrued and other liabilities and noncurrent liabilities on the Condensed Consolidated Balance Sheets related to certain intellectual property claims and assertions. Charges related to these intellectual property claims and assertions were 0t material for the three or six months ended ~~March 31, 2022 or 2021.~~June 30, 2022. For the three and six months ended June 30, 2021, the Company recorded a charge to cost of sales in the Condensed Consolidated Statements of Operations of $40.0 million and $41.5 million, respectively, related to these intellectual property claims and assertions. These amounts are reflected in the results of the Home, ANS and NICS segments for the prior year periods. The Company paid $~~7.1~~2.7 million and $9.8 million during the three and six months ended ~~March 31,~~June 30, 2022, respectively, and paid $4.0 million during the three and six months ended June 30, 2021 to settle intellectual property claims and assertions. ~~There were no such settlements paid during the three months ended March 31, 2021.~~

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

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

~~CommScope Holding Company, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~(In millions, unless otherwise noted)~~

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

Asset Impairments

Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of the reporting unit may exceed its fair value. The Company assessed goodwill for impairment due to a change in the composition of certain reporting units resulting from the new segment structure as of January 1, 2022. The Company performed impairment testing immediately before and after the change and determined that no goodwill impairment existed. See Note 2 for further discussion. There were 0 goodwill impairments identified during the three or six months ended ~~March 31,~~June 30, 2022 or 2021.

Property, plant and equipment, intangible assets with finite lives and right of use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are adjusted to estimated fair value. Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of restructuring actions, there were 0 definite-lived intangible or other long-lived asset impairments identified during the three or six months ended ~~March 31,~~June 30, 2022 or 2021.

Income Taxes

For the three and six months ended ~~March 31,~~June 30, 2022, the Company recognized a tax benefit of $~~30.9~~14.5 million on a pretax loss of $75.5 million and $16.4 million of income tax expense on a pretax loss of $~~109.0~~184.5 ~~million. The~~million, respectively. For the three and six months ended June 30, 2022, the Company’s change in income tax ~~expense~~ was driven by the unfavorable impacts of U.S. anti-deferral provisions and non-creditable withholding taxes. These unfavorable impacts were offset partially by decreases in prior year uncertain tax positions.

For the three and six months ended ~~March 31,~~June 30, 2021,, the Company’s effective tax rate was ~~23.2~~0.4% and 10.7%, respectively, and the Company recognized a tax benefit of $~~29.5~~0.6 million on a pretax loss of $~~127.1~~154.4 ~~million. The~~million and a tax benefit of $30.1 million on a pretax loss of $281.5 million, respectively. For the three and six months ended June 30, 2021, the Company’s tax benefit was ~~higher than the statutory rate and was~~unfavorably impacted ~~favorably~~ by ~~decreases in prior year uncertain tax positions and adjustments~~$37.3 million related to ~~the finalization of prior year’s~~a foreign tax ~~returns, offset partially by the unfavorable~~rate change as well as impacts of earnings in foreign jurisdictions that are taxed at rates higher than the U.S. statutory rate, foreign withholding taxes and U.S. anti-deferral provisions. These unfavorable impacts were partially offset by decreases in prior year uncertain tax positions and adjustments related to the finalization of the prior year’s tax returns.

Earnings (Loss) Per Share

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

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

For the three and six months ended June 30, 2022, ~~March 31, 2022 and 2021~~, ~~11.5~~12.3 million and ~~14.7~~11.9 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was antidilutive or the performance conditions were not met. Of those amounts, for the three and six months ended June 30, 2022, ~~March 31, 2022 and 2021~~, ~~3.6~~1.1 million and ~~6.4~~2.4 million shares, respectively, would have been considered dilutive if the Company had not been in a net loss position. For the three and six months ended June 30, 2021, 10.4 million and 12.9 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was antidilutive or the performance conditions were not met. Of those amounts, for the three and six months ended June 30, 2021, 4.4 million and 5.4 million shares, respectively, would have been considered dilutive if the Company had not been in a net loss position.

For the three and six months ended June 30, 2022, ~~March 31, 2022 and 2021~~, ~~38.4~~38.9 million and ~~37.9~~38.7 million, respectively, of as-if converted shares related to the Convertible Preferred Stock were excluded from the diluted share count because they were ~~antidilutive; however,~~antidilutive. For both the three and six months ended June 30, 2021, 37.9 million of as-if converted shares related to the Convertible Preferred Stock were excluded from the diluted share count because they were antidilutive. These shares may have been considered dilutive if the Company had not been in a net loss position.

~~CommScope Holding Company, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~(In millions, unless otherwise noted)~~

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


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2022			2021			2022			2021			2022			2021
Numerator:
Net loss	$	(139.9	)	$	(97.6	)	$	(61.0	)	$	(153.8	)	$	(200.9	)	$	(251.4	)
Dividends on Series A convertible preferred stock		(14.5	)		(14.3	)		(14.7	)		(14.3	)		(29.2	)		(28.7	)
Net loss attributable to common stockholders	$	(154.4	)	$	(111.9	)	$	(75.7	)	$	(168.1	)	$	(230.1	)	$	(280.1	)

Denominator:
Weighted average common shares outstanding – basic		205.4			201.7			207.6			204.1			206.5			202.9
Dilutive effect of as-if converted Series A convertible preferred stock		—			—			—			—			—			—
Dilutive effect of equity-based awards		—			—			—			—			—			—
Weighted average common shares outstanding – diluted		205.4			201.7			207.6			204.1			206.5			202.9

Loss per share:
Basic	$	(0.75	)	$	(0.55	)	$	(0.36	)	$	(0.82	)	$	(1.11	)	$	(1.38	)
Diluted	$	(0.75	)	$	(0.55	)	$	(0.36	)	$	(0.82	)	$	(1.11	)	$	(1.38	)

Recent Accounting Pronouncements

Adopted During the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022

On January 1, 2022, the Company adopted ~~ASU~~Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share, along with expanded disclosures. The impact of adopting this new guidance was not material to the condensed consolidated financial statements.

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

On January 1, 2022, the Company early adopted ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance is expected to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, as well as payment terms which affect subsequent revenue recognized by the acquirer. According to the guidance, at the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if the acquirer had originated the contracts. The impact of this guidance will depend on future business combinations and will be applied prospectively to business combinations occurring on or after the adoption date. The adoption of this new guidance had no impact to the condensed consolidated financial ~~statements as of March 31, 2022.~~statements.

Issued but Not Adopted

In March 2020 and January 2021, the ~~Financial Accounting Standards Board~~FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, respectively. Together, the ASUs provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. The Company can elect to apply the amendments through December 31, 2022. As of ~~March 31,~~June 30, 2022, the Company had not utilized any of the expedients discussed within this ASU; however, management continues to assess the Company's agreements to determine whether the expedients would be utilized through the remainder of 2022.

2. GOODWILL

The following table presents the activity in goodwill by ~~new~~ reportable segment.


	December 31, 2021							Activity			March 31, 2022							December 31, 2021							Activity			June 30, 2022
	Goodwill		Accumulated Impairment Losses			Total		Foreign Exchange and Other			Goodwill		Accumulated Impairment Losses			Total		Goodwill		Accumulated Impairment Losses			Total		Foreign Exchange and Other			Goodwill		Accumulated Impairment Losses			Total
CCS	$	2,307.3	$	(51.5	)	$	2,255.8	$	(4.8	)	$	2,302.5	$	(51.5	)	$	2,251.0	$	2,307.3	$	(51.5	)	$	2,255.8	$	(19.6	)	$	2,287.7	$	(51.5	)	$	2,236.2
OWN		666.6		(159.5	)		507.1		(1.1	)		665.5		(159.5	)		506.0		666.6		(159.5	)		507.1		(4.4	)		662.2		(159.5	)		502.7
NICS		653.0		(41.2	)		611.8		(1.3	)		651.7		(41.2	)		610.5		653.0		(41.2	)		611.8		(5.3	)		647.7		(41.2	)		606.5
ANS		1,999.1		(142.1	)		1,857.0		(4.0	)		1,995.1		(142.1	)		1,853.0		1,999.1		(142.1	)		1,857.0		(16.1	)		1,983.0		(142.1	)		1,840.9
Home		413.2		(413.2	)		0		0			413.2		(413.2	)		0		413.2		(413.2	)		0		0			413.2		(413.2	)		0
Total	$	6,039.2	$	(807.5	)	$	5,231.7	$	(11.2	)	$	6,028.0	$	(807.5	)	$	5,220.5	$	6,039.2	$	(807.5	)	$	5,231.7	$	(45.4	)	$	5,993.8	$	(807.5	)	$	5,186.3

Goodwill at December 31, 2021 reflects the reorganization of the Company's segment structure, as disclosed in Note 1, resulting in the reallocation of goodwill from the previous segments to the new segments.

As a result of the new segment structure, as of January 1, 2022, the Company assessed goodwill for impairment due to changes in the composition of certain reporting units. The Company performed impairment testing immediately before the change and after the change once goodwill was reallocated and determined that 0 ~~goodwill impairment existed.~~

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Net Sales

See Note 7 for the presentation of net sales by segment and geographic region.

Allowance for Doubtful Accounts




	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2022			2021			2022			2021			2022			2021
Allowance for doubtful accounts, beginning of period	$	63.7		$	40.3		$	64.8		$	32.1		$	63.7		$	40.3
Provision (benefit)		2.5			(7.2	)		(1.7	)		(1.1	)		0.8			(8.3	)
Write-offs		(0.9	)		(0.1	)		(0.2	)		(0.5	)		(1.1	)		(0.6	)
Foreign exchange and other		(0.5	)		(0.9	)		(1.3	)		0.3			(1.8	)		(0.6	)
Allowance for doubtful accounts, end of period	$	64.8		$	32.1		$	61.6		$	30.8		$	61.6		$	30.8

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Customer Contract Balances

The following table provides the balance sheet location and amounts of contract assets, or unbilled accounts receivable, and contract liabilities, or deferred revenue, from contracts with customers as of ~~March 31,~~June 30, 2022 and December 31, 2021.




Contract Balance Type	Balance Sheet Location	March 31, 2022		December 31, 2021		Balance Sheet Location	June 30, 2022		December 31, 2021
Unbilled accounts receivable	Accounts receivable, less allowance for doubtful accounts	$	44.6	$	35.0	Accounts receivable, less allowance for doubtful accounts	$	37.7	$	35.0

Deferred revenue - current	Accrued and other liabilities		121.1		94.6	Accrued and other liabilities		112.3		94.6
Deferred revenue - noncurrent	Other noncurrent liabilities		61.8		61.1	Other noncurrent liabilities		64.4		61.1
Total contract liabilities		$	182.9	$	155.7		$	176.7	$	155.7

There were no material changes to contract asset balances for the three or six months ended June 30, 2022 as a result of changes in estimates or impairments. The change in the contract liability balance from December 31, 2021 to June 30, 2022 was primarily due to upfront support billings to be recognized over the support term. During the three and six months ended June 30, 2022, the Company recognized revenue related to contract liabilities recorded as of December 31, 2021 of $22.1 million and $59.9 million, respectively.

4. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Inventories



	June 30, 2022		December 31, 2021
Raw materials	$	537.4	$	436.0
Work in process		227.7		178.3
Finished goods		798.3		821.5
Total inventories, net	$	1,563.4	$	1,435.8

Accrued and Other Liabilities


	June 30, 2022		December 31, 2021
Compensation and employee benefit liabilities	$	226.1	$	304.7
Accrued interest		117.3		118.3
Deferred revenue		112.3		94.6
Restructuring liabilities		61.7		41.0
Product warranty accrual		47.5		54.0
Operating lease liabilities		46.9		46.7
Patent claims and litigation settlements		17.9		17.0
Other		318.3		313.5
Total accrued and other liabilities	$	948.0	$	989.8

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

There were no material changes to contract asset balances for the three months ended March 31, 2022 as a result of changes in estimates or impairments. The change in the contract liability balance from December 31, 2021 to March 31, 2022 was primarily due to upfront support billings to be recognized over the support term. During the three months ended March 31, 2022, the Company recognized $~~37.8~~ ~~million of revenue related to contract liabilities recorded as of December 31, 2021.~~

5. FINANCING



	March 31, 2022			December 31, 2021			June 30, 2022			December 31, 2021
7.125% senior notes due July 2028	$	700.0		$	700.0		$	700.0		$	700.0
5.00% senior notes due March 2027		750.0			750.0			750.0			750.0
8.25% senior notes due March 2027		1,000.0			1,000.0			1,000.0			1,000.0
6.00% senior notes due June 2025		1,300.0			1,300.0			1,300.0			1,300.0
4.75% senior secured notes due September 2029		1,250.0			1,250.0			1,250.0			1,250.0
6.00% senior secured notes due March 2026		1,500.0			1,500.0			1,500.0			1,500.0
Senior secured term loan due April 2026		3,120.0			3,128.0			3,112.0			3,128.0
Senior secured revolving credit facility		0			0			50.0			0
Total principal amount of debt	$	9,620.0		$	9,628.0		$	9,662.0		$	9,628.0
Less: Original issue discount, net of amortization		(19.2	)		(20.3	)		(18.1	)		(20.3	)
Less: Debt issuance costs, net of amortization		(92.5	)		(97.2	)		(87.8	)		(97.2	)
Less: Current portion		(32.0	)		(32.0	)		(32.0	)		(32.0	)
Total long-term debt	$	9,476.3		$	9,478.5		$	9,524.1		$	9,478.5

See Note 7 inwithin the ~~Notes to Consolidated Financial Statements~~Company’s audited consolidated financial statements included in the 2021 Annual Report for additional information on the terms and conditions of the Company’s debt obligations.

