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What changed in Vistance Networks, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Vistance Networks, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+380 added−479 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-26)

Top changes in Vistance Networks, Inc.'s 2025 10-K

380 paragraphs added · 479 removed · 301 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

87 edited+18 added−46 removed40 unchanged
Biggest changeAs demand in our industry recovers, we expect CommScope NEXT to drive adjusted EBITDA expansion that will enable us to increase our cash flow to de-leverage our indebtedness and further invest in our growth. 9 Customers Our customers include substantially all the leading global telecommunications operators, data center managers, cable television providers or MSOs and thousands of enterprise customers, including many Fortune 500 companies.
Biggest changeCustomers Our customers include substantially all the leading global telecommunications operators, data center managers, cable television providers or MSOs and thousands of enterprise customers, including many Fortune 500 companies. Major customers and distributors include companies such as Comcast Corporation (Comcast); TD SYNNEX Corporation; Charter Communications, Inc.; WAV, LLC; Rogers Communication Inc.; Optimum Communications, Inc.; and Exclusive Networks USA, Inc.
New DOCSIS equipment is needed for this expansion. 6 6) Government-Sponsored Broadband Improvements : Several government-sponsored programs aimed at improving the Broadband infrastructure connecting to rural and other under-served areas launched in the second half of 2022.
New DOCSIS equipment is needed for this expansion. 6) Government-Sponsored Broadband Improvements : Several government-sponsored programs aimed at improving the Broadband infrastructure connecting to rural and other under-served areas launched in the second half of 2022.
Given our understanding of their existing networks, when it comes to deploying networks at scale, these customers trust CommScope and hold high regards for our ability to help them achieve their goals. Global Scale, Manufacturing Footprint and Quality Our global manufacturing and distribution footprint and worldwide sales force give us significant scale within our addressable markets.
Given our understanding of their existing networks, when it comes to deploying networks at scale, these customers trust us and hold high regards for our ability to help them achieve their goals. Global Scale and Quality Our global manufacturing and distribution footprint and worldwide sales force give us significant scale within our addressable markets.
Our plan to achieve our growth opportunities are driven by five themes: • Become more market and customer centric – work to truly understand the needs of our customers and applications for data and video networking solutions. 8 • Expand to service providers outside of North America – expand market share with service providers in the rest of the world. • Expand enterprise sales coverage – enhance sales coverage in historically underpenetrated top metropolitan statistical areas and verticals in North America, as well as targeted country/vertical combinations around the world. • Introduce new products and scale software solutions – build and scale our differentiated products, software and technology. • Invest in capacity – expand capacity for products with high backlog, fast growth and long-term demand visibility.
Our plan to achieve our growth opportunities are driven by five themes: 6 • Become more market and customer centric – work to truly understand the needs of our customers and applications for data and video networking solutions. • Expand to service providers outside of North America – expand market share with service providers in the rest of the world. • Expand enterprise sales coverage – enhance sales coverage in historically underpenetrated top metropolitan statistical areas and verticals in North America, as well as targeted country/vertical combinations around the world. • Introduce new products and scale software solutions – build and scale our differentiated products, software and technology. • Invest in capacity – expand capacity for products with high backlog, fast growth and long-term demand visibility.
Operational Efficiency We are pursuing strategic initiatives aimed at optimizing our utilization of resources by improving direct procurement processes, increasing transparency and control over indirect procurement spend, driving operational improvements to lower manufacturing costs and streamlining and optimizing our period overhead cost structure.
Operational Efficiency We are pursuing strategic initiatives aimed at optimizing our utilization of resources by improving direct procurement processes, increasing transparency and control over indirect procurement spend, driving operational improvements to lower costs and streamlining and optimizing our period overhead cost structure.
Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the Securities and Exchange Commission's website at www.sec.gov and are also available on our website at www.commscope.com under Company — Investor Relations as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
Available Information Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the Securities and Exchange Commission's website at www.sec.gov and are also available on our website at www.vistancenetworks.com under Company — Investor Relations as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
We are proud of CommScope’s significant standing in one of the world’s most vital and dynamic industries. We are making great progress in delivering our sustainability actions while advancing the industry and creating a better and sustainable tomorrow.
We are proud of our significant standing in one of the world’s most vital and dynamic industries. We are making great progress in delivering our sustainability actions while advancing the industry and creating a better and sustainable tomorrow.
Established Sales Channels and Customer Relationships We serve customers in over 100 countries and have become a trusted advisor to many of them through our industry expertise, quality products, leading technology and long-term relationships. These factors enable us to provide mission-critical connectivity solutions that our customers need to build and maintain high-performing communication networks.
Established Sales Channels and Customer Relationships We serve customers in over 70 countries and have become a trusted advisor to many of them through our industry expertise, quality products, leading technology and long-term relationships. These factors enable us to provide mission-critical connectivity solutions that our customers need to build and maintain high-performing communication networks.
Product offerings include indoor cellular solutions such as public key infrastructure solutions, indoor and outdoor Wi-Fi and long-term evolution (LTE) access points, access and aggregation switches; an Internet of Things (IoT) suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.
Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and long-term evolution (LTE) access points, access and aggregation switches; an Internet of Things (IoT) suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.
Culture CommScope strives to create an equitable and inclusive environment that draws upon the strength of our diverse workforce to deliver exceptional results for our investors and all key stakeholders. CommScope’s global workforce is comprised of individuals of many races, cultures, backgrounds, geographies and experiences. We focus on ensuring inclusion, belonging, equity and well-being in the workplace.
Culture We strive to create an equitable and inclusive environment that draws upon the strength of our diverse workforce to deliver exceptional results for our investors and all key stakeholders. Our global workforce is comprised of individuals of many races, cultures, backgrounds, geographies and experiences. We focus on ensuring inclusion, belonging, equity and well-being in the workplace.
The Future of CommScope We are positioned as a leader in most of our segments already and will work to defend our leadership in the more mature parts of these markets, while also shifting resources towards our targeted growth choices within them.
Our Future We are already positioned as a leader in our current segments and will work to defend our leadership in the more mature parts of these markets, while also shifting resources towards our targeted growth choices within them.
While past data trends have been defined by rapid growth in the downlink, more interactive experiences and IoT are driving the need for major network change in the uplink. 3) Virtualization, Centralization and Disaggregation: Operators are continuing to virtualize and centralize their networks to make them more flexible and efficient.
While past data trends have been defined by rapid growth in the downstream, more interactive experiences and IoT are driving the need for major network change in the upstream. 3) Virtualization, Centralization and Disaggregation: Operators are continuing to virtualize and centralize their networks to make them more flexible and efficient.
We intend to rely on our intellectual property rights, including our proprietary knowledge, trade secrets and continuing technological innovation, to develop and maintain our competitive position. From time to time there are disputes with respect to the ownership of the technology used in our industry and accusations of patent infringements.
We intend to rely on our intellectual property rights, including our proprietary knowledge, trade secrets and continuing technological innovation, to develop and maintain our competitive position. From time to time there are disputes with respect to the ownership of the technology used in our industry and accusations of patent infringements. We will continue to protect our key intellectual property rights.
Our EHS management system was designed and implemented based on the requirements of the International Standards of ISO45001 and ISO14001. CommScope seeks to inspire a culture of proactive and productive health management so employees make lifestyle decisions that lead to rewarding careers and healthy, balanced lives.
Our EHS management system was designed and implemented based on the requirements of the International Standards of ISO45001 and ISO14001. We seek to inspire a culture of proactive and productive health management so employees make lifestyle decisions that lead to rewarding careers and healthy, balanced lives.
The information posted to our website is not incorporated elsewhere in this Annual Report on Form 10-K. 16
The information posted to our website is not incorporated elsewhere in this Annual Report on Form 10-K. 13
In addition, we have formed strategic relationships with leading technology companies to provide us with early access to technology that we believe will help keep us at the forefront of our industry. As of December 31, 2024, we held over 11,000 patents and patent applications and over 2,700 registered trademarks and trademark applications worldwide.
In addition, we have formed strategic relationships with leading technology companies to provide us with early access to technology that we believe will help keep us at the forefront of our industry. As of December 31, 2025, we held over 2,700 patents and patent applications and over 590 registered trademarks and trademark applications worldwide.
CommScope continues to enhance employee engagement by leveraging technology, enabling managers, emphasizing communication, providing competitive rewards, offering flexible work approaches, encouraging career development opportunities and striving to become a destination for the marketplace's top talent.
We continue to enhance employee engagement by leveraging technology, enabling managers, emphasizing communication, providing competitive rewards, offering flexible work approaches, encouraging career development opportunities and striving to become a destination for the marketplace's top talent.
We take pride in our culture and support the activities of our global DIBN that was established in 2020. This broad-based network is open to all employees and provides its 1,400 members with opportunities to network, learn and lead, grow their careers, and support their communities.
We take pride in our culture and support the activities of our global Diversity and Inclusion Business Network (DIBN) that was established in 2020. This broad-based network is open to all employees and provides its members with opportunities to network, learn and lead, grow their careers, and support their communities.