Senior Secured Credit Facilities

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company borrowed $210.0 million and repaid $~~85.0~~160.0 million under the Revolving Credit Facility. As of ~~March 31,~~June 30, 2022, the Company had $050.0 million of outstanding borrowings under the Revolving Credit Facility and had availability of $~~715.6~~671.1 million, after giving effect to borrowing base limitations and outstanding letters of credit.

During the three and six months ended ~~March 31,~~June 30, 2022, the Company made quarterly scheduled amortization payments ~~totaling~~of $8.0 million and $16.0 million, respectively, on the senior secured term loan due in 2026 (the 2026 Term Loan). The current portion of long-term debt reflects $32.0 million of repayments due under the 2026 Term Loan.

The Company did not reflect any portion of the 2026 Term Loan as a current portion of long-term debt as of ~~March 31,~~June 30, 2022 related to the potentially required excess cash flow payment because the amount that may be payable in 2023, if any, cannot currently be reliably estimated. There is no excess cash flow payment required in 2022 related to 2021.

Other Matters

The Company’s non-guarantor subsidiaries held $~~2,986~~2,838 million, or 2322%, of total assets and $~~1,075~~1,073 million, or 9%, of total liabilities as of ~~March 31,~~June 30, 2022 and accounted for $~~670~~696 million, or 30%, and $1,366 million, or 30%, of net sales for the three and six months ended ~~March 31, 2022.~~June 30, 2022, respectively. As of December 31, 2021, the non-guarantor subsidiaries held $3,143 million, or 24%, of total assets and $1,077 million, or 9%, of total liabilities. For the three and six months ended ~~March 31,~~June 30, 2021, the non-guarantor subsidiaries accounted for $~~618~~677 million, or 31%, and $1,296 million, or 30%, of net ~~sales.~~sales, respectively. All amounts presented exclude intercompany balances.

The weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap, and the amortization of debt issuance costs and original issue discount, was ~~5.77~~6.11% and 5.74% as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively.

6. FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, debt instruments, interest rate derivatives and foreign currency contracts. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of ~~March 31,~~June 30, 2022 and December 31, 2021 were considered representative of their fair values due to their short terms to maturity. The fair values of the Company’s debt instruments, interest rate derivatives and foreign currency contracts were based on indicative quotes.

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

The carrying amounts, estimated fair values and valuation input levels of the Company’s debt instruments, interest rate derivatives and foreign currency contracts as of ~~March 31,~~June 30, 2022 and December 31, 2021, are as follows:


	March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Valuation Inputs	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Valuation Inputs
Assets:
Foreign currency contracts	$	7.4	$	7.4	$	5.7	$	5.7	Level 2	$	2.4	$	2.4	$	5.7	$	5.7	Level 2
Interest rate swap contracts											3.3		3.3		0		0	Level 2
Liabilities:
7.125% senior notes due 2028	$	700.0	$	619.5	$	700.0	$	690.4	Level 2	$	700.0	$	532.0	$	700.0	$	690.4	Level 2
5.00% senior notes due 2027		750.0		651.3		750.0		705.0	Level 2		750.0		559.7		750.0		705.0	Level 2
8.25% senior notes due 2027		1,000.0		974.0		1,000.0		1,023.8	Level 2		1,000.0		802.5		1,000.0		1,023.8	Level 2
6.00% senior notes due 2025		1,300.0		1,241.5		1,300.0		1,300.0	Level 2		1,300.0		1,124.5		1,300.0		1,300.0	Level 2
4.75% senior secured notes due 2029		1,250.0		1,153.1		1,250.0		1,240.3	Level 2		1,250.0		1,007.2		1,250.0		1,240.3	Level 2
6.00% senior secured notes due 2026		1,500.0		1,513.6		1,500.0		1,554.4	Level 2		1,500.0		1,388.3		1,500.0		1,554.4	Level 2
Senior secured term loan due 2026		3,120.0		3,038.1		3,128.0		3,092.8	Level 2		3,112.0		2,808.6		3,128.0		3,092.8	Level 2
Senior secured revolving credit facility											50.0		47.5		0		0	Level 2
Foreign currency contracts		1.9		1.9		0.8		0.8	Level 2		5.9		5.9		0.8		0.8	Level 2
Interest rate swap contracts		0.5		0.5		11.8		11.8	Level 2		0		0		11.8		11.8	Level 2

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

7. SEGMENTS AND GEOGRAPHIC INFORMATION

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

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The Outdoor Wireless Networks (OWN) segment focuses on the macro and metro cell markets. The segment includes base station antennas, RF filters, tower connectivity, microwave antennas, metro cell products, cabinets, steel, accessories and Comsearch.

~~CommScope Holding Company, Inc.~~

~~Notes to Unaudited Condensed Consolidated Financial Statements~~

~~(In millions, unless otherwise noted)~~

The Networking, Intelligent Cellular and Security Solutions (NICS) segment provides wireless networks for enterprises and service providers. Product offerings include indoor and outdoor Wi-Fi and LTE access points, access and aggregation switches; an Internet of Things suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.

The Access Network Solutions (ANS) segment’s product solutions include cable modem termination systems, video infrastructure, distribution and transmission equipment and cloud solutions that enable facility-based service providers to construct a state-of-the-art residential and metro distribution network. The portfolio also includes a full suite of global services that offer technical support, professional services and system integration to enable solutions sales of the Company’s end-to-end product portfolio.

The Home Networks (Home) segment includes subscriber-based solutions that support broadband and video applications. The broadband offerings in the Home segment include devices that provide residential connectivity to a service provider’s network, such as digital subscriber line and cable modems and telephony and data gateways which incorporate routing and Wi-Fi functionality. Video offerings include set top boxes that support cable, satellite and IP television content delivery and include products such as digital video recorders, high definition set top boxes and hybrid set top devices.

The following table provides summary financial information by reportable segment:


	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Identifiable segment-related assets:
CCS	$	4,402.1	$	4,377.2	$	4,477.6	$	4,377.2
OWN		1,393.8		1,386.5		1,354.9		1,386.5
NICS		1,323.9		1,397.0		1,305.7		1,397.0
ANS		3,792.1		3,831.9		3,763.6		3,831.9
Home		1,477.6		1,479.5		1,373.8		1,479.5
Total identifiable segment-related assets		12,389.5		12,472.1		12,275.6		12,472.1
Reconciliation to total assets:
Cash and cash equivalents		314.7		360.3		229.3		360.3
Deferred income tax assets		415.1		427.1		434.5		427.1
Total assets	$	13,119.3	$	13,259.5	$	12,939.4	$	13,259.5

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The Company’s measurement of segment performance is adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization). The Company defines adjusted EBITDA as operating income (loss), adjusted to exclude depreciation, amortization of intangible assets, restructuring costs, asset impairments, equity-based compensation, transaction, transformation and integration costs and other items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s core business.

The following table provides net sales, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment:


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2022			2021			2022			2021			2022			2021
Net sales:
CCS	$	838.0		$	676.9		$	986.7		$	783.4		$	1,824.7		$	1,460.3
OWN		390.1			324.2			390.9			360.1			781.0			684.3
NICS		188.0			191.2			205.4			223.7			393.4			414.9
ANS		316.8			378.7			293.3			361.6			610.1			740.3
Home		495.7			501.0			423.9			456.5			919.6			957.5
Consolidated net sales	$	2,228.6		$	2,072.0		$	2,300.2		$	2,185.3		$	4,528.8		$	4,257.3

Segment adjusted EBITDA:
CCS	$	98.6		$	106.0		$	169.0		$	124.5		$	267.5		$	230.5
OWN		71.0			73.7			75.3			79.6			146.3			153.2
NICS		(13.8	)		(17.4	)		(15.3	)		4.5			(29.1	)		(12.9	)
ANS		74.2			108.0			57.8			84.5			132.1			192.5
Home		23.3			19.4			12.8			14.6			36.1			34.1
Total segment adjusted EBITDA		253.3			289.7			299.6			307.7			552.9			597.4
Amortization of intangible assets		(140.7	)		(154.7	)		(139.0	)		(154.2	)		(279.7	)		(308.9	)
Restructuring costs, net		(12.1	)		(44.4	)		(38.5	)		(58.9	)		(50.6	)		(103.3	)
Equity-based compensation		(16.5	)		(23.5	)		(12.3	)		(16.4	)		(28.9	)		(40.0	)
Transaction, transformation and integration costs		(15.6	)		(15.7	)		(14.9	)		(21.0	)		(30.5	)		(36.7	)
Acquisition accounting adjustments		(2.0	)		(3.3	)		(1.8	)		(3.0	)		(3.6	)		(6.2	)
Patent claims and litigation settlements		(1.2	)		(1.5	)		(1.0	)		(40.0	)		(2.2	)		(41.5	)
Reserve for Russian accounts receivable		(5.4	)		—
Recovery (reserve) of Russian accounts receivable								1.7			0			(3.8	)		0
Depreciation		(33.0	)		(37.7	)		(30.7	)		(32.6	)		(63.7	)		(70.3	)
Consolidated operating income	$	26.8		$	8.9
Consolidated operating income (loss)							$	63.1		$	(18.4	)	$	89.9		$	(9.5	)

Depreciation expense:
CCS	$	14.0		$	13.0		$	14.3		$	13.3		$	28.4		$	26.3
OWN		3.8			3.9			3.6			3.8			7.4			7.7
NICS		4.4			5.5			3.5			4.5			7.9			10.0
ANS		6.0			7.8			5.4			5.9			11.3			13.7
Home		4.8			7.5			3.9			5.1			8.7			12.6
Consolidated depreciation expense	$	33.0		$	37.7		$	30.7		$	32.6		$	63.7		$	70.3

Additions to property, plant and equipment:
CCS	$	17.4		$	14.3		$	18.2		$	22.3		$	35.6		$	36.5
OWN		2.9			2.2			2.3			2.4			5.2			4.6
NICS		2.2			5.1			1.5			3.2			3.7			8.3
ANS		2.4			2.8			4.1			3.6			6.5			6.4
Home		2.5			2.0			1.6			2.3			4.1			4.4
Consolidated additions to property, plant and equipment	$	27.4		$	26.4		$	27.7		$	33.8		$	55.1		$	60.2

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Sales to customers located outside of the U.S. comprised ~~39.6~~38.1% and 38.8% of total net sales for the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to42.6% and 42.5% of total net sales for the three and six months ended ~~March 31, 2021.~~ June 30, 2021, respectively.

The following ~~table~~tables presents net sales by reportable segment, disaggregated based on geographic region:


	Three Months Ended June 30, 2022
	CCS		OWN		NICS		ANS		Home		Total
Geographic Region:
United States	$	637.5	$	292.2	$	128.9	$	202.7	$	163.0	$	1,424.3
Europe, Middle East and Africa		145.4		48.1		41.5		26.4		117.0		378.4
Asia Pacific		126.9		30.2		27.1		16.4		22.5		223.1
Caribbean and Latin America		51.9		7.7		6.1		37.6		47.1		150.4
Canada		25.0		12.7		1.8		10.2		74.3		124.0
Consolidated net sales	$	986.7	$	390.9	$	205.4	$	293.3	$	423.9	$	2,300.2

	Three Months Ended June 30, 2021
	CCS		OWN		NICS		ANS		Home		Total
Geographic Region:
United States	$	452.4	$	232.4	$	127.8	$	201.0	$	240.6	$	1,254.2
Europe, Middle East and Africa		138.1		66.9		63.5		33.4		106.9		408.8
Asia Pacific		126.9		34.5		27.1		32.6		23.0		244.1
Caribbean and Latin America		46.4		8.4		3.3		82.0		50.2		190.3
Canada		19.6		17.9		2.0		12.6		35.8		87.9
Consolidated net sales	$	783.4	$	360.1	$	223.7	$	361.6	$	456.5	$	2,185.3


	Three Months Ended March 31, 2022												Six Months Ended June 30, 2022
	CCS		OWN		NICS		ANS		Home		Total		CCS		OWN		NICS		ANS		Home		Total
Geographic Region:
United States	$	542.4	$	270.9	$	97.3	$	192.2	$	244.3	$	1,347.1	$	1,179.9	$	563.1	$	226.2	$	394.9	$	407.3	$	2,771.4
Europe, Middle East and Africa		131.6		71.4		61.2		32.0		110.2		406.4		277.0		119.5		102.7		58.4		227.2		784.8
Asia Pacific		101.4		28.2		24.0		29.2		20.6		203.4		228.3		58.4		51.1		45.6		43.1		426.5
Caribbean and Latin America		42.0		8.8		3.2		49.3		59.0		162.3		93.9		16.5		9.3		86.9		106.1		312.7
Canada		20.6		10.8		2.3		14.1		61.6		109.4		45.6		23.5		4.1		24.3		135.9		233.4
Consolidated net sales	$	838.0	$	390.1	$	188.0	$	316.8	$	495.7	$	2,228.6	$	1,824.7	$	781.0	$	393.4	$	610.1	$	919.6	$	4,528.8

	Three Months Ended March 31, 2021												Six Months Ended June 30, 2021
	CCS		OWN		NICS		ANS		Home		Total		CCS		OWN		NICS		ANS		Home		Total
Geographic Region:
United States	$	402.6	$	190.4	$	98.4	$	249.7	$	250.8	$	1,191.9	$	855.0	$	422.8	$	226.2	$	450.7	$	491.4	$	2,446.1
Europe, Middle East and Africa		121.7		63.4		58.4		26.6		115.6		385.7		259.8		130.3		121.9		60.0		222.5		794.5
Asia Pacific		105.3		42.1		23.3		36.6		18.1		225.4		232.2		76.6		50.4		69.2		41.1		469.5
Caribbean and Latin America		34.2		11.2		4.3		55.3		87.1		192.1		80.6		19.6		7.6		137.3		137.3		382.4
Canada		13.1		17.1		6.8		10.5		29.4		76.9		32.7		35.0		8.8		23.1		65.2		164.8
Consolidated net sales	$	676.9	$	324.2	$	191.2	$	378.7	$	501.0	$	2,072.0	$	1,460.3	$	684.3	$	414.9	$	740.3	$	957.5	$	4,257.3

CommScope NEXT actions to date have included employee costs related to the planned closure of an international manufacturing facility as well as headcount reductions in manufacturing, engineering, marketing, sales and administrative functions. Asset impairment charges related to real estate and property, plant and equipment that isare affected by restructuring actions are included in the other category in the table above and in restructuring costs, net on the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022.

The Company has recognized restructuring charges of $~~99.1~~137.8 million to date related to CommScope NEXT actions. The Company expects to make cash payments of $~~33.6~~25.3 million during the remainder of 2022 and additional cash payments of $~~27.1~~52.1 million inbetween 2023 and 2024 to settle CommScope NEXT restructuring actions. Additional restructuring actions related to CommScope NEXT are expected to be identified and the resulting charges and cash requirements could be material.

In anticipation of and following the acquisition of ARRIS, the Company initiated a series of restructuring actions to integrate and streamline operations and achieve cost synergies. The activity within the liability established for the ARRIS integration restructuring actions was as follows:

The ARRIS integration actions included headcount reductions in manufacturing, sales, engineering, marketing and administrative functions. The Company has recognized restructuring charges of $~~179.5~~179.3 million since the ARRIS acquisition for integration actions. Asset impairment charges related to real estate and equipment that is affected by restructuring actions are included in the other category in the table above and in restructuring costs, net on the Condensed Consolidated Statements of Operations for the three and six months ended ~~March 31, 2022~~.June 30, 2022.

The Company expects to make cash payments of $~~3.7~~2.2 million during the remainder of 2022 ~~and additional cash payments of $0.1~~ ~~million in 2023~~ to settle the ARRIS integration initiatives. The Company does not expect to identify significant additional restructuring actions related to the ARRIS integration.

9. SERIES A CONVERTIBLE PREFERRED STOCK

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

Holders of the Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per year, payable quarterly in arrears. Dividends can be paid in cash, in-kind through the issuance of additional shares of the Convertible Preferred Stock or any combination of the two, at the Company’s option. During the three and six months ended ~~March 31,~~June 30, 2022, the Company paid dividends in-kind of $~~14.5~~14.7 million and $29.2 million, respectively, which was recorded as additional Convertible Preferred Stock in the Condensed Consolidated Balance Sheets. ~~The~~During the three and six months ended June 30, 2021, the Company paid cash dividends of $14.3 million ~~during the three months ended March 31, 2021.~~and $28.7 million, respectively.

10. STOCKHOLDERS’ EQUITY

Equity-Based Compensation Plans

As of ~~March 31,~~June 30, 2022, $~~102.6~~125.4 million of total unrecognized compensation expense related to unvested stock options, restricted stock units (RSUs) and performance share units (PSUs) is expected to be recognized over a remaining weighted average period of ~~2.1~~2.3 years. There were 0 significant capitalized equity-based compensation costs at ~~March 31,~~June 30, 2022.

The following table shows a summary of the equity-based compensation expense included in the Condensed Consolidated Statements of Operations:


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2022		2021		2022		2021		2022		2021
Selling, general and administrative	$	9.4	$	11.9	$	7.0	$	8.5	$	16.4	$	20.4
Research and development		4.9		7.7		3.7		5.2		8.6		13.0
Cost of sales		2.2		3.9		1.6		2.7		3.9		6.6
Total equity-based compensation expense	$	16.5	$	23.5	$	12.3	$	16.4	$	28.9	$	40.0

Stock Options

Stock options are awards that allow the recipient to purchase shares of the Company’s common stock at a fixed price. Stock options are granted at an exercise price equal to the Company’s stock price at the date of grant. These awards generally vest over five years following the grant date and have a contractual term of ten years.

The following table summarizes the stock option activity (in millions, except per share data and years):


	Shares			Weighted Average Option Exercise Price Per Share		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at March 31, 2022		2.6		$	24.77
Expired		(0.1	)	$	26.56
Options outstanding at June 30, 2022		2.5		$	24.79		3.9	$	0

Options outstanding at December 31, 2021		2.7		$	24.59
Expired		(0.2	)	$	24.68
Options outstanding at June 30, 2022		2.5		$	24.79		3.9	$	0
Options vested at June 30, 2022		2.2		$	25.68		3.6	$	0
Options unvested at June 30, 2022		0.3		$	17.91		6.8	$	0

The exercise prices of outstanding options at June 30, 2022 were in the following ranges (in millions, except per share data and years):

Shares

Weighted
Average Option
Exercise Price
Per Share

Weighted
Average Remaining
Contractual Term
in Years

Aggregate
Intrinsic Value

Options outstanding at December 31, 2021

2.7

$
24.59

Expired

(0.1
)

$
23.87

Options outstanding at March 31, 2022

2.6

$
24.77

4.2

$
0

Options vested at March 31, 2022

2.3

$
25.70

3.9

$
0

Options unvested at March 31, 2022

0.3

$
17.97

7.0

$
0


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Shares		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
$5.50 to $18.50		0.1		4.8	$	11.05		0.1	$	10.65
$18.51 to $30.00		1.6		4.2	$	19.76		1.3	$	19.98
$30.01 to $45.00		0.8		3.2	$	36.35		0.8	$	36.35
$5.50 to $45.00		2.5		3.9	$	24.79		2.2	$	25.68

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

~~The exercise prices of outstanding options at March 31, 2022 were in the following ranges (in millions, except per share data and years):~~

Options Outstanding

Options Exercisable

Range of Exercise Prices

Shares

Weighted Average
Remaining
Contractual Life
in Years

Weighted
Average
Exercise Price
Per Share

Shares

Weighted
Average
Exercise Price
Per Share

$5.50 to $18.50

0.1

5.1

$
11.05

0.1

$
10.65

$18.51 to $30.00

1.7

4.6

$
19.76

1.4

$
20.00

$30.01 to $45.00

0.8

3.4

$
36.33

0.8

$
36.33

$5.50 to $45.00

2.6

4.2

$
24.77

2.3

$
25.70

The Company uses the Black-Scholes model to estimate the fair value of stock option awards at the date of grant. Key inputs and assumptions used in the model include the exercise price of the award, the expected option term, the risk-free interest rate, stock price volatility and the Company’s projected dividend yield. The expected term represents the period over which the Company’s employees are expected to hold their options. The risk-free interest rate reflects the yield on zero-coupon U.S. treasury securities with a term equal to the option’s expected term. Expected volatility is derived based on the historical volatility of the Company’s stock. The Company’s projected dividend yield is 0. There were 0 stock option awards granted during the three or six months ended ~~March 31,~~June 30, 2022 or 2021.

Restricted Stock Units

RSUs entitle the holder to shares of common stock after a vesting period that generally ranges from one to three years. The fair value of the awards is determined on the grant date based on the Company’s stock price.

The following table summarizes the RSU activity (in millions, except per share data):


						Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share
Non-vested share units at March 31, 2022							8.0		$	14.42
Granted							5.6		$	7.83
Vested and shares issued							(1.1	)	$	20.34
Forfeited							(0.6	)	$	15.25
Non-vested share units at June 30, 2022							11.9		$	10.68
	Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share
Non-vested share units at December 31, 2021		10.4		$	15.04		10.4		$	15.04
Granted		1.6		$	8.77		7.2		$	8.03
Vested and shares issued		(3.7	)	$	13.68		(4.8	)	$	15.26
Forfeited		(0.3	)	$	15.74		(0.9	)	$	15.41
Non-vested share units at March 31, 2022		8.0		$	14.42
Non-vested share units at June 30, 2022							11.9		$	10.68

Performance Share Units

PSUs are stock awards in which the number of shares ultimately received by the employee depends on achievement ~~against~~toward a performance measure. Certain of CommScope’s PSUs have an internal performance measure ~~vesting~~and the awards vest at the end of three years. The number of shares issued under these awards can vary between 0% and 300% of the number of PSUs granted. The fair value of these awards is determined on the date of grant based on the Company's stock price.

CommScope also has PSUs with a market condition performance measure based on stock price milestones over a three-year period. The number of shares issued under these awards can vary between 0% to 100% of the number of PSUs granted. In addition, during the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Company granted certain other PSUs with a market condition based on the Company’s total stockholder return (TSR) ranking relative to the S&P 500 TSR for a three-year period. The number of shares issued under these awards can vary between 0% to 200% of the number of PSUs granted. The Company uses a Monte Carlo simulation model to estimate the fair value of PSUs with a market condition performance measure at the date of grant. Key assumptions used in the model include the risk-free interest rate, which reflects the yield on zero-coupon U.S. treasury securities, and stock price volatility, which is derived based on the historical volatility of the Company’s stock.

The following table presents the weighted average assumptions used to estimate the fair value of these awards granted:


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Risk-free interest rate		2.8	%		0.4	%		1.7	%		0.4	%
Expected volatility		64.4	%		55.0	%		61.2	%		56.0	%
Weighted average fair value at grant date	$	9.94		$	12.01		$	11.21		$	11.21

CommScope Holding Company, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

~~The following table presents the weighted average assumptions used to estimate the fair value of these awards granted during the three months ended~~ ~~March 31, 2022 and 2021~~.

Three Months Ended March 31,

2022

2021

Risk-free interest rate

1.5
%

0.3
%
Expected volatility

60.6
%

52.5
%
Weighted average fair value at grant date

$
11.47

$
7.59

The following table summarizes the PSU activity (in millions, except per share data):


					Performance Share Units			Weighted Average Grant Date Fair Value Per Share
Non-vested share units at March 31, 2022						3.2		$	8.30
Granted						0.2		$	8.65
Vested and shares issued						(0.4	)	$	7.89
Forfeited						(0.1	)	$	15.69
Non-vested share units at June 30, 2022						2.9		$	8.15
	Performance Share Units		Weighted Average Grant Date Fair Value Per Share
Non-vested share units at December 31, 2021		2.1	$	7.69		2.1		$	7.69
Granted		1.1	$	9.60		1.3		$	9.46
Non-vested share units at March 31, 2022		3.2	$	8.30
Vested and shares issued						(0.4	)	$	7.99
Forfeited						(0.1	)	$	16.12
Non-vested share units at June 30, 2022						2.9		$	8.15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following narrative is an analysis of the three and six months ended ~~March 31,~~June 30, 2022 compared to the three and six months ended ~~March 31,~~June 30, 2021. 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, 2021 (2021 Annual Report).

We discuss certain financial measures in management’s discussion and analysis of financial condition and results of operations, including adjusted EBITDA, that differ from measures calculated in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.). See "Reconciliation of Non-GAAP Measures" included elsewhere in this quarterly report for more information about these non-GAAP financial measures, including our reasons for including the measures and material limitations with respect to the usefulness of the measures.

Overview

We are a global provider of infrastructure solutions for communication 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 a broad array of 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.

In 2021, we announced a transformation initiative called CommScope NEXT designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization. We believe these efforts are critical to making us more competitive and allowing us to invest in growth and maximize stockholder and stakeholder value. We incurred ~~$12.1~~$38.5 million and ~~$44.4~~$50.6 million of restructuring costs and ~~$15.6~~$14.9 million and ~~$15.7~~$30.5 million of transaction, transformation and integration costs during the three and six months ended ~~March 31,~~June 30, 2022, respectively. During the three and six months ended June 30, 2021, we incurred $58.9 million and $103.3 million, respectively, ~~both~~of restructuring costs and $21.0 million and $36.7 million, respectively, of transaction, transformation and integration costs. These costs were primarily related to CommScope NEXT. We expect to continue to incur restructuring costs and transaction, transformation and integration costs related to CommScope NEXT and such costs could be material.

As a step to optimize our portfolio through CommScope NEXT, as of January 1, 2022, we reorganized our internal management and reporting structure to align our portfolio of products and solutions more closely with the markets we serve and bring better performance clarity with our competitive peer set. The reorganization changed the information regularly reviewed by our chief operating decision maker for purposes of allocating resources and assessing performance. As a result, we are now reporting financial performance based on the following operating segments: Connectivity and Cable Solutions (CCS), Outdoor Wireless Networks (OWN), Networking, Intelligent Cellular and Security Solutions (NICS), Access Network Solutions (ANS) and Home Networks (Home). Prior to this change, we operated and reported four operating segments: Broadband Networks (Broadband), Outdoor Wireless Networks (OWN), Venue and Campus Networks (VCN) and Home Networks (Home). The Home segment was unchanged in this realignment. All prior period amounts have been recast to reflect these operating segment changes.

Also as a step in our CommScope NEXT transformation plan, in 2021, we announced a plan to separate the Home Networks business via a spin-off transaction. Due to the impact of the uncertain supply chain environment on the Home Networks business, we have delayed our separation plan, but we continue to analyze the financial results of our "Core" business separately from Home. As such, below we refer to certain supplementary Core financial measures, which reflect the results of our CCS, OWN, NICS and ANS segments in the aggregate. See the Segment Results section below for the aggregation of our Core financial measures.

2324

Impacts of ~~COVID-19 and~~ Supply Chain Constraints

The impact of the COVID-19 pandemic and measures taken to contain its spread remain dynamic. We continue to monitor the situation, particularly the impacts of new ~~lock-downs~~variants and ~~restrictions~~resurgences in ~~parts of China that have recently been imposed,~~countries in which we do business, and actively assess further implications for our business, supply chain and customer demand. In the second quarter of 2022, we reopened most of our offices across the globe, but we continue to take meaningful precautions in accordance with relevant guidelines to protect the health and safety of our employees. Variants continue to emerge, efforts to mitigate or contain the impacts of the pandemic continue to evolve and the duration and severity of the impact of the pandemic on our business and results of operations in future periods remain uncertain.