Our solutions are complemented by services including technical support, systems design and integration. We are a leader in digital video and IP television (IPTV) distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes including fiber to the home technologies (FTTH).
Our solutions are complemented by services including technical support, systems design and integration. We are a leader in digital video and IP television (IPTV) distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes.
We believe the following key network trends will continue to impact CommScope and the industry during 2025: 1) Network Convergence : Operators are continuing to move toward converged or multi-use network architectures.
We believe the following key network trends will continue to impact the Company and the industry during 2026: 1) Network Convergence : Operators are continuing to move toward converged or multi-use network architectures.
We invested $316.2 million in research and development (R&D) during 2024 to advance product innovation and decrease total cost of deployment and ownership. Our ongoing innovation, supported by proprietary intellectual property and technology know-how, has allowed us to build and sustain a competitive advantage.
We invested $283.5 million in research and development (R&D) during 2025 to advance product innovation and decrease total cost of deployment and ownership. Our ongoing innovation, supported by proprietary intellectual property and technology know-how, has allowed us to build and sustain a competitive advantage.
Manufacturing and Distribution We maintain a balance of internal and external manufacturing providers to continue offering our customers a competitive combination of quality, cost and flexibility in meeting their needs. We develop, design, fabricate, manufacture and assemble many of our products and solutions in-house at our facilities located around the world.
Manufacturing and Distribution We maintain a balance of internal and external manufacturing providers to continue offering our customers a competitive combination of quality, cost and flexibility in meeting their needs. We develop, design, fabricate, manufacture and assemble many of our products and solutions in-house at our facility.
Our Board of Directors and its Committees provide oversight on a broad range of human capital management topics, including corporate culture, compensation and benefits, organizational development and succession planning, and employee health, safety and well-being, to name a few. We employed approximately 20,000 people worldwide as of December 31, 2024, with approximately 53% classified as manufacturing employees.
Our Board of Directors and its Committees provide oversight on a broad range of human capital management topics, including corporate culture, compensation and benefits, organizational development and succession planning, and employee health, safety and well-being, to name a few. We employed approximately 4,500 people worldwide as of December 31, 2025, with approximately 22% classified as manufacturing employees.
We believe that we differentiate ourselves in many of our markets based on our market leadership, global sales channels, intellectual property, strong reputation with our customer base, the scope of our product offering, the quality and performance of our solutions, and our service and technical support. 10 Competitive Strengths We are a global leader in connectivity and essential infrastructure solutions for communications and entertainment networks, and we believe we hold leading market positions in most of our segments.
We believe that we differentiate ourselves in many of our markets based on our market leadership, global sales channels, intellectual property, strong reputation with our customer base, the scope of our product offering, the quality and performance of our solutions, and our service and technical support. 8 Competitive Strengths We are a global leader in connectivity and essential infrastructure solutions for communications, enterprise, service provider and entertainment networks.
With CommScope NEXT, we are striving to achieve the following: • Deliver organic growth • Create a well-positioned comprehensive portfolio of products and services • Stimulate market leading innovation, delivering powerful software and services • Maintain world class operational efficiency and cost structures • Architect a simplified organization, with more accountability, responsibility and visibility With CommScope NEXT, we are continuing to transform our organization into one that has better operational efficiency, speed and resilience and one that can better service our existing customers, as well as new ones.
With our transformation initiatives, we are striving to achieve the following: • Deliver organic growth • Create a well-positioned comprehensive portfolio of products and services • Stimulate market leading innovation, delivering powerful software and services • Maintain world class operational efficiency and cost structures • Architect a simplified organization, with more accountability, responsibility and visibility 7 Our transformation initiatives allow us to continue transforming our organization into one that has better operational efficiency, speed and resilience and one that can better service our existing customers, as well as new ones.
Since 2021, we have been engaged in a transformation initiative referred to as CommScope NEXT, which is designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization.
Since 2021, we have been engaged in a transformation initiative designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization.
The U.S. initiatives aim to ensure that every person in the U.S. has access to reliable and affordable broadband by 2030. While we saw minimal investment under the BEAD Program in 2024, we expect more funds to be distributed in the second half of 2025.
The U.S. initiatives aim to ensure that every person in the U.S. has access to reliable and affordable broadband by 2030. While we saw minimal investment under the BEAD Program in 2024, we expect more funds to be distributed in the second half of 2025. Fiber Deep Deployments Residential and business bandwidth consumption continues to grow.
IP facilitates new forms of video such as Over-the-Top (OTT) and interactive television. We continue to see a mix of connectivity needs in homes, in offices and while on the move. We also continue to see higher upstream network usage than downstream usage.
In addition, video distribution over the broadband IP network is transforming how content is managed and consumed. IP facilitates new forms of video such as Over-the-Top (OTT) and interactive television. We continue to see a mix of connectivity needs in homes, in offices and while on the move. We also continue to see higher downstream usage than upstream network usage.
Over the next five years, approximately 1,500, or about 17%, of our issued patents will expire, while at the same time we intend to seek patents protecting new innovations .
Over the next five years, approximately 228, or 12%, of our issued patents will expire, while at the same time we intend to seek patents protecting new innovations .
We will continue to protect our key intellectual property rights. 13 Government Regulation We are subject to various domestic and international government regulations. For example, our international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions.
Government Regulation We are subject to various domestic and international government regulations. For example, our international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions.
As an example, Data Over Cable Service Interface Specification (DOCSIS) deployments are being added to the new low latency DOCSIS technologies to their CMTS and customer premises equipment (CPE) gear. Node-splits are also used to reduce congestion.
Low latency Data Over Cable Service Interface Specification (DOCSIS) technologies are being added to CMTS and customer premises equipment (CPE) gear. Node-splits are also used to reduce congestion.
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.
We are a global provider of infrastructure solutions that 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.
Products from our NICS segment are primarily sold through independent distributors or system integrators for large telecommunications operators and to customers in a broad range of enterprise vertical markets, including hospitality, education, smart cities, government, venues and service providers, indirectly through channel partners.
Products from our RUCKUS segment are primarily sold through independent distributors or system integrators for large telecommunications operators and to customers in a broad range of enterprise vertical markets, including hospitality, education, smart cities, government, venues and service providers, indirectly through channel partners. We also sell directly to managed service providers (MSPs) and service providers that deploy broadband networks.
CommScope’s compensation plans and programs strive to: attract and retain skilled, high-performing individuals; pay base salaries and provide benefits that are competitive in our industry and the local markets in each country where we operate; and provide short- and long-term incentives (when appropriate) that are tied to exceptional employee and Company performance.
Our compensation plans and programs strive to: attract and retain skilled, high-performing individuals; pay base salaries and provide benefits that are competitive in our industry and the local markets in each country where we operate; and provide short- and long-term incentives (when appropriate) that are tied to exceptional employee and Company performance. 12 Employee Education, Training and Development We are committed to developing the careers and capabilities of our current and future employees.
To achieve this, we maintain a robust Environment, Health & Safety (EHS) management system, set objectives and targets and measure them accordingly, provide necessary resources, and create a comprehensive well-being and benefits program that supports a culture of safety and health first.
A commitment to business practices that are innovative, safe and sustainable is key to our success. To achieve this, we maintain a robust Environment, Health & Safety (EHS) management system, set objectives and targets and measure them accordingly, provide necessary resources, and create a comprehensive well-being and benefits program that supports a culture of safety and health first.
We are also committed to providing competitive rewards and the continued growth and development of our employees through a variety of global training and development opportunities that build and strengthen employees’ leadership and professional skills.
We are also committed to providing competitive rewards and the continued growth and development of our employees through a variety of global training and development opportunities that build and strengthen employees’ leadership and professional skills. Lastly, we aim to provide a positive employee experience and workplace environment that engages all employees.
Additionally, the network has become more bi-directional and interactive, driving the need for lower and more consistent latency.
Additionally, the network has become more interactive, driving higher bandwidth and the need for lower latency.
Operating Segments As a result of the divestitures described above, we are now reporting financial performance based on the following remaining three operating segments: CCS, NICS and ANS.
Reportable Segments As a result of the divestitures described above, we are now reporting financial performance based on the following remaining reportable segments: RUCKUS and Aurora.
We consider our patents and trademarks to be valuable assets, and although no single patent is material to our overall operations, we believe the COMMSCOPE, ARRIS, RUCKUS, SYSTIMAX, NETCONNECT, NOVUX and ONECELL trade names and related trademarks are critical assets to our business.
We consider our patents and trademarks to be valuable assets, and although no single patent is material to our overall operations, we believe the RUCKUS NETWORKS, AURORA NETWORKS and VISTANCE NETWORKS trade names and related trademarks are important assets to our business.
It may be more meaningful to focus on our annual rather than interim results. Patents and Trademarks We pursue an active policy of seeking intellectual property protection, including patents and registered trademarks, for new products and designs.