As in many industries, we have seen the negative impacts of COVID-19 recede and a recovery in demand for our products over the past year, but this has created negative indirect consequences such as inflation, shortages in materials and components and increased logistics costs. Prices for certain commodities that we use such as aluminum, copper, steel, silicon, fluoropolymers and certain other polymers have experienced significant volatility as a result of changes in the levels of global demand, supply disruptions, including port, transportation and distribution delays or interruptions, and other factors. As a result, we have seen a significant increase in costs that has negatively impacted our results of operations. We are also experiencing limited supply of memory devices, capacitors and silicon chips, which has increased our costs and has impacted our ability to deliver on a timely basis due to extended lead times. We are trying to mitigate our increasing component and logistics costs by implementing higher prices on our products and services. We are also mitigating certain shortages by purchasing components in advance and maintaining higher levels of inventory or finding alternate vendors for some components.

We believe the global supply chain challenges and their adverse impact on our business and financial results will ~~persist, at least through~~ease in the second half of 2022 but certain shortages are expected to continue for the remainder of 2022 and ~~may extend~~possibly into ~~periods thereafter. We expect these constrained supply conditions to increase our costs and impact our ability to deliver products to our customers in a timely manner.~~2023.

For more discussion of the risks related to COVID-19 and the supply chain environment, see Part I, Item 1A, “Risk Factors” in our 2021 Annual Report.

2425

CRITICAL ACCOUNTING POLICIES

There have been no changes in our critical accounting policies as disclosed in our 2021 Annual Report.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2022 WITH THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021


	Three Months Ended																		Three Months Ended
	March 31,																		June 30,
	2022						2021												2022						2021
	Amount			% of Net Sales			Amount			% of Net Sales			Change			% Change			Amount			% of Net Sales			Amount			% of Net Sales			Change			% Change
	(dollars in millions, except per share amounts)																		(dollars in millions, except per share amounts)
Net sales	$	2,228.6			100.0	%	$	2,072.0			100.0	%	$	156.6			7.6	%	$	2,300.2			100.0	%	$	2,185.3			100.0	%	$	114.9			5.3	%
Core net sales (1)		1,732.9			77.8			1,571.0			75.8			161.9			10.3			1,876.3			81.6			1,728.8			79.1			147.5			8.5
Gross profit		636.3			28.6			672.2			32.4			(35.9	)		(5.3	)		683.2			29.7			673.3			30.8			9.9			1.5
Operating income		26.8			1.2			8.9			0.4			17.9			201.1
Operating income (loss)																				63.1			2.7			(18.4	)		(0.8	)		81.5		NM
Core operating income (1)		40.6			2.3			40.4			2.6			0.2			0.5			85.8			4.6			35.0			2.0			50.8			145.1
Non-GAAP adjusted EBITDA (2)		253.3			11.4			289.7			14.0			(36.4	)		(12.6	)		299.6			13.0			307.7			14.1			(8.1	)		(2.6	)
Core adjusted EBITDA (1)		230.0			13.3			270.3			17.2			(40.3	)		(14.9	)		286.8			15.3			293.1			17.0			(6.3	)		(2.1	)
Net loss		(139.9	)		(6.3	)		(97.6	)		(4.7	)		(42.3	)		43.3			(61.0	)		(2.7	)		(153.8	)		(7.0	)		92.8			(60.3	)
Diluted loss per share	$	(0.75	)				$	(0.55	)				$	(0.20	)		35.5		$	(0.36	)				$	(0.82	)				$	0.46			(56.1	)

																			Six Months Ended
																			June 30,
																			2022						2021
																			Amount			% of Net Sales			Amount			% of Net Sales			Change			% Change
																			(dollars in millions, except per share amounts)
Net sales																			$	4,528.8			100.0	%	$	4,257.3			100.0	%	$	271.5			6.4	%
Core net sales (1)																				3,609.2			79.7			3,299.8			77.5			309.4			9.4
Gross profit																				1,319.5			29.1			1,345.5			31.6			(26.0	)		(1.9	)
Operating income (loss)																				89.9			2.0			(9.5	)		(0.2	)		99.4		NM
Core operating income (1)																				126.4			3.5			75.4			2.3			51.0			67.6
Non-GAAP adjusted EBITDA (2)																				552.9			12.2			597.4			14.0			(44.5	)		(7.4	)
Core adjusted EBITDA (1)																				516.8			14.3			563.3			17.1			(46.5	)		(8.3	)
Net loss																				(200.9	)		(4.4	)		(251.4	)		(5.9	)		50.5			(20.1	)
Diluted loss per share																			$	(1.11	)				$	(1.38	)				$	0.27			(19.6	)

(1)

Core financial measures reflect the results of our CCS, OWN, NICS and ANS segments, in the aggregate. Core financial measures exclude the results of our Home segment. See the Segment Results section below for illustration of the aggregation of our Core financial measures.

(2)

See “Reconciliation of Non-GAAP Measures.”

Net sales


	Three Months Ended									Three Months Ended										Six Months Ended
	March 31,						%			June 30,							%			June 30,							%
	2022		2021		Change		Change			2022		2021		Change			Change			2022		2021		Change			Change
	(dollars in millions)									(dollars in millions)
Net sales	$	2,228.6	$	2,072.0	$	156.6		7.6	%	$	2,300.2	$	2,185.3	$	114.9			5.3	%	$	4,528.8	$	4,257.3	$	271.5			6.4	%
Domestic		1,347.1		1,191.9		155.2		13.0			1,424.3		1,254.2		170.1			13.6			2,771.4		2,446.1		325.3			13.3
International		881.5		880.1		1.4		0.2			875.9		931.1		(55.2	)		(5.9	)		1,757.4		1,811.2		(53.8	)		(3.0	)

Net sales for the three and six months ended ~~March 31,~~June 30, 2022 increased ~~$156.6~~$114.9 million, or ~~7.6%~~5.3%, and $271.5 million, or 6.4%, respectively, compared to the prior year ~~period primarily~~periods driven by higher pricing ~~and increased volume.~~but partially offset by lower volumes. Core net sales for the three and six months ended June 30, 2022 increased ~~$161.9~~$147.5 million, or ~~10.3%~~8.5%, and $309.4 million, or 9.4%, respectively, compared to the prior year ~~period with~~periods. The increase in core net sales for the three months ended June 30, 2022 was driven by increases of $203.3 million in the CCS segment ~~of $161.1~~and $30.8 million ~~and~~in the OWN segment, ~~of $65.9 million,~~ partially offset by decreases of $68.3 million in the ANS segment ~~of $61.9~~and $18.3 million ~~and~~in the NICS segment. The increase in core net sales for the six months ended June 30, 2022 was driven by increases of $364.4 million in the CCS segment and $96.7 million in the OWN segment, partially offset by decreases of ~~$3.2 million.~~$130.2 million in the ANS segment and $21.5 million in the NICS segment. For the three and six months ended ~~March 31,~~June 30, 2022, net sales in the Home segment decreased ~~$5.3~~$32.6 million and $37.9 million, respectively, compared to the prior year ~~period.~~periods. We continued to experience supply shortages and extended lead times for certain materials that negatively affected our ability to meet customer demand for certain of our products during the three and six months ended ~~March 31,~~June 30, 2022. We expect these shortages and delays to ~~persist~~improve for certain components during the second half of the year but we may still experience shortages and delays for certain other components for the remainder of 2022 and into 2023. For further details by segment, see the discussion of Segment Results below.

From a regional perspective, for the three months ended ~~March 31,~~June 30, 2022 compared to the prior year period, net sales increased in the U.S. by ~~$155.2~~$170.1 million and Canada by ~~$32.5~~$36.1 million, ~~and the Europe, Middle East and Africa (EMEA) region by $20.7 million. These~~but these increases ~~in net sales~~ were partially offset by decreases in the Caribbean and Latin American (CALA) region of ~~$29.8~~$39.9 million, the Europe, Middle East and Africa (EMEA) region of $30.4 million and the Asia Pacific (APAC) region of ~~$22.0~~$21.0 million. For the six months ended June 30, 2022 compared to the prior year period, net sales increased in the U.S. by $325.3 million and Canada by $68.6 million but these increases were partially offset by decreases in the CALA region of $69.7 million, the APAC region of $43.0 million and the EMEA region by $9.7 million. Foreign exchange rate changes impacted net sales unfavorably by approximately 2% and 1% for the three and six months ended June 30, 2022, respectively, compared to the same prior year periods.

Net sales to customers located outside of the U.S. comprised ~~39.6%~~38.1% and 38.8% of total net sales for the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to 42.6% and 42.5% for the three and six months ended ~~March 31, 2021. Foreign exchange rate changes impacted net sales unfavorably by approximately 1% for the three months ended March 31, 2022 compared to the prior year period.~~ June 30, 2021, respectively.

For additional information on regional sales by segment, see the discussion of Segment Results below and Note 7 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein.

Gross profit, SG&A expense and R&D expense


	Three Months Ended												Three Months Ended												Six Months Ended
	March 31,									%			June 30,									%			June 30,									%
	2022			2021			Change			Change			2022			2021			Change			Change			2022			2021			Change			Change
	(dollars in millions)												(dollars in millions)
Gross profit	$	636.3		$	672.2		$	(35.9	)		(5.3	)%	$	683.2		$	673.3		$	9.9			1.5	%	$	1,319.5		$	1,345.5		$	(26.0	)		(1.9	)%
As a percent of sales		28.6	%		32.4	%								29.7	%		30.8	%								29.1	%		31.6	%
SG&A expense		286.0			292.7			(6.7	)		(2.3	)		277.2			302.3			(25.1	)		(8.3	)		563.2			595.0			(31.8	)		(5.3	)
As a percent of sales		12.8	%		14.1	%								12.1	%		13.8	%								12.4	%		14.0	%
R&D expense		170.7			171.5			(0.8	)		(0.5	)		165.4			176.3			(10.9	)		(6.2	)		336.1			347.8			(11.7	)		(3.4	)
As a percent of sales		7.7	%		8.3	%								7.2	%		8.1	%								7.4	%		8.2	%

Gross profit (net sales less cost of sales)

~~Despite higher consolidated net sales, gross~~Gross profit ~~decreased~~increased for the three months ended ~~March 31,~~June 30, 2022 compared to the prior year period primarily due to ~~significantly~~higher net sales. Despite higher net sales, gross profit decreased for the six months ended June 30, 2022 compared to the prior year period primarily due to higher material and freight costs. Gross profit as a percentage of sales decreased for both the three and six months ended June 30, 2022 also due to higher material and freight costs.

Selling, general and administrative expense

For the three and six months ended ~~March 31,~~June 30, 2022, SG&A expense decreased by ~~$6.7~~$25.1 million and $31.8 million, respectively, compared to the prior year ~~period.~~periods. The decrease for the three months ended June 30, 2022 was primarily due to cost savings initiatives but also a reduction of $6.1 million in transaction, transformation, and integration costs and a gain on the sale of patents of $4.3 million, net of fees. The decrease in SG&A for the six months ended June 30, 2022 was primarily due to cost savings initiatives and a decrease in transaction, transformation, and integration costs of $6.2 million, a gain on the sale of patents of $4.3 million, net of fees, partially offset by higher bad debt expense of ~~$9.4~~$9.3 million. The increase in bad debt expense for the six months ended June 30, 2022 included $3.8 million ~~$5.4 million of which was driven by a~~related to the reassessment of the collectability of our outstanding accounts receivable from Russian customers in light of the ongoing Russia/Ukraine conflict. The remainder of the increase in bad debt expense compared to the prior year period was due to the decrease we recognized during the six months ended June 30, 2021 with the improvement in the aging of our receivables. We expect to continue to incur transaction, transformation and integration costs related to CommScope NEXT and such costs are expected to be material.

Research and development expense

Research and development (R&D) expense ~~was relatively unchanged~~decreased for the three and six months ended ~~March 31,~~June 30, 2022 compared to the prior year ~~period.~~periods primarily due to lower spending on ANS, Home and OWN segment products. R&D activities generally relate to 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.

Amortization of purchased intangible assets, Restructuring costs, net


	Three Months Ended										Three Months Ended										Six Months Ended
	March 31,							%			June 30,							%			June 30,							%
	2022		2021		Change			Change			2022		2021		Change			Change			2022		2021		Change			Change
	(dollars in millions)										(dollars in millions)
Amortization of purchased intangible assets	$	140.7	$	154.7	$	(14.0	)		(9.0	)%	$	139.0	$	154.2	$	(15.2	)		(9.9	)%	$	279.7	$	308.9	$	(29.2	)		(9.5	)%
Restructuring costs, net		12.1		44.4		(32.3	)		(72.7	)		38.5		58.9		(20.4	)		(34.6	)		50.6		103.3		(52.7	)		(51.0	)

Amortization of purchased intangible assets

For the three and six months ended ~~March 31,~~June 30, 2022, amortization of purchased intangible assets was lower compared to the prior year ~~period~~periods because certain of our intangible assets became fully amortized.

Restructuring costs, net

The net restructuring costs (credits) recorded during the three and six months ended ~~March 31,~~June 30, 2022 ~~and 2021~~ included ~~$8.4~~$38.7 million and ~~$33.3~~$47.1 million, respectively, related to CommScope NEXT and ~~$3.7~~$(0.2) million and ~~$11.1~~$3.5 million, respectively, related to integrating the ARRIS business. From a cash perspective, we paid ~~$7.8~~$18.7 million and $26.5 million to settle restructuring liabilities during the three and six months ended ~~March 31,~~June 30, 2022, respectively, and expect to pay an additional ~~$37.3~~$27.5 million by the end of 2022 and ~~$27.2~~$52.1 million ~~during~~between 2023 and 2024 related to restructuring actions that have been initiated. The restructuring costs recorded during the three and six months ended June 30, 2021 included $58.9 million and $92.2 million, respectively, related to CommScope NEXT. For the six months ended June 30, 2021, the restructuring costs recorded also reflected $11.1 million related to integrating the ARRIS business. Additional restructuring actions related to CommScope NEXT are expected to be identified and the resulting charges and cash requirements could be material. We do not expect to identify significant additional restructuring actions related to the ARRIS integration.

Other income, net


	Three Months Ended											Three Months Ended												Six Months Ended
	March 31,								%			June 30,									%			June 30,										%
	2022			2021		Change			Change			2022			2021			Change			Change			2022			2021			Change				Change
	(dollars in millions)											(dollars in millions)
Foreign currency gain (loss)	$	(0.2	)	$	0.3	$	(0.5	)		(166.7	)%	$	1.7		$	(1.2	)	$	2.9		NM			$	1.5		$	(0.9	)	$	2.4			NM
Other income		0.2			0.7		(0.5	)		(71.4	)
Other income (expense), net													(0.7	)		2.7			(3.4	)		(125.9	)%		(0.5	)		3.4			(3.9	)	��		(114.7	)%

Foreign currency gain (loss)

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 ~~loss~~gain (loss) for the three and six months ended ~~March 31,~~June 30, 2022 ~~was not significant~~ compared to the prior year ~~period.~~periods was primarily driven by certain unhedged currencies.

Other income (expense), net

The change in other income (expense), net for the three and six months ended ~~March 31,~~June 30, 2022 ~~was not significant~~ compared to the prior year ~~period.~~periods was primarily due to higher gains on certain investments in the prior year periods.

Interest expense, Interest income and Income taxes


	Three Months Ended												Three Months Ended												Six Months Ended
	March 31,									%			June 30,									%			June 30,									%
	2022			2021			Change			Change			2022			2021			Change			Change			2022			2021			Change			Change
	(dollars in millions)												(dollars in millions)
Interest expense	$	(136.5	)	$	(137.5	)	$	1.0			(0.7	)%	$	(140.1	)	$	(138.0	)	$	(2.1	)		1.5	%	$	(276.6	)	$	(275.5	)	$	(1.1	)		0.4	%
Interest income		0.7			0.5			0.2			40.0			0.5			0.5			—			—			1.2			1.0			0.2			20.0
Income tax (expense) benefit		(30.9	)		29.5			(60.4	)		(204.7	)		14.5			0.6			13.9			2,316.7			(16.4	)		30.1			(46.5	)		(154.5	)

Interest expense and interest income

Interest expense ~~was relatively unchanged~~increased slightly for the three and six months ended ~~March 31,~~June 30, 2022 compared to the prior year periods. The increase was driven by higher interest expense related to our senior secured term loan due 2026 (2026 Term Loan) due to the increased variable interest rate compared to the prior year period. This increase was partially offset by lower interest on our fixed rate debt due to the refinancing of our 5.50% senior secured notes due March 2024 in the third quarter of 2021. We expect our interest expense to continue to increase as a result of the Federal Reserve’s increase in interest rates in 2022 and the expectation that they will continue to raise interest rates further this year and into 2023. Our weighted average effective interest rate on outstanding borrowings, including the impact of the interest rate swap and the amortization of debt issuance costs and original issue discount, was ~~5.77%~~6.11% at ~~March 31,~~June 30, 2022, 5.74% at December 31, 2021 and ~~5.85%~~5.81% at ~~March 31,~~June 30, 2021.

Income tax (expense) benefit

For the three and six months ended ~~March 31,~~June 30, 2022, we recognized ~~$30.9~~a tax benefit of $14.5 million on a pretax loss of $75.5 million and $16.4 million of income tax expense on a pretax loss of ~~$109.0 million. Our~~$184.5 million, respectively. For the three and six months ended June 30, 2022, our change in income tax ~~expense~~ was driven by the unfavorable impacts of U.S. anti-deferral provisions and non-creditable withholding taxes. These unfavorable impacts were offset partially by decreases in prior year uncertain tax positions.

Our effective income tax rate was ~~23.2%~~0.4% and 10.7%, respectively, for the three and six months ended ~~March 31, 2021~~.June 30, 2021. We recognized a tax benefit of ~~$29.5~~$0.6 million on a pretax loss of ~~$127.1 million.~~ ~~Our~~$154.4 million and a tax benefit of $30.1 million on a pretax loss of $281.5 million, respectively. For the three and six months ended June 30, 2021, our tax benefit was ~~higher than the statutory rate and was~~unfavorably impacted ~~favorably~~ by ~~decreases in prior year uncertain tax positions and adjustments~~$37.3 million related to ~~the finalization of prior year’s~~a foreign tax ~~returns, offset partially by the unfavorable~~rate change as well as impacts of earnings in foreign jurisdictions that are taxed at rates higher than the U.S. statutory rate, foreign withholding taxes and U.S. anti-deferral provisions. These unfavorable impacts were partially offset by decreases in prior year uncertain tax positions and adjustments related to the finalization of the prior year’s tax returns.

2729

Segment Results


	Three Months Ended																					Three Months Ended
	March 31,																					June 30,
	2022							2021														2022							2021
	Amount			% of Net Sales				Amount			% of Net Sales				Change			% Change				Amount			% of Net Sales				Amount			% of Net Sales				Change			% Change
	(dollars in millions)																					(dollars in millions)
Net sales by segment:
CCS	$	838.0			37.6		%	$	676.9			32.7		%	$	161.1			23.8		%	$	986.7			42.9		%	$	783.4			35.8		%	$	203.3			26.0		%
OWN		390.1			17.5				324.2			15.6				65.9			20.3				390.9			17.0				360.1			16.5				30.8			8.6
NICS		188.0			8.4				191.2			9.2				(3.2	)		(1.7	)			205.4			8.9				223.7			10.2				(18.3	)		(8.2	)
ANS		316.8			14.2				378.7			18.3				(61.9	)		(16.3	)			293.3			12.8				361.6			16.5				(68.3	)		(18.9	)
Core net sales (1)		1,732.9			77.8				1,571.0			75.8				161.9			10.3				1,876.3			81.6				1,728.8			79.1				147.5			8.5
Home		495.7			22.2				501.0			24.2				(5.3	)		(1.1	)			423.9			18.4				456.5			20.9				(32.6	)		(7.1	)
Consolidated net sales	$	2,228.6			100.0		%	$	2,072.0			100.0		%	$	156.6			7.6		%	$	2,300.2			100.0		%	$	2,185.3			100.0		%	$	114.9			5.3		%

Operating income (loss) by segment:
CCS	$	37.3			4.5		%	$	26.1			3.9		%	$	11.2			42.9		%	$	111.7			11.3		%	$	5.6			0.7		%	$	106.1			1,894.6		%
OWN		52.9			13.6				50.8			15.7				2.1			4.1				43.5			11.1				63.4			17.6				(19.9	)		(31.4	)
NICS		(43.0	)		(22.9	)			(60.4	)		(31.6	)			17.4			(28.8	)			(43.7	)		(21.3	)			(21.7	)		(9.7	)			(22.0	)		101.4
ANS		(6.6	)		(2.1	)			23.9			6.3				(30.5	)		(127.6	)			(25.7	)		(8.8	)			(12.3	)		(3.4	)			(13.4	)		108.9
Core operating income (1)		40.6			2.3				40.4			2.6				0.2			0.5				85.8			4.6				35.0			2.0				50.8			145.1
Home		(13.8	)		(2.8	)			(31.5	)		(6.3	)			17.7			(56.2	)			(22.7	)		(5.4	)			(53.4	)		(11.7	)			30.7			(57.5	)	%
Consolidated operating income	$	26.8			1.2		%	$	8.9			0.4		%	$	17.9			201.1		%
Consolidated operating income (loss)																						$	63.1			2.7		%	$	(18.4	)		(0.8	)	%	$	81.5		NM

Adjusted EBITDA by segment:
CCS	$	98.6			11.8		%	$	106.0			15.7		%	$	(7.4	)		(7.0	)	%	$	169.0			17.1		%	$	124.5			15.9		%	$	44.5			35.7		%
OWN		71.0			18.2				73.7			22.7				(2.7	)		(3.7	)			75.3			19.3				79.6			22.1				(4.3	)		(5.4	)
NICS		(13.8	)		(7.3	)			(17.4	)		(9.1	)			3.6			(20.7	)			(15.3	)		(7.4	)			4.5			2.0				(19.8	)		(440.0	)
ANS		74.2			23.4				108.0			28.5				(33.8	)		(31.3	)			57.8			19.7				84.5			23.4				(26.7	)		(31.6	)
Core adjusted EBITDA (1)		230.0			13.3				270.3			17.2				(40.3	)		(14.9	)			286.8			15.3				293.1			17.0				(6.3	)		(2.1	)
Home		23.3			4.7				19.4			3.9				3.9			20.1				12.8			3.0				14.6			3.2				(1.8	)		(12.3	)
Non-GAAP consolidated adjusted EBITDA (2)	$	253.3			11.4		%	$	289.7			14.0		%	$	(36.4	)		(12.6	)	%	$	299.6			13.0		%	$	307.7			14.1		%	$	(8.1	)		(2.6	)	%


	Six Months Ended
	June 30,
	2022							2021
	Amount			% of Net Sales				Amount			% of Net Sales				Change			% Change
Net sales by segment:
CCS	$	1,824.7			40.3		%	$	1,460.3			34.3		%	$	364.4			25.0		%
OWN		781.0			17.2				684.3			16.1				96.7			14.1
NICS		393.4			8.7				414.9			9.7				(21.5	)		(5.2	)
ANS		610.1			13.5				740.3			17.4				(130.2	)		(17.6	)
Core net sales (1)		3,609.2			79.7				3,299.8			77.5				309.4			9.4
Home		919.6			20.3				957.5			22.5				(37.9	)		(4.0	)
Consolidated net sales	$	4,528.8			100.0		%	$	4,257.3			100.0		%	$	271.5			6.4		%

Operating income (loss) by segment:
CCS	$	149.0			8.2		%	$	31.6			2.2		%	$	117.4			371.5		%
OWN		96.4			12.3				114.2			16.7				(17.8	)		(15.6	)
NICS		(86.7	)		(22.0	)			(82.1	)		(19.8	)			(4.6	)		5.6
ANS		(32.3	)		(5.3	)			11.7			1.6				(44.0	)		(376.1	)
Core operating income (1)		126.4			3.5				75.4			2.3				51.0			67.6
Home		(36.5	)		(4.0	)			(84.9	)		(8.9	)			48.4			(57.0	)	%
Consolidated operating income (loss)	$	89.9			2.0		%	$	(9.5	)		(0.2	)	%	$	99.4		NM

Adjusted EBITDA by segment:
CCS	$	267.5			14.7		%	$	230.5			15.8		%	$	37.0			16.1		%
OWN		146.3			18.7				153.2			22.4				(6.9	)		(4.5	)
NICS		(29.1	)		(7.4	)			(12.9	)		(3.1	)			(16.2	)		125.6
ANS		132.1			21.7				192.5			26.0				(60.4	)		(31.4	)
Core adjusted EBITDA (1)		516.8			14.3				563.3			17.1				(46.5	)		(8.3	)
Home		36.1			3.9				34.1			3.6				2.0			5.9
Non-GAAP consolidated adjusted EBITDA (2)	$	552.9			12.2		%	$	597.4			14.0		%	$	(44.5	)		(7.4	)	%

Note: Components may not sum to total due to rounding.

(1)

Core financial measures reflect the results of our CCS, OWN, NICS and ANS segments, in the aggregate. Core financial measures exclude the results of our Home segment.

(2)

See “Reconciliation of Non-GAAP Measures.”

Connectivity and Cable Solutions Segment

Net sales for the CCS segment increased for the three and six months ended ~~March 31,~~June 30, 2022 compared to the prior year ~~period~~periods due to increased demand for our products and services as service providers continued to enhance their networks to keep pace with increasing broadband demand. CCS segment net sales also benefitted from pricing increases as well as additional production enabled by our capacity expansion. We continue to experience supply shortages with certain of our network cable products, which hindered our ability to meet customer demand for our CCS segment products during the three and six months ended ~~March 31,~~June 30, 2022, and these shortages could extend into the remainder of 2022.

From a regional perspective, for the three months ended ~~March 31,~~June 30, 2022, net sales increased in the U.S. by ~~$139.8~~$185.1 million, the EMEA region by ~~$9.9~~$7.3 million, the CALA region by ~~$7.8~~$5.5 million and Canada by ~~$7.5~~$5.4 million and were relatively unchanged in the APAC region compared to the prior year period. For the six months ended June 30, 2022, net sales increased in the U.S. by $324.9 million, the EMEA region by $17.2 million, the CALA region by $13.3 million and Canada by $12.9 million but decreased in the APAC region by $3.9 ~~million.~~million compared to the prior year period. Foreign exchange rate changes impacted CCS segment net sales unfavorably by approximately 2% and 1% during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to the same prior year ~~period.~~periods.