Our operating performance is typically the weakest during the first quarter, and this pattern is expected to continue in the future. It may be more meaningful to focus on our annual rather than interim results. Patents and Trademarks We pursue an active policy of seeking intellectual property protection, including patents and registered trademarks, for new products and designs.
Additionally, we completed the Casa Transaction and expect the transaction to strengthen our ANS segment’s position by enhancing the segment’s virtual cable modem termination systems and passive optical network product offerings.
Additionally, we completed the Casa Transaction in June 2024 which has strengthened our Aurora (formerly ANS) segment’s position by enhancing the segment’s virtual cable modem termination systems and passive optical network product offerings.
As discussed above, we believe the divestiture of the OWN segment and DAS business unit in January 2025 and the divestiture of our Home business in January 2024 were the optimal opportunities for their future success.
As discussed above, we believe the divestitures of the CCS segment subsequent to fiscal year end in January 2026, the OneCell business in May 2025, the OWN segment and DAS business unit in January 2025 and the Home business in January 2024 were the optimal opportunities for their future success.
We believe our scale, stability and quality make us an attractive strategic partner to our large global customers, and we have been repeatedly recognized by key customers for these attributes. 11 Our manufacturing and distribution facilities are strategically located to optimize service levels and product delivery times.
We believe our scale, stability and quality make us an attractive strategic partner to our large global customers, and we have been repeatedly recognized by key customers for these attributes.
We also ask questions to determine if employees feel a strong sense of inclusion and belonging, as well as measure overall engagement. With this valuable feedback, we can identify strengths and potential areas for focused improvement.
Among other things, the survey seeks to understand how employees experience our values in their day-to-day work in order to measure our cultural health. We also ask questions to determine if employees feel a strong sense of inclusion and belonging, as well as measure overall engagement. With this valuable feedback, we can identify strengths and potential areas for focused improvement.
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. As of December 31, 2024, we have a team of over 20,000 people who serve our customers in over 100 countries through a network of world-class manufacturing and distribution facilities strategically located around the globe.
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. As of December 31, 2025, excluding our discontinued operations, we have a team of over 4,500 people who serve our customers in over 70 countries.
For further discussion of the discontinued operations related to the OWN segment, DAS business unit and Home business, see Note 4 in the Notes to Consolidated Financial Statements. 4 For the year ended December 31, 2024, our revenues were $4.21 billion and our loss from continuing operations was $461.0 million.
For further discussion of the discontinued operations related to the CCS segment, OWN segment, DAS business unit and Home business, see Note 4 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. For the year ended December 31, 2025, our revenues were $1.93 billion and our income from continuing operations was $324.3 million.
Over time, we expect these low latency services to allow support of Web3.0 and the metaverse, as access networks are increasing and used in a more interactive way.
Over time, we expect these low latency services to allow support of Web3.0 and the metaverse, as access networks are increasing and used in a more interactive way. 5 5) Network Capacity Expansion : Network providers continue to be cognizant of the need to stay ahead of the traffic growth that occurs every year.
We believe employees learn best through a combination of work experience, coaching, feedback, training and education. We augment in-person communications with technology to align and manage employees’ performance and goals throughout the year, providing continuous development opportunities through coaching and feedback.
We manage employees’ performance and goals throughout the year, providing both classroom and virtual training and development opportunities for both our manufacturing and non-manufacturing employees. We believe employees learn best through a combination of work experience, coaching, feedback, training and education.
Our customers include substantially all the leading global telecommunications operators, data center managers, cable television providers or multi-system operators (MSOs) and thousands of enterprise customers, including many Fortune 500 companies.
Our customers include substantially all the leading global telecommunications operators, data center managers, cable television providers or multi-system operators (MSOs) and thousands of enterprise customers, including many Fortune 500 companies. We have long-standing, direct relationships with our customers and serve them through a direct sales force, supplemented by a global network of channel partners.
Major competitors by segment include the following: CCS segment – Amphenol Corporation, Belden Inc., Clearfield, Inc., Corning Incorporated and Sterlite Technologies Limited; NICS segment – Cisco Systems, Inc., Comba Telecom Systems Holdings Limited, Corning Incorporated, Extreme Networks, Inc., Hewlett Packard Enterprise Development LP, Huawei Technologies Co., Ltd., JMA Wireless, Juniper Networks, Inc., SOLiD, Inc. and Ubiquiti Inc.; and ANS segment – ATX Networks Corp., Casa Systems, Inc., Cisco Systems, Inc., Harmonic Inc., Technetix Group Limited, Teleste Oyj and Vecima Networks Inc.
Major competitors by segment include the following: RUCKUS segment – Cisco Systems, Inc., Extreme Networks, Inc., Hewlett Packard Enterprise Development LP, Huawei Technologies Co., Ltd., and Ubiquiti Inc.; and Aurora segment – ATX Networks Corp., Harmonic Inc., Technetix Group Limited, Teleste Oyj and Vecima Networks Inc.
This market is being driven by the growth in bandwidth demand associated with the continued demand of smartphones, tablets and machine-to-machine (M2M) communication as well as the proliferation of data centers, Big Data, cloud-based services, streaming media content and IoT. In addition, video distribution over the broadband IP network is transforming how content is managed and consumed.
Industry Background We participate in the large and growing global market for connectivity and essential communications infrastructure. This market is being driven by the growth in bandwidth demand associated with the continued demand of smartphones, tablets and machine-to-machine (M2M) communication as well as the proliferation of data centers, Big Data, cloud-based services, streaming media content and IoT.
ANS Segment (2024 Net Sales of $0.8 billion) Our ANS segment’s product solutions include cable modem termination systems (CMTS), 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. 5 Industry Background We participate in the large and growing global market for connectivity and essential communications infrastructure.
Aurora (2025 Net Sales of $1.2 billion) Our Aurora segment’s product solutions include cable modem termination systems (CMTS), video infrastructure, public key infrastructure solutions, distribution and transmission equipment and cloud solutions that enable facility-based service providers to construct a state-of-the-art residential and metro distribution network.
Delays in implementing price increases, failure to achieve market acceptance of price increases, or price reductions in response to a rapid decline in raw material costs, could have a material adverse impact on the results of our operations. 12 In addition, some of our products are assembled from specialized components and subassemblies manufactured by third-party suppliers.
We have adjusted our prices for certain products and may have to adjust prices again. Delays in implementing price increases, failure to achieve market acceptance of price increases, or price reductions in response to a rapid decline in raw material costs, could have a material adverse impact on the results of our operations.
To that end, we incurred $36.7 million, $25.1 million and $41.8 million of restructuring costs and $63.4 million, $27.1 million and $35.1 million of transaction, transformation and integration costs during the years ended December 31, 2024, 2023 and 2022, respectively, primarily related to CommScope NEXT initiatives.
As a result, we incurred $19.7 million, $36.7 million and $29.4 million of net restructuring costs and $29.9 million, $63.4 million and $27.1 million of transaction, transformation and integration costs during the years ended December 31, 2025, 2024 and 2023, respectively, primarily related to our transformation initiative.
We depend upon sole suppliers for certain of these components, including capacitors, memory devices and silicon chips. Our results of operations have been and may continue to be materially affected if these suppliers cannot provide these components in sufficient quantity and quality on a timely and cost-efficient basis.
Our results of operations have been and may continue to be materially affected if these suppliers cannot provide these components in sufficient quantity and quality on a timely and cost-efficient basis. We believe that our supply contracts and our supplier contingency plans mitigate some of this risk.
Due to the variability of shipments under large contracts, customers’ seasonal installation considerations and variations in product mix and in profitability of individual orders, we can experience significant fluctuations in quarterly sales and operating income. Our operating performance is typically the weakest during the first quarter, and this pattern is expected to continue in the future.
We expect a majority of our backlog as of December 31, 2025 to be recognized as revenue during 2026. 10 Due to the variability of shipments under large contracts, customers’ seasonal installation considerations and variations in product mix and in profitability of individual orders, we can experience significant fluctuations in quarterly sales and operating income.
Certain of the raw materials utilized in our products may only be available from a few suppliers, and we may enter into longer term agreements to secure access to certain key inputs. We may, therefore, encounter significant price increases and/or availability issues for the materials we obtain from these suppliers as we have seen in recent years.
We may occasionally enter forward purchase commitments or otherwise secure availability for specific commodities to mitigate our exposure to price changes for a portion of our anticipated purchases. Certain of the raw materials utilized in our products may only be available from a few suppliers, and we may enter into longer term agreements to secure access to certain key inputs.
As a step in optimizing our portfolio, we were committed to finding the right strategic opportunity for our OWN segment, DAS business unit and Home business.
As a step in optimizing our portfolio, we have proven our commitment in determining the ideal strategic opportunities for the CCS segment, OWN segment, DAS business unit, OneCell business and Home business.
Our customer service and engineering groups maintain close working relationships with these customers due to the significant amount of customization associated with some of these products. We sell these products to most of the wireline and satellite operators globally.