2831

For the three and six months ended ~~March 31,~~June 30, 2022, CCS segment operating income and adjusted EBITDA both benefitted from pricing increases and higher sales ~~volumes. However, these~~volumes compared to the prior year periods. These benefits were ~~more than~~partially offset by higher material and freight costs and increases in SG&A and R&D costs. ~~Compared to~~For the ~~prior year period,~~three and six months ended June 30, 2022, CCS segment operating income ~~for the three months ended March 31, 2022~~ was favorably impacted by a ~~$13.8~~reduction of $47.0 million ~~reduction~~and $60.9 million, respectively, in restructuring expense and a ~~$10.8~~reduction of $12.8 million ~~reduction~~and $23.7 million, respectively, in amortization ~~expense but~~expense. For the six months ended June 30, 2022, CCS operating income was unfavorably impacted by a ~~$4.9~~$3.7 million net charge to establish an allowance against certain accounts receivable determined to be uncollectible as a result of the Russia/Ukraine conflict. Restructuring expense, amortization expense and the charge related to certain uncollectible accounts receivable resulting from the Russia/Ukraine conflict are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Outdoor Wireless Networks Segment

For the three months ended ~~March 31,~~June 30, 2022, OWN segment net sales increased compared to the prior year period primarily due to anfavorable pricing impacts. For the six months ended June 30, 2022, OWN segment net sales increased due to increased pricing and increase in customer demand for both metro and macro cell ~~solutions and favorable pricing impacts.~~solutions. From a regional perspective, for the three months ended ~~March 31,~~June 30, 2022, OWN segment net sales increased in the U.S. by ~~$80.5~~$59.8 million ~~and~~but decreased in the EMEA region by ~~$8.0~~$18.8 million, Canada by $5.2 million, the APAC region by $4.3 million and the CALA region by $0.7 million compared to the prior year period. For the six months ended June 30, 2022, net sales increased in the U.S. by $140.3 million but decreased in the APAC region by ~~$13.9~~$18.2 million, Canada by ~~$6.3~~$11.5 million, the EMEA region by $10.8 million and the CALA region by ~~$2.4~~$3.1 million compared to the prior year period. Foreign exchange rate changes impacted OWN segment net sales unfavorably by approximately 1%2% during both the three and six months ended ~~March 31,~~June 30, 2022 compared to the same prior year ~~period.~~periods.

For the three and six months ended ~~March 31,~~June 30, 2022, OWN segment operating income and adjusted EBITDA ~~both benefitted from increased sales volumes and favorable pricing impacts, but these benefits were more than offset by~~decreased compared to the prior year periods mainly due to higher material and freight costs. ~~Compared to~~For the ~~prior year period,~~three months ended June 30, 2022, these unfavorable impacts were partially offset by favorable pricing impacts, and for the six months ended June 30, 2022, they were partially offset by favorable pricing impacts and increased sales volumes. OWN segment operating income and adjusted EBITDA also benefitted from decreases in SG&A and R&D costs for the three and six months ended June 30, 2022. OWN segment operating income for the three and six months ended ~~March 31,~~June 30, 2022 was ~~favorably~~unfavorably impacted by ~~a $3.6~~increases of $16.8 million ~~reduction~~and $13.2 million, respectively, in restructuring expense which is not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Networking, Intelligent Cellular and Security Solutions Segment

For the three and six months ended ~~March 31,~~June 30, 2022, NICS segment net sales decreased ~~slightly~~ compared to the prior year ~~period.~~periods. Sales of our Ruckus products were unfavorably impacted by material shortages, but the decrease was partially offset by the favorable impacts of pricing. NICS segment net sales also benefitted from increased demand for our ~~distributed antenna systems and small cell products.~~intelligent cellular networks products during the six months ended June 30, 2022. We believe the material shortages experienced by our Ruckus business ~~could continue for~~should begin to improve in the ~~remainder~~second half of ~~2022 and into 2023.~~2022. From a regional perspective, for the three months ended ~~March 31,~~June 30, 2022, net sales decreased in the EMEA region by $22.0 million, Canada by ~~$4.5~~$0.2 million and were relatively unchanged in the APAC region but increased in the CALA region by $2.8 million and the U.S. by $1.1 million ~~and~~compared to the ~~CALA~~prior year period. For the six months ended June 30, 2022, net sales decreased in the EMEA region by ~~$1.1~~$19.2 million and Canada by $4.7 million but increased in the ~~EMEA~~CALA region by ~~$2.8~~$1.7 million and the APAC region by $0.7 million compared to the prior year period. Foreign exchange rate changes impacted NICS segment net sales unfavorably by approximately 1% during both the three and six months ended ~~March 31,~~June 30, 2022 compared to the prior year ~~period.~~periods.

For the three and six months ended ~~March 31,~~June 30, 2022, NICS segment operating loss ~~decreased~~increased and adjusted EBITDA ~~increased~~decreased compared to the prior year ~~period~~periods primarily due tolower sales volumes, higher material costs and higher R&D costs, partially offset by favorable pricing impacts on certain products, favorable product mix and lower ~~selling expenses, partially offset by lower sales volumes, higher material costs and higher R&D~~SG&A costs. ~~Compared to~~For the ~~prior year period,~~three months ended June 30, 2022, NICS segment operating loss was unfavorably impacted by an increase of $8.4 million in restructuring expense and for the three and six months ended June 30,2022, it was favorably impacted by a ~~$7.6~~$2.8 million and $5.3 million reduction, ~~in restructuring expense and a $2.5 million reduction~~respectively, in amortization ~~expense which~~expense. Neither of these items are ~~not~~ reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Access Network Solutions Segment

For the three and six months ended ~~March 31,~~June 30, 2022, net sales decreased in the ANS segment due to the negative impact of supply shortages resulting in delays on our ability to meet customer ~~demand. These~~demand and also due to projects in the first half of 2021 that did not recur in 2022. We believe our supply shortages ~~could continue for~~should begin to improve in the ~~remainder~~second half of 2022. From a regional perspective, for the three months ended ~~March 31,~~June 30, 2022, net sales decreased in the CALA region by $44.4 million, the APAC region by $16.2 million, the EMEA region by $7.0 million and Canada by $2.4 million but increased in the U.S. by $1.7 million compared to the prior year period. For the six months ended June 30, 2022, net sales decreased in the U.S. by ~~$57.5~~$55.8 million, the CALA region by $50.4 million, the APAC region by ~~$7.4~~$23.6 million and the ~~CALA~~EMEA region by ~~$6.0~~$1.6 million but increased in ~~the EMEA region by $5.4 million and~~ Canada by ~~$3.6~~$1.2 million compared to the prior year period. Foreign exchange rate changes ~~had no significant impact on~~impacted ANS segment net sales unfavorably by less than 1% during both the three and six months ended ~~March 31,~~June 30, 2022 compared to the prior year ~~period.~~periods.

For the three months ended ~~March 31,~~June 30, 2022, ANS segment operating loss increased and adjusted EBITDA decreased compared to the prior year period primarily due to lower sales volumes and unfavorable geographic and product mix, partially offset by lower material and freight costs and lower R&D and SG&A costs. For the six months ended June 30, 2022, ANS segment operating income and adjusted EBITDA decreased primarily due to lower sales volumes and unfavorable geographic and product mix, partially offset by lower material and freight costs and lower R&D and SG&A costs. ~~Compared to~~For the ~~prior year period,~~three and six months ended June 30, 2022, ANS segment operating loss was unfavorably impacted by ~~a $3.8~~$6.0 million and $9.8 million, respectively, of transformation ~~cost~~costs related to the termination of a supply agreement as part of CommScope NEXT but was favorably impacted by a ~~$2.2~~reduction of $20.0 million ~~reduction~~ in ~~restructuring expense.~~intellectual property litigation settlement charges. Neither of these items is reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

Home Networks Segment

Net sales for the Home segment decreased ~~slightly~~ for the three and six months ended ~~March 31,~~June 30, 2022 compared to the prior year ~~period.~~periods. While net sales of broadband solution products benefitted from favorable pricing impacts, these increases were more than offset by lower net sales volumes of our other Home products due to continued supply shortages, which delayed our ability to meet customer demand. Although we are working to secure components from key suppliers, we still expect to experience supply chain challenges through 2022 and possibly into 2023. From a regional perspective, for the three months ended ~~March 31,~~June 30, 2022, net sales decreased in the U.S. by $77.6 million, the CALA region by ~~$29.8~~$3.1 million and the ~~U.S.~~APAC region by ~~$6.5~~$0.5 million but increased in Canada by $38.5 million and the EMEA region by ~~$5.4~~$10.1 million compared to the prior year period. For the six months ended June 30, 2022, net sales decreased in the U.S. by $84.1 million and the CALA region by $31.2 million but increased in Canada by ~~$32.2~~$70.7 million, the EMEA region by $4.7 million and the APAC region by ~~$2.5~~$2.0 million compared to the prior year period. Foreign exchange rate changes impacted Home segment net sales unfavorably by ~~less than~~approximately 2% and 1% during the three and six months ended ~~March 31,~~June 30, 2022, respectively, compared to the prior year ~~period.~~periods.

For the three and six months ended ~~March 31,~~June 30, 2022, Home segment operating loss decreased ~~and adjusted EBITDA increased~~ compared to the prior year ~~period~~periods primarily due to favorable pricing impacts, benefits from cost savings initiatives, lower warranty costs and favorable product mix. These benefits were partially offset by higher component and freight costs and lower sales volumes. ~~Compared to~~Adjusted EBITDA remained relatively flat. For the ~~prior year period,~~three and six months ended June 30, 2022, Home segment operating loss ~~for the three months ended March 31, 2022~~ was favorably impacted by ~~a reduction~~reductions of ~~$5.1~~$1.6 million and $6.7 million, respectively, in restructuring expense, $10.2 million and ~~a $3.4~~$13.5 million, ~~reduction~~respectively, in transaction, transformation and integration costs ~~which~~and $19.0 million and $20.5 million, respectively, in intellectual property litigation settlement charges. None of these items are ~~not~~ reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” below.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes certain key measures of our liquidity and capital resources (in millions, except percentage data).



	March 31, 2022			December 31, 2021			Change			% Change				June 30, 2022			December 31, 2021			Change			% Change
	(dollars in millions)													(dollars in millions)
Cash and cash equivalents	$	314.7		$	360.3		$	(45.6	)		(12.7	)	%	$	229.3		$	360.3		$	(131.0	)		(36.4	)	%
Working capital (1), excluding cash and cash equivalents and current portion of long-term debt		1,138.8			1,068.9			69.9			6.5				1,272.1			1,068.9			203.2			19.0
Availability under revolving credit facility		715.6			684.1			31.5			4.6				671.1			684.1			(13.0	)		(1.9	)
Long-term debt, including current portion		9,508.3			9,510.5			(2.2	)		—				9,556.1			9,510.5			45.6			0.5
Total capitalization (2)		10,264.8			10,410.0			(145.2	)		(1.4	)			10,169.9			10,410.0			(240.1	)		(2.3	)
Long-term debt as a percentage of total capitalization		92.6	%		91.4	%									94.0	%		91.4	%

(1) Working capital consisted of current assets of ~~$3,643.4~~$3,633.0 million less current liabilities of ~~$2,221.9~~$2,163.6 million at ~~March 31,~~June 30, 2022. Working capital consisted of current assets of $3,579.7 million less current liabilities of $2,182.5 million at December 31, 2021.

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

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.

The primary uses of liquidity include debt service requirements, voluntary debt repayments or redemptions, working capital requirements, capital expenditures, business separation transaction costs, transformation costs, acquisition integration costs, dividends related to the Convertible Preferred Stock if we elect to pay such dividends in cash, litigation and claim settlements, income tax payments and other contractual obligations. We expect the interest payments on our ~~senior secured term loan due in~~ 2026 ~~(2026~~ Term ~~Loan)~~Loan and our senior secured asset-based revolving credit facility (Revolving Credit Facility) to increase in 2022 as a result of the Federal Reserve’s increase in interest rates in ~~March~~ 2022 and the expectation that they will continue to raise interest rates further ~~in 2022.~~this year and into 2023. See Part II, Item 7A, “Quantitative and Qualitative Disclosure About Market Risk” in our 2021 Annual Report for further discussion of our interest rate risk. We believe that our existing cash, cash equivalents and cash flows from operations, combined with availability under our Revolving Credit Facility, will be sufficient to meet our presently anticipated future cash needs. 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, borrow additional amounts under our Revolving Credit Facility or issue debt or equity securities, if market conditions are favorable, to meet future cash needs or to reduce our borrowing costs.

Although there are no financial maintenance covenants under the terms of our senior notes, there is a limitation, among other limitations, on certain future borrowings based on an adjusted leverage ratio or a fixed charge coverage ratio. These ratios are based on financial measures similar to non-GAAP adjusted EBITDA as presented in the “Reconciliation of Non-GAAP Measures” section below, but also give pro forma effect to certain events, including acquisitions, synergies and savings from cost reduction initiatives such as facility closures and headcount reductions. For the twelve months ended ~~March 31,~~June 30, 2022, our non-GAAP pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was ~~$1,132.6~~$1,158.3 million, which included annualized savings expected from cost reduction initiatives ($~~52.0~~85.8 million) so that the impact of cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios. In addition to limitations under these indentures, our senior secured credit facilities contain customary negative covenants based on similar financial measures. We believe we are in compliance with the covenants under our indentures and senior secured credit facilities at ~~March 31,~~June 30, 2022.

Cash and cash equivalents decreased during the ~~three~~six months ended ~~March 31,~~June 30, 2022 primarily driven by cash used for operating activities of ~~$14.6~~$109.1 million, capital expenditures of ~~$27.4~~$55.1 million and tax withholding payments for vested equity-based compensation awards of ~~$10.6~~$14.0 million, partially offset by net borrowings under our Revolving Credit Facility of $50.0 million. As of ~~March 31,~~June 30, 2022, approximately ~~71%~~70% of our cash and cash equivalents were held outside the U.S.

Working capital, excluding cash and cash equivalents and the current portion of long-term debt, increased during the ~~three~~six months ended ~~March 31,~~June 30, 2022 primarily due to higher inventory balances as a result of rising material costs and increases in stock as we build inventory waiting for certain materials or components to complete our products for sale. ~~Offsetting~~During the ~~increase in inventory was an increase in accounts payable mainly driven by higher inventory balances and a shift in payments timing. In the first quarter of~~six months ended June 30, 2022, we sold approximately ~~$82~~$161 million of accounts receivable under customer-sponsored supplier financing agreements. Approximately ~~$60~~$58 million of that amount impacted working capital, excluding cash and cash equivalents and the current portion of long-term debt, as of ~~March 31,~~June 30, 2022. 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 reduction in total capitalization during the ~~three~~six months ended ~~March 31,~~June 30, 2022 reflected the net loss for the period.

Cash Flow Overview

Three Months Ended

March 31,

%

2022

2021

Change

Change

(dollars in millions)

Net cash used in operating activities

$
(14.6
)

$
(124.0
)

$
109.4

(88.2
)%
Net cash used in investing activities

(16.0
)

(25.4
)

9.4

(37.0
)
Net cash used in financing activities

(17.2
)

(42.7
)

25.5

(59.7
)


	Six Months Ended
	June 30,									%
	2022			2021			Change			Change
	(dollars in millions)
Net cash generated by (used in) operating activities	$	(109.1	)	$	67.6		$	(176.7	)		(261.4	)%
Net cash used in investing activities		(39.2	)		(76.9	)		37.7			(49.0	)
Net cash generated by (used in) financing activities		21.4			(65.4	)		86.8		NM

Operating Activities


	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2022			2021			2022			2021
	(in millions)						(in millions)
Net loss	$	(139.9	)	$	(97.6	)	$	(200.9	)	$	(251.4	)
Adjustments to reconcile net loss to net cash generated by operating activities:
Adjustments to reconcile net loss to net cash generated by (used in) operating activities:
Depreciation and amortization		180.2			199.2			356.3			392.8
Equity-based compensation		16.5			23.5			28.9			40.0
Deferred income taxes		2.3			(53.4	)		(26.2	)		(81.1	)
Changes in assets and liabilities:
Accounts receivable		(60.5	)		(164.2	)		(86.4	)		(173.9	)
Inventories		(73.7	)		(10.7	)		(151.4	)		(64.9	)
Prepaid expenses and other assets		29.6			4.1			2.1			32.3
Accounts payable and other liabilities		23.5			(23.9	)		(28.8	)		169.0
Other		7.4			(1.0	)		(2.7	)		4.8
Net cash used in operating activities	$	(14.6	)	$	(124.0	)
Net cash generated by (used in) operating activities							$	(109.1	)	$	67.6

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, cash ~~used for~~generated by (used in) operating activities ~~decreased~~deteriorated compared to the prior year period primarily as a result of higher ~~collections~~inventory costs, increases in cash taxes paid of ~~accounts receivable~~$33.8 million and ~~a shift~~increases in ~~the timing of certain~~ variable ~~incentive~~ compensation payments, partially offset by higher ~~inventory costs.~~

collections.

Investing Activities


	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2022			2021			2022			2021
	(in millions)						(in millions)
Additions to property, plant and equipment	$	(27.4	)	$	(26.4	)	$	(55.1	)	$	(60.2	)
Proceeds from sale of property, plant and equipment		—			1.0			—			1.3
Payments upon settlement of net investment hedge								—			(18.0	)
Other		11.4			—			15.9			—
Net cash used in investing activities	$	(16.0	)	$	(25.4	)	$	(39.2	)	$	(76.9	)

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the decrease in cash used in investing activities compared to the prior year period was primarily driven by proceeds of $6.9 million on the sale of an equity method investment, proceeds of $5.0 million on the sale of certain patents and a return of $4.5 million on equity method investments.

Financing Activities


	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2022			2021			2022			2021
	(in millions)						(in millions)
Long-term debt repaid	$	(93.0	)	$	(8.0	)	$	(176.0	)	$	(16.0	)
Long-term debt proceeds		85.0			—			210.0			—
Dividends paid on Series A convertible preferred stock		—			(14.3	)		—			(28.7	)
Proceeds from the issuance of common shares under equity-based compensation plans		0.1			3.9			—			3.9
Tax withholding payments for vested equity-based compensation awards		(10.6	)		(24.3	)		(14.0	)		(24.6	)
Other		1.3			—			1.4			—
Net cash used in financing activities	$	(17.2	)	$	(42.7	)
Net cash generated by (used in) financing activities							$	21.4		$	(65.4	)

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we borrowed $210.0 million and repaid ~~$85.0~~$160.0 million under the Revolving Credit Facility. We also paid ~~the~~two quarterly scheduled amortization ~~payment of $8.0~~payments totaling $16.0 million on the ~~senior secured term loan due in~~ 2026 Term Loan during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

As of ~~March 31,~~June 30, 2022, we had no$50.0 million outstanding borrowings under the Revolving Credit Facility and the remaining availability was ~~$715.6~~$671.1 million, reflecting a borrowing base of ~~$807.5~~$805.9 million reduced by ~~$91.9~~$84.8 million of letters of credit issued under the Revolving Credit Facility.

Also impacting cash generated by financing activities for the six months ended June 30, 2022, was a decrease of $28.7 million in cash dividends paid for the Convertible Preferred Stock. In the current period, the dividends were paid in additional shares of the Convertible Preferred Stock. During the ~~three~~six months ended ~~March 31, 2022, we received proceeds of $0.1 million related to the exercise of stock options compared to $3.9 million in the prior year period. Also during the three months ended March 31,~~June 30, 2022, employees surrendered shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units and performance share units, which reduced cash flows by ~~$10.6~~$14.0 million compared to ~~$24.3~~$24.6 million in the prior year period. During the six months ended June 30, 2021, we received proceeds of $3.9 million related to the exercise of stock options.

3236

Reconciliation of Non-GAAP Measures

We believe that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful in assessing our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We also use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors.

We believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term non-GAAP adjusted EBITDA may vary from that of others in our industry. These financial measures should not be considered as alternatives to operating income (loss), net income (loss) or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity.

We also believe presenting these non-GAAP results for the twelve months ended ~~March 31,~~June 30, 2022 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the ~~three~~six months ended ~~March 31,~~June 30, 2021 from the data for the year ended December 31, 2021 and then adding the data for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Consolidated


	Three Months						Year			Twelve Months			Three Months						Six Months						Year			Twelve Months
	Ended						Ended			Ended			Ended						Ended						Ended			Ended
	March 31,						December 31,			March 31,			June 30,						June 30,						December 31,			June 30,
	2022			2021			2021			2022			2022			2021			2022			2021			2021			2022
	(in millions)												(in millions)
Net loss	$	(139.9	)	$	(97.6	)	$	(462.6	)	$	(504.9	)	$	(61.0	)	$	(153.8	)	$	(200.9	)	$	(251.4	)	$	(462.6	)	$	(412.1	)
Income tax expense (benefit)		30.9			(29.5	)		(71.9	)		(11.5	)		(14.5	)		(0.6	)		16.4			(30.1	)		(71.9	)		(25.4	)
Interest income		(0.7	)		(0.5	)		(1.9	)		(2.1	)		(0.5	)		(0.5	)		(1.2	)		(1.0	)		(1.9	)		(2.1	)
Interest expense		136.5			137.5			561.2			560.2			140.1			138.0			276.6			275.5			561.2			562.3
Other (income) expense, net		—			(1.0	)		23.8			24.8			(1.0	)		(1.5	)		(1.0	)		(2.5	)		23.8			25.3
Operating income	$	26.8		$	8.9		$	48.6		$	66.5
Operating income (loss)													$	63.1		$	(18.4	)	$	89.9		$	(9.5	)	$	48.6		$	148.0
Adjustments:
Amortization of purchased intangible assets		140.7			154.7			613.0			599.0			139.0			154.2			279.7			308.9			613.0			583.8
Restructuring costs, net		12.1			44.4			91.9			59.6			38.5			58.9			50.6			103.3			91.9			39.2
Equity-based compensation		16.5			23.5			79.6			72.6			12.3			16.4			28.9			40.0			79.6			68.5
Asset impairments		—			—			13.7			13.7			—			—			—			—			13.7			13.7
Transaction, transformation and integration costs (1)		15.6			15.7			90.3			90.2			14.9			21.0			30.5			36.7			90.3			84.1
Acquisition accounting adjustments (2)		2.0			3.3			11.5			10.2			1.8			3.0			3.6			6.2			11.5			8.9
Patent claims and litigation settlements		1.2			1.5			31.7			31.4			1.0			40.0			2.2			41.5			31.7			(7.6	)
Reserve for Russian accounts receivable		5.4			—			—			5.4
Reserve (recovery) of Russian accounts receivable														(1.7	)		—			3.8			—			—			3.8
Depreciation		33.0			37.7			136.7			132.0			30.7			32.6			63.7			70.3			136.7			130.1
Non-GAAP adjusted EBITDA	$	253.3		$	289.7		$	1,117.0		$	1,080.6		$	299.6		$	307.7		$	552.9		$	597.4		$	1,117.0		$	1,072.5

Note: Components may not sum to total due to rounding.

(1)

In 2022, primarily reflects transformation costs related to CommScope NEXT and integration costs related to the ARRIS acquisition. In 2021, primarily reflects transaction costs related to the planned spin-off of the Home Networks business, transformation costs related to CommScope NEXT and integration costs related to the ARRIS acquisition.

(2)

In 2022 and 2021, reflects acquisition accounting adjustments related to reducing deferred revenue to its estimated fair value.

3337

Reconciliation of Segment Adjusted EBITDA

Segment adjusted EBITDA is provided as a performance measure in Note 7 in the Notes to Unaudited Condensed Consolidated Financial Statements included herein. Below we reconcile segment adjusted EBITDA for each segment individually to operating income (loss) for that segment to supplement the reconciliation of the total segment adjusted EBITDA to consolidated operating loss in that footnote.

Connectivity and Cable Solutions Segment


	Three Months Ended March 31,				Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		2022			2021		2022		2021
	(in millions)				(in millions)
Operating income	$	37.3	$	26.1	$	111.7		$	5.6	$	149.0	$	31.6
Adjustments:
Amortization of purchased intangible assets		29.4		40.2		27.4			40.2		56.8		80.5
Restructuring costs, net		2.9		16.7		10.3			57.3		13.2		74.1
Equity-based compensation		4.0		5.7		3.0			4.1		7.0		9.8
Transaction, transformation and integration costs		4.4		4.2		3.5			3.9		7.8		8.2
Patent claims and litigation settlements		1.6		—		—			—		1.6		—
Reserve for Russian accounts receivable		4.9		—
Reserve (recovery) of Russian accounts receivable						(1.2	)		—		3.7		—
Depreciation		14.0		13.0		14.3			13.3		28.4		26.3
Adjusted EBITDA	$	98.6	$	106.0	$	169.0		$	124.5	$	267.5	$	230.5

Outdoor Wireless Networks Segment


	Three Months Ended March 31,				Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		2022			2021		2022		2021
	(in millions)				(in millions)
Operating income	$	52.9	$	50.8	$	43.5		$	63.4	$	96.4	$	114.2
Adjustments:
Amortization of purchased intangible assets		8.1		8.8		8.2			8.3		16.3		17.1
Restructuring costs, net		2.2		5.8		17.3			0.5		19.5		6.3
Equity-based compensation		1.9		2.5		1.4			1.8		3.4		4.2
Transaction, transformation and integration costs		1.8		1.9		1.5			1.8		3.3		3.7
Reserve for Russian accounts receivable		0.1		—
Recovery of Russian accounts receivable						(0.1	)		—		—		—
Depreciation		3.8		3.9		3.6			3.8		7.4		7.7
Adjusted EBITDA	$	71.0	$	73.7	$	75.3		$	79.6	$	146.3	$	153.2

Networking Intelligent Cellular and Security Solutions Segment


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2022			2021
	(in millions)						(in millions)
Operating loss	$	(43.0	)	$	(60.4	)	$	(43.7	)	$	(21.7	)	$	(86.7	)	$	(82.1	)
Adjustments:
Amortization of purchased intangible assets		15.5			18.0			15.2			18.0			30.7			36.0
Restructuring costs, net		3.6			11.2
Restructuring costs (credits), net								5.8			(2.6	)		9.4			8.6
Equity-based compensation		3.6			5.1			2.7			3.6			6.3			8.7
Transaction, transformation and integration costs		1.2			1.4			1.0			1.3			2.2			2.7
Acquisition accounting adjustments		0.6			1.5			0.5			1.3			1.1			2.9
Patent claims and litigation settlements		—			0.3			—			—			—			0.3
Reserve for Russian accounts receivable		0.4			—
Reserve (recovery) of Russian accounts receivable								(0.3	)		—			0.1			—
Depreciation		4.4			5.5			3.5			4.5			7.9			10.0
Adjusted EBITDA	$	(13.8	)	$	(17.4	)	$	(15.3	)	$	4.5		$	(29.1	)	$	(12.9	)

Access Network Solutions Segment


	Three Months Ended March 31,					Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021		2022			2021			2022			2021
	(in millions)					(in millions)
Operating income (loss)	$	(6.6	)	$	23.9	$	(25.7	)	$	(12.3	)	$	(32.3	)	$	11.7
Adjustments:
Amortization of purchased intangible assets		61.7			61.7		62.0			61.7			123.8			123.5
Restructuring costs, net		2.6			4.8		4.8			1.8			7.4			6.5
Equity-based compensation		4.2			6.3		3.2			4.3			7.3			10.6
Transaction, transformation and integration costs		5.5			2.2		7.4			2.0			12.9			4.1
Acquisition accounting adjustments		0.8			1.2		0.8			1.2			1.7			2.4
Patent claims and litigation settlements							—			20.0			—			20.0
Depreciation		6.0			7.8		5.4			5.9			11.3			13.7
Adjusted EBITDA	$	74.2		$	108.0	$	57.8		$	84.5		$	132.1		$	192.5

Home Networks Segment


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2022			2021
	(in millions)						(in millions)
Operating loss	$	(13.8	)	$	(31.5	)	$	(22.7	)	$	(53.4	)	$	(36.5	)	$	(84.9	)
Adjustments:
Amortization of purchased intangible assets		26.0			26.0			26.2			26.0			52.2			51.9
Restructuring costs, net		0.8			5.9			0.3			1.9			1.1			7.8
Equity-based compensation		2.9			3.9			2.0			2.8			4.9			6.7
Transaction, transformation and integration costs		2.6			6.0			1.6			11.8			4.3			17.8
Acquisition accounting adjustments		0.4			0.5			0.4			0.5			0.9			1.0
Patent claims and litigation settlements		(0.4	)		1.2			1.0			20.0			0.7			21.2
Depreciation		4.8			7.5			3.9			5.1			8.7			12.6
Adjusted EBITDA	$	23.3		$	19.4		$	12.8		$	14.6		$	36.1		$	34.1

Note: Components may not sum to total due to rounding.