In some cases, we sell through specialized resellers and distributors who primarily provide logistics support, and in certain circumstances, post-sale service and support. Our customer service and engineering groups maintain close working relationships with these customers due to the significant amount of customization associated with some of these products.
Wi-Fi 7 is expected to deliver exceptional user experiences and empower an entirely new class of advanced connected devices and demanding applications through the most efficient use of spectrum.
Wi-Fi 7 is expected to deliver exceptional user experiences and empower an entirely new class of advanced connected devices and demanding applications through the most efficient use of spectrum. Strategy Since 2021, we have been engaged in a transformation initiative designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization.
In support of this, we periodically “take the pulse” of our organization through a global employee engagement survey, one of the ways our global workforce can voice their opinions and provide ongoing feedback. Among other things, the survey seeks to understand how employees experience our Company values in their day-to-day work in order to measure our cultural health.
We believe communication and feedback are integral to building engaged employees and driving a high-performance culture. In support of this, we periodically “take the pulse” of our organization through a global employee engagement survey, one of the ways our global workforce can voice their opinions and provide ongoing feedback.
We believe that our inclusive culture is a competitive advantage that fuels innovation, enhances our ability to attract and retain top talent and strengthens our reputation.
Protecting the safety, health, and well-being of our associates around the world is one of our top priorities. We strive to achieve an injury-free work environment. We believe that our inclusive culture is a competitive advantage that fuels innovation, enhances our ability to attract and retain top talent and strengthens our reputation.
We also sell directly to cable television system operators, broadband operators and service providers that deploy broadband networks. In certain circumstances, we sell NICS segment products directly to end customers, but it is a relatively small part of the overall business.
In certain circumstances, we sell RUCKUS segment products directly to end customers, but it is a relatively small part of the overall business. Products from our Aurora segment are primarily sold directly to wireline network service providers, such as telephone companies and cable television network providers, to be deployed into their service delivery networks.
The majority of these manufacturing employees are located in low-cost labor countries such as Mexico, China, India and the Czech Republic. Our U.S. workforce includes approximately 4,100 employees, comprised of a mix of manufacturing and non-manufacturing employees. We are party to numerous works’ councils or similar statutory arrangements outside of the U.S.
These manufacturing employees are primarily located in Mexico. Our U.S. workforce includes approximately 1,700 employees, comprised of mostly non-manufacturing employees. We are party to numerous works’ councils or similar statutory arrangements outside of the U.S. (none in the U.S.) and believe that relations with our employees are generally good.
Our global footprint allows us to mitigate macroeconomic headwinds in an everchanging environment. We continuously evaluate and adjust operations to improve service, lower cost and improve the return on our capital investments, and we expect to continue modifying our global operations to adapt to changing product demand and business conditions.
We continuously evaluate and adjust operations to improve service, lower cost and improve the return on our capital investments, and we expect to continue modifying our global operations to adapt to changing product demand and business conditions. Raw Materials and Components Our products are manufactured or assembled from both standard components and parts that are unique to our specifications.
ITEM 1. BUSINESS Company Overview CommScope Holding Company, Inc. was incorporated in Delaware on October 22, 2010, and our initial public offering for our common stock was on October 25, 2013. Since our founding as an independent company in 1976, we have consistently played a significant role in many of the world’s leading communication networks.
ITEM 1. BUSINESS Company Overview Vistance Networks, Inc. was incorporated in Delaware on October 22, 2010 as CommScope Holding Company, Inc., and our initial public offering for our common stock was on October 25, 2013. Effective January 14, 2026, we changed our legal name from CommScope Holding Company, Inc. to Vistance Networks, Inc.
For the year ended December 31, 2024, we derived approximately 19% of our consolidated net sales from our top two direct customers, however, for the years ended December 31, 2024, 2023 and 2022, no single direct customer accounted for 10% or more of our net sales.
For the year ended December 31, 2025, we derived approximately 35% of our consolidated net sales from our top direct customer.
These supply chain constraints have limited our ability to manufacture and deliver products to our customers in the past and could have similar impacts in the future. Our profitability has been and may continue to be materially affected by changes in the market price of our raw materials and components, most of which are linked to the commodity markets.
Our profitability has been and may continue to be materially affected by changes in the market price of our raw materials and components, most of which are linked to the commodity markets. Prices for aluminum, copper and silicon derived from oil and natural gas have fluctuated substantially during the past several years.
For the sake of our current and future generations, we will continue to grow as a sustainable, environmentally conscious business that benefits the whole planet. For additional information, which is not incorporated by reference in this Annual Report on Form 10-K, see our Corporate Responsibility & Sustainability pages on the CommScope website: https://www.commscope.com/corporate-responsibility-and-sustainability/ .
For additional information, which is not incorporated by reference in this Annual Report on Form 10-K, see our Corporate Responsibility & Sustainability pages on the our website: https://www.vistancenetworks.com/corporate-responsibility-and-sustainability/ . 11 Human Capital Management We believe that human capital management, including attracting, developing and retaining a high-quality workforce, is critical to our long-term success.
We are also developing solutions that support the convergence of wireline and wireless networks in connection with the rollout of 5G. Several of our professionals are leaders and active contributors in standards-setting organizations, which helps ensure that our products can be formulated to achieve broad market acceptance.
Several of our professionals are leaders and active contributors in standards-setting organizations, which helps ensure that our products can be formulated to achieve broad market acceptance. Backlog and Seasonality At December 31, 2025 and 2024, we had an order backlog of $631.8 million and $609.2 million, respectively.
Sometimes, unfilled orders may be canceled prior to shipment of goods, but cancellations historically have not been material. However, our current order backlog may not guarantee future demand. We expect a majority of our backlog as of December 31, 2024 to be recognized as revenue during 2025.
Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions. Our backlog includes only orders that are believed to be firm. Sometimes, unfilled orders may be canceled prior to shipment of goods, but cancellations historically have not been material. However, our current order backlog may not guarantee future demand.
There can be no guarantee that the Company will be able to extend or renew these supply agreements on similar terms, or at all. In addition, we license software for operating network and security systems or sub-systems and a variety of routing protocols from different suppliers.
Our supply agreements include technology licensing and component purchase contracts, and several of our competitors have similar supply agreements for these components. There can be no guarantee that the Company will be able to extend or renew these supply agreements on similar terms, or at all.
In addition, we utilize contract manufacturers located throughout the world for many of our product groups, including certain products in our CCS and ANS segments and all of our Ruckus products. There can be no guarantee that the Company will be able to extend or renew agreements with contract manufacturers on similar terms, or at all.
There can be no guarantee that the Company will be able to extend or renew agreements with contract manufacturers on similar terms, or at all. Our global footprint allows us to mitigate macroeconomic headwinds in an everchanging environment.
Employee Health, Safety and Well-being At CommScope, our employees’ health, safety and well-being are a top priority. We are always seeking opportunities to protect the well-being of our employees, customers, suppliers, environment and communities. A commitment to business practices that are innovative, safe and sustainable is key to our success.
We collaborate and innovate to create the world’s most advanced networks driven by our passionate employees who deliver on this vision every day. Employee Health, Safety and Well-being Our employees’ health, safety and well-being are a top priority. We are always seeking opportunities to protect the well-being of our employees, customers, suppliers, environment and communities.
We intend to focus our major R&D activities on high-growth opportunities such as fiber optic connectivity for fiber-to-the-x (FTTX) and data centers, Wi-Fi 7 and 6GHz, CCAP, DAA, DOCSIS 4.0, gigabit passive optical network (GPON) and metro cell and small cell wireless solutions.
We intend to focus our major R&D activities on high-growth opportunities such as Wi-Fi 7 and 6GHz, cloud management systems, AI-driven network automation and converged operational/information technology solutions, CCAP, DAA, DOCSIS 4.0 and passive optical network (PON). We are also developing solutions that support the convergence of wired and wireless networks in connection with the rollout of 5G.
Research and Development We operate in an industry that is subject to rapid changes in technology, and our success is largely contingent upon anticipating and reacting to such changes. Accordingly, R&D is important to preserve and expand our position as a market leader and to provide the most technologically advanced solutions in the marketplace.
Accordingly, R&D is important to preserve and expand our position as a market leader and to provide the most technologically advanced solutions in the marketplace. We invested $283.5 million in R&D during 2025, and we expect to continue with certain investments in future years.
Our evolution has been driven by technological innovation and strategic acquisitions that expanded our product offerings and complemented our existing solutions. We are a global provider of infrastructure solutions for communication, data center and entertainment networks.
Since our founding as an independent company in 1976, we have played a significant role in many of the world’s leading communication networks. Our evolution has been driven by technological innovation and strategies that expanded our product offerings and complemented our existing solutions.
Ethernet passive optical networks (EPON) and XGS-PON are both being included in the plans of network operators, and CommScope has developed optical line terminal (OLT) and optical network terminal (ONT) equipment for both technologies. 7 Shift in Enterprise Spending Several trends in the enterprise market are expected to continue creating opportunities and challenges for us.
Ethernet passive optical networks (EPON) and XGS-PON are both being included in the plans of network operators, and we have developed optical line terminal (OLT) for both technologies. Transition to Wi-Fi 7 Wi-Fi 7, the latest generation of tri-band (2.4/5/6GHz) Wi-Fi, is designed to deliver unparalleled performance.
We also offer classroom training, virtual facilitated training, as well as an online learning platform that offers a wealth of work-related employee development content (e.g., for managerial, technical and personal development). We focus heavily on interacting with our employees how, when and where it matters most. 15 Employee Engagement CommScope prides itself on creating a collaborative, engaged and enabled workforce.
We augment in-person communications with technology to align and manage employees’ performance and goals throughout the year, providing continuous development opportunities through coaching and feedback. We also offer classroom training, virtual facilitated training, as well as an online learning platform that offers a wealth of work-related employee development content (e.g., for managerial, technical and personal development).
In the third quarter of 2024, we determined the sale of our OWN segment and DAS business unit met the “held for sale” criteria and the “discontinued operations” criteria in accordance with Accounting Standards Codification (ASC) No. 360-10, Impairment and Disposal of Long–Lived Assets , and ASC No. 205-20, Presentation of Financial Statements: Discontinued Operations, due to its relative size and strategic rationale.
Several of these divestitures met the criteria for discontinued operations under Accounting Standard Codification (ASC) 205‑20, Presentation of Financial Statements—Discontinued Operations and "held for sale" classification under ASC 360-10, Impairment and Disposal of Long Lived Assets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe may not fully realize anticipated benefits from past or future acquisitions or investments in other companies. • We may need to undertake additional restructuring actions in the future. • The Carlyle Group (Carlyle) owns a substantial portion of our equity, and its interests may not be aligned with yours. 17 Business and Operational Risks • Our future success depends on our ability to anticipate and adapt to changes in technology and customer preferences and develop, implement and market innovative solutions. • If we do not stay current with product life cycle developments, our business may suffer. • If our products do not effectively interoperate with cellular networks and mobile devices, future sales of our products could be negatively affected. • If our product or service offerings, including material purchased from our suppliers, have quality or performance issues, our business may suffer. • We depend on cloud computing infrastructure operated by third parties, and any disruption in these operations could adversely affect our business. • Our business depends on effective management information systems. • Cybersecurity incidents, including data security breaches, ransomware or computer viruses, could harm our business by exposing us to various liabilities, disrupting our delivery of products and services and damaging our reputation. • Climate change may have a long-term impact on our business.
Biggest changeBusiness and Operational Risks • Our future success depends on our ability to anticipate and adapt to changes in technology and customer preferences and develop, implement and market innovative solutions. • If we do not stay current with product life cycle developments, our business may suffer. 14 • If our products do not effectively interoperate with cellular networks and mobile devices, future sales of our products could be negatively affected. • If our product or service offerings, including material purchased from our suppliers, have quality or performance issues, our business may suffer. • We depend on cloud computing infrastructure operated by third parties, and any disruption in these operations could adversely affect our business. • Our business depends on effective management information systems. • Cybersecurity incidents, including data security breaches, ransomware or computer viruses, could harm our business by exposing us to various liabilities, disrupting our delivery of products and services and damaging our reputation. • Climate change may have an impact on our business.
Pandemics have had and could have in the future, material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to the following factors, among others: • health concerns that may lead to a complete or partial closure of, or other operational issues at, our manufacturing facilities or those of our contract manufacturers; • the reduced economic activity may severely impact our customers’ financial condition and liquidity and may lead to decreased demand for our products and services or impact the timing of on-going or planned projects; • difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address existing and anticipated liabilities on a timely basis; • a deterioration in our ability to operate in affected areas or delays in the supply of products or services to us from vendors that are needed for our efficient operations could adversely affect our operations; • the potential outbreaks among our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during a disruption; and • remote working arrangements may increase our vulnerability to cybersecurity incidents, including breaches of information systems security, which could damage our reputation, disrupt operations and expose us to claims from customers, suppliers, employees and others.
Pandemics have had and could have in the future, material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to the following factors, among others: • health concerns that may lead to a complete or partial closure of, or other operational issues at, our manufacturing facility or those of our contract manufacturers; • the reduced economic activity may severely impact our customers’ financial condition and liquidity and may lead to decreased demand for our products and services or impact the timing of on-going or planned projects; • difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address existing and anticipated liabilities on a timely basis; • a deterioration in our ability to operate in affected areas or delays in the supply of products or services to us from vendors that are needed for our efficient operations could adversely affect our operations; • the potential outbreaks among our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during a disruption; and • remote working arrangements may increase our vulnerability to cybersecurity incidents, including breaches of information systems security, which could damage our reputation, disrupt operations and expose us to claims from customers, suppliers, employees and others.
International Risks • Our significant international operations expose us to economic, political, foreign exchange rate and other risks. • Additional or new tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products. • Our significant international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions. • We are subject to governmental export and import controls and sanctions programs that could subject us to liability or impair our ability to compete in international markets.
International Risks • Our international operations expose us to economic, political, foreign exchange rate and other risks. • Additional or new tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products. • Our international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions. • We are subject to governmental export and import controls and sanctions programs that could subject us to liability or impair our ability to compete in international markets.
Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain additional financings) that are not favorable to us, and any such additional equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings.
Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain additional financings) that are not favorable to us, and any equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings.
The concentration of our net sales with these key customers subjects us to a variety of risks, including: • lower sales volumes that could result from the loss of one or more of our key customers; • dependency on customers with substantial purchasing power and leverage in negotiating contractual obligations as well as the operational structure of the relationship, resulting in potential reductions in profit; • less efficient operations that could result in higher costs from an inability to accurately forecast and plan for volatile spending patterns of key customers; • financial difficulties experienced by one or more of our key customers that could result in reduced purchases of our products and/or delays or difficulties in collecting accounts receivable balances; 19 • election by our key customers to purchase products from our competitors in order to diversify their supplier base and dual-source key products, resulting in reduced purchases of our products; and • reductions in inventory levels held by channel partners and OEMs, which may be unrelated to purchasing trends by end customers.
The concentration of our net sales with these key customers subjects us to a variety of risks, including: • lower sales volumes that could result from the loss of one or more of our key customers; • dependency on customers with substantial purchasing power and leverage in negotiating contractual obligations as well as the operational structure of the relationship, resulting in potential reductions in profit; • less efficient operations that could result in higher costs from an inability to accurately forecast and plan for volatile spending patterns of key customers; 16 • financial difficulties experienced by one or more of our key customers that could result in reduced purchases of our products and/or delays or difficulties in collecting accounts receivable balances; • election by our key customers to purchase products from our competitors in order to diversify their supplier base and dual-source key products, resulting in reduced purchases of our products; and • reductions in inventory levels held by channel partners and OEMs, which may be unrelated to purchasing trends by end customers.
We rely on effective management information systems for critical business operations, to support strategic business decisions and to maintain a competitive edge in the marketplace. We rely on our ERP systems to support critical business operations such as processing sales orders and invoicing, manufacturing, shipping, inventory control, purchasing and supply chain management, human resources and financial reporting.
We rely on effective management information systems for critical business operations, to support strategic business decisions and to maintain a competitive edge in the marketplace. We rely on our ERP system to support critical business operations such as processing sales orders and invoicing, manufacturing, shipping, inventory control, purchasing and supply chain management, human resources and financial reporting.
For example, we have not fully achieved the expected growth prospects associated with the ARRIS acquisition and that has had adverse effects on our financial condition, results of operations, cash flows and stock price. We may need to undertake additional restructuring actions in the future.
For example, we have not fully achieved the expected growth prospects associated with the ARRIS acquisition and that has had adverse effects on our financial condition, results of operations, cash flows and stock price. 22 We may need to undertake additional restructuring actions in the future.
We rely extensively on our management information technology systems and those of third parties to operate our business and store proprietary information about our products and intellectual property. Additionally, we and others acting on our behalf receive, process, store and transmit confidential data, including “personally identifiable information,” with respect to employees, vendors, customers and others.
We rely extensively on our information technology systems and those of third parties to operate our business and store proprietary information about our products and intellectual property. Additionally, we and others acting on our behalf receive, process, store and transmit confidential data, including “personally identifiable information,” with respect to employees, vendors, customers and others.
If additional tariffs or trade restrictions are implemented on our products (or on materials, parts or components we use to manufacture our products) by the U.S. or other countries, the cost of our products manufactured in China, Mexico or other countries and imported into the U.S. or other countries could increase further.
If additional tariffs or trade restrictions are implemented on our products (or on materials, parts or components we use to manufacture our products) by the U.S. or other countries, the cost of our products manufactured in Mexico and imported into the U.S. or other countries could increase further.