3539

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q or any other oral or written statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements may discuss goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs and expectations of management, as well as assumptions made by, and information currently available to, management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, risks related to the successful execution of CommScope NEXT; 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; 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 that we rely on, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; substantial indebtedness and restrictive debt covenants; our ability to incur additional indebtedness; our ability to generate cash to service our indebtedness; the potential separation of the Home Networks business or any other potential separation, divestiture or discontinuance of a business or product line, including uncertainty regarding the timing of the separation, achieving the expected benefits and the potential disruption to the business; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; our dependence on customers’ capital spending on data and communication ~~systems;~~systems, which could be negatively impacted by a regional or global economic downturn, among other factors; 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; possible future 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 and other risks, including the impact of wars, regional conflicts and terrorism; the potential impact of higher than normal inflation; our ability to comply with governmental anti-corruption laws and regulations and export and import controls and sanctions worldwide; our ability to compete in international markets due to export and import controls to which we may be subject; changes in the laws and policies in the United States affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products; cost of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign environmental laws; the impact of litigation and similar regulatory proceedings that we are involved in or may become involved in, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business including employees, sites, operations, customers, supply chain logistics and the global economy; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control. These and other factors are discussed in greater detail in our 2021 Annual Report 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 report, except as otherwise may be required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the interest rate risk, commodity price risk or foreign currency exchange rate risk information previously reported under Item 7A of our 2021 Annual Report, as filed with the SEC on February 17, 2022.

3640

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

Reference should be made to our 2021 Annual Report for additional information regarding discussion of the effectiveness of the Company’s controls and procedures. There have been no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3741

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

ITEM 1A. RISK FACTORS

The Company’s business, financial condition, results of operations and cash flows are subject to various risks which could cause actual results to vary from recent results or from anticipated future results. There have been no material changes to our risk factors disclosed in Part I - Item 1A, Risk Factors, of our ~~Form 10-K for the year ended December 31, 2021.~~2021 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities:

None.

Issuer Purchases of Equity Securities:

The following table summarizes the stock purchase activity for the three months ended ~~March 31,~~June 30, 2022:

Period

Total Number
of Shares
Purchased (1)

Average
Price Paid
Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs

January 1, 2022 - January 31, 2022

10,504

$
11.44

—

$
—

February 1, 2022 - February 28, 2022

3,981

$
9.20

—

$
—

March 1, 2022 - March 31, 2022

1,216,754

$
8.62

—

$
—

Total

1,231,239

$
8.65

—


Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2022 - April 30, 2022		79,975	$	7.69		—	$	—
May 1, 2022 - May 31, 2022		30,616	$	6.92		—	$	—
June 1, 2022 - June 30, 2022		321,937	$	7.83		—	$	—
Total		432,528	$	7.74		—

(1) The shares purchased were withheld to satisfy the withholding tax obligations related to restricted stock units and performance share units that vested during the period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

3842

ITEM 6. EXHIBITS


10.1 **	~~Form of Performance Share Unit Award Certificate under the CommScope Holding Company, Inc. Amended and Restated 2019 Long-Term Incentive Plan.~~
31.1 **	Certification of Principal Executive Officer pursuant to Rule 13a-14(a).
31.2 **	Certification of Principal Financial Officer pursuant to Rule 13a-14(a).
32.1 **	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32)(ii) of Regulation S-K).
101.INS	Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH	Inline XBRL Schema Document, furnished herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
**	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	COMMSCOPE HOLDING COMPANY, INC.

~~May 4,~~August 3, 2022	/s/ Kyle D. Lorentzen
Date	Kyle D. Lorentzen
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and duly authorized officer)


Part I—Financial Information (Unaudited):

Item 1. Condensed Consolidated Financial Statements:

Condensed Consolidated Statements of Operations		2

Condensed Consolidated Statements of Comprehensive Loss		3

Condensed Consolidated Balance Sheets		4

Condensed Consolidated Statements of Cash Flows		5

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)		6

Notes to Unaudited Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2324

Item 3. Quantitative and Qualitative Disclosures About Market Risk		3640

Item 4. Controls and Procedures		3741

Part II—Other Information:

Item 1. Legal Proceedings		3842

Item 1A. Risk Factors		3842

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3842

Item 3. Defaults Upon Senior Securities		3842

Item 4. Mine Safety Disclosures		3842

Item 5. Other Information		3842

Item 6. Exhibits		3943

Signatures		4044



	Unaudited March 31, 2022			December 31, 2021			Unaudited June 30, 2022			December 31, 2021
Assets
Cash and cash equivalents	$	314.7		$	360.3		$	229.3		$	360.3
Accounts receivable, less allowance for doubtful accounts of $64.8 and $63.7, respectively		1,590.1			1,532.6
Accounts receivable, less allowance for doubtful accounts of $61.6 and $63.7, respectively								1,595.0			1,532.6
Inventories, net		1,507.5			1,435.8			1,563.4			1,435.8
Prepaid expenses and other current assets		231.1			251.0			245.3			251.0
Total current assets		3,643.4			3,579.7			3,633.0			3,579.7
Property, plant and equipment, net of accumulated depreciation of $806.0 and $787.4, respectively		646.1			656.3
Property, plant and equipment, net of accumulated depreciation of $822.0 and $787.4, respectively								630.8			656.3
Goodwill		5,220.5			5,231.7			5,186.3			5,231.7
Other intangible assets, net		2,884.4			3,027.3			2,737.0			3,027.3
Other noncurrent assets		724.9			764.5			752.3			764.5
Total assets	$	13,119.3		$	13,259.5		$	12,939.4		$	13,259.5
Liabilities and Stockholders' Deficit
Accounts payable	$	1,272.6		$	1,160.7		$	1,183.6		$	1,160.7
Accrued and other liabilities		917.3			989.8			948.0			989.8
Current portion of long-term debt		32.0			32.0			32.0			32.0
Total current liabilities		2,221.9			2,182.5			2,163.6			2,182.5
Long-term debt		9,476.3			9,478.5			9,524.1			9,478.5
Deferred income taxes		201.0			208.2			191.1			208.2
Other noncurrent liabilities		463.6			490.8			446.8			490.8
Total liabilities		12,362.8			12,360.0			12,325.6			12,360.0
Commitments and contingencies
Series A convertible preferred stock, $0.01 par value		1,070.7			1,056.1			1,085.4			1,056.1
Stockholders' deficit:
Preferred stock, $0.01 par value: Authorized shares: 200,000,000;
Issued and outstanding shares: 1,070,666 and 1,056,144, respectively, Series A convertible preferred stock		0			0
Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 207,052,122 and 204,567,294, respectively		2.2			2.2
Issued and outstanding shares: 1,085,386 and 1,056,144, respectively, Series A convertible preferred stock								0			0
Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 208,162,986 and 204,567,294, respectively								2.2			2.2
Additional paid-in capital		2,542.8			2,540.7			2,540.4			2,540.7
Accumulated deficit		(2,355.2	)		(2,215.3	)		(2,416.2	)		(2,215.3	)
Accumulated other comprehensive loss		(215.6	)		(206.4	)		(306.3	)		(206.4	)
Treasury stock, at cost: 12,201,824 shares and 10,970,585 shares, respectively		(288.4	)		(277.8	)
Treasury stock, at cost: 12,634,352 shares and 10,970,585 shares, respectively								(291.7	)		(277.8	)
Total stockholders' deficit		(314.2	)		(156.6	)		(471.6	)		(156.6	)
Total liabilities and stockholders' deficit	$	13,119.3		$	13,259.5		$	12,939.4		$	13,259.5


		Three Months Ended							Three Months Ended						Six Months Ended
		March 31,							June 30,						June 30,
		2022			2021				2022			2021			2022			2021
Number of common shares outstanding:
Balance at beginning of period			204,567,294			200,095,232				207,052,122			203,996,914			204,567,294			200,095,232
Issuance of shares under equity-based compensation plans			3,716,067			5,497,216				1,543,392			173,285			5,259,459			5,670,501
Shares surrendered under equity-based compensation plans			(1,231,239	)		(1,595,534	)			(432,528	)		(15,998	)		(1,663,767	)		(1,611,532	)
Balance at end of period			207,052,122			203,996,914				208,162,986			204,154,201			208,162,986			204,154,201
Common stock:
Balance at beginning and end of period		$	2.2		$	2.1			$	2.2		$	2.1		$	2.2		$	2.1
Additional paid-in capital:
Balance at beginning of period		$	2,540.7		$	2,512.9			$	2,542.8		$	2,526.0		$	2,540.7		$	2,512.9
Issuance of shares under equity-based compensation plans			0.1			3.9				—			—			—			3.9
Equity-based compensation			16.5			23.5				12.3			16.4			28.9			40.0
Dividends on Series A convertible preferred stock			(14.5	)		(14.3	)			(14.7	)		(14.3	)		(29.2	)		(28.7	)
Balance at end of period		$	2,542.8		$	2,526.0			$	2,540.4		$	2,528.1		$	2,540.4		$	2,528.1
Accumulated deficit:
Balance at beginning of period		$	(2,215.3	)	$	(1,752.7	)		$	(2,355.2	)	$	(1,850.3	)	$	(2,215.3	)	$	(1,752.7	)
Net loss			(139.9	)		(97.6	)			(61.0	)		(153.8	)		(200.9	)		(251.4	)
Balance at end of period		$	(2,355.2	)	$	(1,850.3	)		$	(2,416.2	)	$	(2,004.1	)	$	(2,416.2	)	$	(2,004.1	)
Accumulated other comprehensive loss:
Balance at beginning of period		$	(206.4	)	$	(155.9	)		$	(215.6	)	$	(194.3	)	$	(206.4	)	$	(155.9	)
Other comprehensive loss, net of tax			(9.2	)		(38.4	)
Other comprehensive income (loss), net of tax										(90.7	)		13.1			(99.9	)		(25.3	)
Balance at end of period		$	(215.6	)	$	(194.3	)		$	(306.3	)	$	(181.2	)	$	(306.3	)	$	(181.2	)
Treasury stock, at cost:
Balance at beginning of period		$	(277.8	)	$	(251.4	)		$	(288.4	)	$	(275.7	)	$	(277.8	)	$	(251.4	)
Net shares surrendered under equity-based compensation plans			(10.6	)		(24.3	)			(3.3	)		(0.3	)		(13.9	)		(24.6	)
Balance at end of period		$	(288.4	)	$	(275.7	)		$	(291.7	)	$	(276.0	)	$	(291.7	)	$	(276.0	)
Total stockholders' equity (deficit)		$	(314.2	)	$	207.8			$	(471.6	)	$	68.9		$	(471.6	)	$	68.9

See notes to unaudited condensed consolidated financial statements.	See notes to unaudited condensed consolidated financial statements.							See notes to unaudited condensed consolidated financial statements.



	Balance Sheet Location	March 31, 2022		December 31, 2021
Right of use assets	Other noncurrent assets	$	149.9	$	162.5

Lease liabilities - current	Accrued and other liabilities	$	44.0	$	46.7
Lease liabilities - noncurrent	Other noncurrent liabilities		134.0		140.8
Total lease liabilities		$	178.0	$	187.5



	Balance Sheet Location	June 30, 2022		December 31, 2021
Right of use assets	Other noncurrent assets	$	158.9	$	162.5

Lease liabilities - current	Accrued and other liabilities	$	46.9	$	46.7
Lease liabilities - noncurrent	Other noncurrent liabilities		136.2		140.8
Total lease liabilities		$	183.1	$	187.5


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


										Employee- Related Costs			Other			Total
Balance at March 31, 2022										$	60.7		$	0		$	60.7
Additional expense, net											35.8			2.9			38.7
Cash paid											(16.1	)		(0.2	)		(16.3	)
Foreign exchange and other non-cash items											(3.0	)		(2.7	)		(5.7	)
Balance at June 30, 2022										$	77.4		$	0		$	77.4
	Employee- Related Costs			Other			Total
Balance at December 31, 2021	$	60.6		$	0		$	60.6		$	60.6		$	0		$	60.6
Additional expense, net		4.6			3.8			8.4			40.4			6.7			47.1
Cash paid		(2.9	)		(0.3	)		(3.2	)		(19.0	)		(0.5	)		(19.5	)
Foreign exchange and other non-cash items		(1.6	)		(3.5	)		(5.1	)		(4.6	)		(6.2	)		(10.8	)
Balance at March 31, 2022	$	60.7		$	0		$	60.7
Balance at June 30, 2022										$	77.4		$	0		$	77.4


	Three Months Ended March 31,
	2022			2021
Risk-free interest rate		1.5	%		0.3	%
Expected volatility		60.6	%		52.5	%
Weighted average fair value at grant date	$	11.47		$	7.59

Large accelerated filer

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Non-accelerated filer

Smaller reporting company

Emerging growth company