Similarly, a high-profile network failure may be caused by improper operation of the network or failure of a network component that we did not supply, but service providers may perceive that our products were implicated, which, even if incorrect, could harm our business, financial condition, results of operations and cash flows. 29 We depend on cloud computing infrastructure operated by third parties and any disruption in these operations could adversely affect our business.
Similarly, a high-profile network failure may be caused by improper operation of the network or failure of a network component that we did not supply, but service providers may perceive that our products were implicated, which, even if incorrect, could harm our business, financial condition, results of operations and cash flows. 24 We depend on cloud computing infrastructure operated by third parties and any disruption in these operations could adversely affect our business.
Other companies, including some of our largest competitors, hold intellectual property rights in our industry, and the intellectual property rights of others could inhibit our ability to introduce new products unless we secure necessary licenses on commercially reasonable terms. 34 In the past, we have initiated litigation in order to enforce patents issued or licensed to us or to determine the scope and/or validity of a third-party’s patent or other proprietary rights, and we may initiate similar litigation in the future.
Other companies, including some of our largest competitors, hold intellectual property rights in our industry, and the intellectual property rights of others could inhibit our ability to introduce new products unless we secure necessary licenses on commercially reasonable terms. 29 In the past, we have initiated litigation in order to enforce patents issued or licensed to us or to determine the scope and/or validity of a third-party’s patent or other proprietary rights, and we may initiate similar litigation in the future.
Our strategic alliances are generally based on business relationships that have not been the subject of written agreements expressly providing for the alliance to continue for a significant period of time, and the loss of any such strategic relationship could have a material adverse effect on our business and results of operations. 28 If our products do not effectively interoperate with cellular networks and mobile devices, future sales of our products could be negatively affected.
Our strategic alliances are generally based on business relationships that have not been the subject of written agreements expressly providing for the alliance to continue for a significant period of time, and the loss of any such strategic relationship could have a material adverse effect on our business and results of operations. 23 If our products do not effectively interoperate with cellular networks and mobile devices, future sales of our products could be negatively affected.
CommScope NEXT could result in changes to our business that may result in a number of risks and uncertainties, including the following: lost customers or reduced sales volumes if customers do not accept higher pricing, our new product offerings or if we discontinue or divest of product lines; higher one-time costs such as restructuring costs and transaction, transformation and integration costs; the loss of key management and other employees if we are not successful in getting employee buy-in for CommScope NEXT; and additional supply chain disruptions or higher costs of supplies if we do not successfully execute our projects related to direct and indirect procurement.
Our transformation initiative could result in changes to our business that may result in a number of risks and uncertainties, including the following: lost customers or reduced sales volumes if customers do not accept higher pricing, our new product offerings or if we discontinue or divest of product lines; higher one-time costs such as restructuring costs and transaction, transformation and integration costs; the loss of key management and other employees if we are not successful in getting employee buy-in for our transformation initiative; and additional supply chain disruptions or higher costs of supplies if we do not successfully execute our projects related to direct and indirect procurement.
If any of our competitors’ products or technologies were to become the industry standard, our business would be negatively affected. 20 The continued industry shift toward open standards may result in an increase in competition for our products that may adversely impact our future revenues and margins.
If any of our competitors’ products or technologies were to become the industry standard, our business would be negatively affected. 17 The continued industry shift toward open standards may result in an increase in competition for our products that may adversely impact our future revenues and margins.
Additional tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products. There is uncertainty about the future relationship between the U.S. and various other countries, most significantly China and Mexico, with respect to trade policies and tariffs.
Additional or new tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products. There is uncertainty about the future relationship between the U.S. and various other countries, most significantly Mexico, with respect to trade policies and tariffs.
In prior years, we have also undertaken a number of initiatives to support the integration of acquisitions, such as the 2019 acquisition of the ARRIS business and the 2015 acquisition of the BNS business. These initiatives also included the closure of manufacturing facilities, consolidation of distribution centers and other real estate and various other workforce reductions.
In prior years, we have also undertaken a number of initiatives to support the integration of acquisitions, such as the 2019 acquisition of the ARRIS business. These initiatives also included the closure of manufacturing facilities, consolidation of distribution centers and other real estate and various other workforce reductions.
We periodically realign manufacturing capacity among our global facilities and contract manufacturers in order to reduce costs by improving manufacturing efficiency and to strengthen our long-term competitive position. The implementation of these strategic initiatives may include significant shifts of production capacity among facilities and contract manufacturers.
We periodically realign manufacturing capacity among our manufacturing facility and contract manufacturers in order to reduce costs by improving manufacturing efficiency and to strengthen our long-term competitive position. The implementation of these strategic initiatives may include significant shifts of production capacity among facilities and contract manufacturers.
We employ a variety of security breach countermeasures and security controls designed to mitigate these risks, but we cannot guarantee that all breach attempts can be successfully thwarted by these measures as the sophistication of attacks increases.
We employ a variety of security controls and countermeasures designed to mitigate these risks, but we cannot guarantee that all attacks can be successfully thwarted by these measures as the sophistication of attacks increases.
Any or all of these factors could negatively affect demand for our products and our business, financial condition, results of operations and cash flows, and such effects could be material. 33 Our significant international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions.
Any or all of these factors could negatively affect demand for our products and our business, financial condition, results of operations and cash flows, and such effects could be material. 28 Our international operations expose us to increased challenges in complying with anti-corruption laws and regulations of the U.S. government and various other international jurisdictions.
In addition, defects in some of the hardware or software we develop and sell, including in our engineering or in their implementation by our customers, could result in unauthorized access to our customers’ and/or consumers’ networks.
In addition, vulnerabilities in some of the hardware or software we develop and sell, including in our engineering or in their implementation by our customers, could result in unauthorized access to our customers’ and/or consumers’ networks.
If our internal manufacturing operations or contract manufacturers suffer delays or disruptions in production or other operations for any reason, including financial instability of the contract manufacturer, labor disturbances or shortages, fires, electrical outages, cybersecurity incidents, pandemics/epidemics, severe weather events, natural disasters, geopolitical instability, acts of violence or terrorism, shipping interruptions including port distribution delays or interruptions, increased manufacturing lead times, capacity constraints or quality control problems in their manufacturing operations, failure to meet our future requirements for timely delivery or some other catastrophic event, our ability to manufacture products at our manufacturing or contract manufacturer facilities and ship products to our customers in a cost-effective and timely manner could be impaired, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If our internal manufacturing operations or contract manufacturers suffer delays or disruptions in production or other operations for any reason, including financial instability of the contract manufacturer, labor disturbances or shortages, fires, electrical outages, cybersecurity incidents, pandemics/epidemics, severe weather events, natural disasters, geopolitical instability, acts of violence or terrorism, shipping interruptions including port distribution delays or interruptions, increased manufacturing lead times, capacity constraints or quality control problems in their manufacturing operations, failure to meet our future requirements for timely delivery or some other catastrophic event, our ability to manufacture products at our manufacturing or contract manufacturer facilities and ship products to our customers in a cost-effective and timely manner could be impaired, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 20 Our contract manufacturers typically fulfill our supply requirements on the basis of individual orders.
For additional information, which is not incorporated by reference in this Annual Report on Form 10-K, see our Sustainability report on the CommScope website: https://www.commscope.com/corporate-responsibility-and-sustainability/ . 31 Labor-Related Risks Failure to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse effect on our business.
For additional information, which is not incorporated by reference in this Annual Report on Form 10-K, see our Sustainability report on our website: https://www.vistancenetworks.com/corporate-responsibility-and-sustainability/ . Labor-Related Risks Failure to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse effect on our business.
General Risks • Any future public health crisis could materially adversely affect our business, financial condition, results of operations and cash flows. • We do not intend to pay dividends on our common stock and, consequently, the ability of investors to achieve a return on their investment will depend on appreciation in the price of our common stock. 18 Competitive Risks Our business is dependent upon third-party capital spending for data, communication and entertainment equipment, and reductions in such capital spending could adversely affect our business.
General Risks • Any future public health crisis could materially adversely affect our business, financial condition, results of operations and cash flows. • We do not intend to pay regular dividends on our common stock and, consequently, the ability of investors to achieve a return on their investment in the ordinary course will depend on appreciation in the price of our common stock. 15 Competitive Risks Our business is dependent upon third-party capital spending for data, communication and entertainment equipment, and reductions in such capital spending could adversely affect our business.
Any change in the laws and policies of the U.S. or other countries affecting trade, including pursuant to policies of the new U.S. administration, is a risk to us.
Any change in the laws and policies of the U.S. or other countries affecting trade, including pursuant to policies of the current U.S. administration, is a risk to us.
The implementation of CommScope NEXT may take longer than anticipated, and once implemented, we may not realize, in full or in part, the anticipated benefits or such benefits may be realized more slowly than anticipated. Any failure to realize benefits could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price.
The implementation of our transformation initiative may take longer than anticipated, and once implemented, we may not realize, in full or in part, the anticipated benefits or such benefits may be realized more slowly than anticipated. Any failure to realize benefits could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price.
We have previously recognized restructuring charges in conjunction with the implementation of initiatives to reduce costs and improve the efficiency of our operations and to integrate acquisitions. For example, the CommScope NEXT actions to date have included the closure of a manufacturing facility, reduction in our real estate footprint, including the consolidation of distribution facilities, as well as workforce reductions.
We have previously recognized restructuring charges in conjunction with the implementation of initiatives to reduce costs and improve the efficiency of our operations and to integrate acquisitions. For example, our transformation initiative actions to date have included the closure of a manufacturing facility, reduction in our real estate footprint, including the consolidation of distribution facilities, as well as workforce reductions.
If AWS, GCE or Azure are unable to keep up with our needs for capacity, this could have an adverse effect on our business.
If AWS, GCP or Azure are unable to keep up with our needs for capacity, this could have an adverse effect on our business.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price. Our business strategy has historically relied, in part, on acquisitions to create growth. We may not fully realize anticipated benefits from past or future acquisitions or investments in other companies.
Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price. Our business strategy could rely, in part, on acquisitions to create growth. We may not fully realize anticipated benefits from past or future acquisitions or investments in other companies.
CommScope aligns with the Sustainability Accounting Standards Board (SASB) standards, Global Reporting Initiative (GRI) standards and makes use of the Carbon Disclosure Project (CDP) platform, which is committed to aligning with the Task Force on Climate Related Financial Disclosures (TCFD) recommendations to accurately assess, take potential proactive action and report as appropriate.
We align with the Sustainability Accounting Standards Board (SASB) standards, Global Reporting Initiative (GRI) standards and makes use of the Carbon Disclosure Project (CDP) platform, which is committed to aligning with the Task Force on Climate Related Financial Disclosures (TCFD) recommendations to accurately assess, take potential proactive action and report as appropriate.
Supply Chain Risks • We are dependent on certain raw materials and components linked to the commodity markets and utilize a limited number of key suppliers for logistics support of certain of these raw materials and components, subjecting us to cost volatility and supply shortages or delays that could limit our ability to manufacture products. • If our integrated global manufacturing operations, including our contract manufacturers, suffer capacity constraints or production or shipping delays, we may have difficulty meeting customer demand s .
Supply Chain Risks • We are dependent on certain raw materials and components linked to the commodity markets and utilize a limited number of key suppliers for logistics support of certain of these raw materials and components, subjecting us to cost volatility and supply shortages or delays that could limit our ability to manufacture products. • If our integrated global manufacturing operations, including our contract manufacturers, suffer capacity constraints or production or shipping delays, we may have difficulty meeting customer demand s . • We may experience supply chain disruptions due to climate‑related events.
Any such events could result in theft of personal information, trade secrets and intellectual property; give rise to legal proceedings; cause us to incur increased costs for insurance premiums, security, remediation and regulatory compliance; subject us to civil and criminal penalties; expose us to liabilities to our customers, employees, vendors, governmental authorities or other third parties; allow others to unfairly compete with us; disrupt our delivery of products and services; expose the confidential information of our clients and others; and have a negative impact on our reputation, all of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price.
Any such events could result in theft of personal information, trade secrets and intellectual property; give rise to legal proceedings or regulatory scrutiny; cause us to incur increased costs for insurance premiums, security, remediation and regulatory compliance; subject us to civil and criminal penalties (which criminal penalties may not be covered by our insurance policies); expose us to liabilities to our customers, employees, vendors, governmental authorities or other third parties; allow others to unfairly compete with us; disrupt our delivery of products and services; expose the confidential information of our customers and others; and have a negative impact on our reputation, all of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and stock price.
Difficulties may be encountered in the realignment of manufacturing capacity and capabilities among our global manufacturing facilities and our contract manufacturers that could adversely affect our ability to meet customer demand for our products.
Difficulties may be encountered in the realignment of manufacturing capacity and capabilities among our global manufacturing operations, including our contract manufacturers, that could adversely affect our ability to meet customer demand for our products.
We are dependent on certain raw materials and components linked to the commodity markets, and our profitability may be materially affected by changes in the market price. The principal raw materials and components we purchase are aluminum, copper, steel, bimetals, optical fiber, plastics and other polymers, capacitors, memory devices and silicon chips.
We are dependent on certain raw materials and components linked to the commodity markets, and our profitability may be materially affected by changes in the market price. The principal raw materials and components we purchase are aluminum, copper, steel, optical fiber, capacitors, memory devices and silicon chips.
We may, from time to time, seek to obtain alternative sources of financing, by borrowing additional amounts under our Revolving Credit Facility, issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs.
We may, from time to time, seek to obtain alternative sources of financing, by issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs.
As a result of the continued efforts related to CommScope NEXT, changes in business conditions and other developments, we may need to initiate additional restructuring actions that could result in workforce reductions and restructuring charges, which could adversely and materially affect our cash flows.
As a result of the continued efforts related to our transformation initiative, changes in business conditions and other developments, we may need to initiate additional restructuring actions that could result in workforce reductions and restructuring charges, which could adversely and materially affect our cash flows.
To better optimize our portfolio of products, we have recently divested the Home Networks segment, the OWN segment and the DAS business, and we may in the future decide to separate, discontinue or divest of other businesses or product lines that we believe are not core to CommScope’s business, or where we believe the separation, discontinuation or divestiture will be accretive to stakeholders.
To better optimize our portfolio of products, we have recently divested the CCS segment, the OWN segment and the DAS business unit, the OneCell business and the Home business, and we may in the future decide to separate, discontinue or divest of other businesses or product lines that we believe are not core to our business, or where we believe the separation, discontinuation or divestiture will be accretive to stakeholders.
If we are unable to maintain our management information systems, including our IT infrastructure, to support critical business operations, produce information for business decision-making activities and support digital customer experience activities, we could experience a material adverse impact on our business or an inability to timely and accurately report our financial results. 30 Cybersecurity incidents, including data security breaches, ransomware or computer viruses, could harm our business by exposing us to various liabilities, disrupting our delivery of products and services and damaging our reputation.
If we are unable to maintain our management information systems, including our IT infrastructure, to support critical business operations, produce information for business decision-making activities and support digital customer experience activities, we could experience a material adverse impact on our business or an inability to timely and accurately report our financial results. 25 Cybersecurity incidents, including data security breaches, ransomware or malware, could harm our business by exposing us to various liabilities and lost revenue, disrupting our delivery of products and services and damaging our reputation.
For certain of our service offerings, in particular our Wi-Fi-related cloud services, we rely on third parties to provide cloud computing infrastructure that offers storage capabilities, data processing and other services. We currently operate our cloud-dependent services using Amazon Web Service (AWS), Google Compute Engine (GCE) or Microsoft Azure (Azure).
For certain of our service offerings, in particular our Wi-Fi-related cloud services, we rely on third parties to provide cloud computing infrastructure that offers storage capabilities, data processing and other services. We currently operate our cloud-dependent services using Amazon Web Service (AWS), Google Cloud Platform (GCP) or Microsoft Azure (Azure).
Furthermore, our failure to obtain any necessary financing, amendment, refinancing, restructuring, exchange or repurchases could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity. We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts.
Furthermore, our failure to obtain any necessary financing could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity. We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts.
Furthermore, there are several major trends that we expect to continue to impact the enterprise market and product life cycles, including the shift to 5G, enterprise shifts toward mobility indoors and adjustments of in-building cabling designs to support Wi-Fi, more access points and in-building cellular applications.
Furthermore, there are several major trends that we expect to continue to impact the enterprise market and product life cycles, including the shift to 5G, enterprise shifts toward mobility indoors and adjustments of more access points and in-building cellular applications.
Our international sales, manufacturing, distribution and R&D operations are subject to the risks inherent in operating abroad, including, but not limited to, coordinating communications among and managing international operations; currency exchange rate fluctuations; economic and political destabilization, including the current risk with China-Taiwan relations, China-U.S. relations and Russia-U.S. relations; restrictive actions by foreign governments; price inflation; volatile interest rates; wage inflation; nationalization of businesses and expropriation of assets; the laws and policies of the U.S. and other countries affecting trade and tariffs, including additional tariffs implemented or proposed by the new administration (and counter tariffs from other countries that may be implemented in response): anti-bribery, foreign investment and loans; foreign tax laws, including the ability to recover amounts paid as value-added and similar taxes; potential restrictions on the repatriation of cash; reduced protection of intellectual property; longer customer payment cycles; compliance with local laws and regulations, including the imposition of new data privacy and climate change regulations; volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war; shipping interruptions, including shortages of containers or port congestion; major public health or safety concerns, such as pandemics and infectious diseases; natural or man-made disasters; inflexible labor contracts or labor laws in the event of business downturns; and economic boycott for doing business in certain countries.
To the extent international sales increase as a percentage of our net sales, our overall gross profit percentages may decline. 27 Our international sales and manufacturing operation are subject to the risks inherent in operating abroad, including, but not limited to, coordinating communications among and managing international operations; currency exchange rate fluctuations; economic and political destabilization; restrictive actions by foreign governments; price inflation; volatile interest rates; wage inflation; nationalization of businesses and expropriation of assets; the laws and policies of the U.S. and other countries affecting trade and tariffs, including additional tariffs implemented or proposed by the new administration (and counter tariffs from other countries that may be implemented in response): anti-bribery, foreign investment and loans; foreign tax laws, including the ability to recover amounts paid as value-added and similar taxes; potential restrictions on the repatriation of cash; reduced protection of intellectual property; longer customer payment cycles; compliance with local laws and regulations, including the imposition of new data privacy and climate change regulations; volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war; shipping interruptions, including shortages of containers or port congestion; major public health or safety concerns, such as pandemics and infectious diseases; natural or man-made disasters; inflexible labor contracts or labor laws in the event of business downturns; and economic boycott for doing business in certain countries.
Strategic Risks • The successful execution of our CommScope NEXT transformation plan is key to the long-term success of our business. • Difficulties may be encountered in the realignment of manufacturing capacity and capabilities among our global manufacturing facilities and our contract manufacturers that could adversely affect our ability to meet customer demand for our products. • The separation, discontinuance or divestiture of a business or product line is subject to various risks and uncertainties that could disrupt or adversely affect our business. • Our business strategy has historically relied, in part, on acquisitions to create growth.
Strategic Risks • The successful execution of our transformation plan is key to the long-term success of our business. • Difficulties may be encountered in the realignment of manufacturing capacity and capabilities among our global manufacturing operations, including our contract manufacturers, that could adversely affect our ability to meet customer demand for our products. • The separation, discontinuance or divestiture of a business or product line is subject to various risks and uncertainties that could disrupt or adversely affect our business. • Our business strategy could rely, in part, on acquisitions to create growth.
Over the last several years, we have been executing under a business transformation initiative called CommScope NEXT, designed to drive stakeholder value.
Over the last several years, we have been executing under a business transformation initiative designed to drive stakeholder value.
We experienced a decrease in customer capital spending in 2024, which negatively impacted our results of operations, and we may continue to experience significant fluctuations in sales and operating income due to the volatility in our industry.
We experienced a decrease in customer capital spending in 2024, which negatively impacted our results of operations, and while we experienced an increase in customer demand in 2025, we may continue to experience significant fluctuations in sales and operating income due to the volatility in our industry.
A variety of factors affect the timing and amount of capital spending in the communications industry, including: • general economic and market conditions, including increased costs due to rising inflation or interest rates; • customer-specific financial conditions or budget allocation decisions; • competitive pressures, including pricing pressures; • competing technologies; • timing and adoption of the global rollout of new technologies; • customer acceptance of new technologies and services offered; • foreign currency fluctuations; • seasonality of outdoor deployments; • rollout of government funding for certain initiatives; • changes in customer preferences or requirements; • availability and cost of capital; • governmental regulation; • demand for network services; • consumer demand for video content and pay TV services; • variability of shipments under large contracts; • industry consolidation; and • real or perceived trends or uncertainties in these factors.
A variety of factors affect the timing and amount of capital spending in the communications industry, including: • general economic and market conditions, including increased costs due to rising inflation or interest rates; • customer-specific financial conditions or budget allocation decisions; • competitive pressures, including pricing pressures; • competing technologies; • timing and adoption of the global rollout of new technologies; • customer acceptance of new technologies and services offered, including solutions that have little or no impact on the environment; • foreign currency fluctuations; • seasonality of outdoor deployments; • rollout of government funding for certain initiatives; • changes in customer preferences or requirements; • availability and cost of capital; • investor pressure and regulation, including compliance with social and environmental laws; • demand for network services; • consumer demand for video content and pay TV services; • variability of shipments under large contracts; • industry consolidation; and • real or perceived trends or uncertainties in these factors.
The new U.S. administration has implemented and/or proposed substantial changes to U.S. foreign trade policy with respect to China and other countries, including the possibility of imposing greater restrictions on international trade and significant increases in tariffs on goods imported into the U.S, but there remains uncertainty surrounding if and when all such changes may be implemented and the magnitude of any such changes.
The current U.S. administration has implemented and/or proposed substantial changes to U.S. foreign trade policy with respect to other countries, including imposing greater restrictions on international trade and significant increases in tariffs on goods imported into the U.S, but there remains uncertainty surrounding when all such changes may be implemented and the magnitude and duration of their impacts.
As of December 31, 2024, goodwill and identified intangible assets represented approximately 47% of our total assets. We are required to test goodwill for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment.
As of December 31, 2025, goodwill and identified intangible assets represented approximately 32% of our total assets (excluding assets held for sale). We are required to test goodwill for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment.
Although the Company maintains insurance coverage for certain types of losses, such insurance coverage may be insufficient to cover all losses that may arise. 32 A significant portion of our products sold in the U.S. are manufactured outside the U.S.
Although we maintain insurance coverage for certain types of losses, such insurance coverage may be insufficient to cover all losses that may arise. A portion of our products sold in the U.S. are manufactured outside the U.S.
Our customer base includes direct customers, original equipment manufacturers (OEMs) and channel partners, which include distributors, system integrators, value-added resellers and sales representatives. For the year ended December 31, 2024, we derived approximately 19% of our consolidated net sales from our top two direct customers.
Our customer base includes direct customers, original equipment manufacturers (OEMs) and channel partners, which include distributors, system integrators, value-added resellers, MSPs, service providers and sales representatives. For the year ended December 31, 2025, we derived approximately 35% of our consolidated net sales from our top customer.
In addition, we will continue to incur certain ongoing costs, which will be shared across a smaller company and which may exceed our estimates. 26 Whether or not a separation plan is completed, our businesses may face risks and uncertainties, including, but not limited to: the diversion of senior management’s attention from ongoing business concerns; maintaining employee morale and retaining key management and other employees; retaining existing business and operational relationships, including with customers, suppliers and employees, and attracting new business and operational relationships; foreseen and unforeseen costs and expenses; and potential negative reactions from the financial markets if we fail to complete a separation plan as expected, within the anticipated time frame, or at all.
Whether or not a separation plan is completed, our businesses may face risks and uncertainties, including, but not limited to: the diversion of senior management’s attention from ongoing business concerns; maintaining employee morale and retaining key management and other employees; retaining existing business and operational relationships, including with customers, suppliers and employees, and attracting new business and operational relationships; foreseen and unforeseen costs and expenses; and potential negative reactions from the financial markets if we fail to complete a separation plan as expected, within the anticipated time frame, or at all.
Many jurisdictions have also enacted or are enacting laws requiring companies to notify regulators or individuals of data security incidents involving certain types of personal data, including the rule issued by the Securities and Exchange Commission in the U.S. in 2023 that requires public disclosure of material security incidents.
Many jurisdictions have also enacted or are enacting laws requiring companies to notify regulators or individuals of data security incidents involving certain types of personal data, including the rule issued by the U.S. Securities and Exchange Commission in the U.S. that requires public disclosure of material security incidents. These mandatory disclosures regarding security incidents often lead to widespread negative publicity.
Compliance with these existing and proposed laws and regulations can be costly and require significant management time and attention, and failure to comply can result in negative publicity and subject us to inquiries or investigations, claims or other remedies, including fines or demands that we modify or cease existing business practices.
Inconsistencies in these laws can introduce complexity into our design, manufacturing and inventory management processes. 30 Compliance with these existing and proposed laws and regulations can be costly and require significant management time and attention, and failure to comply can result in negative publicity and subject us to inquiries or investigations, claims or other remedies, including fines or demands that we modify or cease existing business practices.
Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our data security measures, negatively impact our ability to attract or retain customers, or subject us to third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect our business and operating results.
Any security incident, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our data security measures, lead to lost revenue and/or increased expenses, negatively impact our ability to attract or retain customers, or subject us to third-party lawsuits, regulatory fines or other action or liability, which may not be covered by our insurance policies, and which could materially and adversely affect our business and operating results.
Our contract manufacturers typically fulfill our supply requirements on the basis of individual orders. In most cases, we do not have long-term contracts with our contract manufacturers that guarantee capacity, the continuation of particular pricing terms or the extension of credit limits.
In most cases, we do not have long-term contracts with our contract manufacturers that guarantee capacity, the continuation of particular pricing terms or the extension of credit limits.
Any outages or downtime of such third-party software, including due to defective updates, could have a material adverse impact on our business operations and results of operations.
Many of our systems rely on software and other products provided by third-parties. Any outages or downtime of such third-party software, including due to defective updates, could have a material adverse impact on our business operations and results of operations.
We have recognized substantial impairment charges related to goodwill, including $571.4 million in 2023 and $1,119.6 million in 2022. For the 2024 annual impairment test, we determined that the fair value of our reporting units exceeded the carrying value and that no impairment existed.
We have recognized substantial impairment charges related to goodwill, including $472.3 million in 2023. For the 2025 annual impairment test, we determined that the fair value of our reporting units exceeded the carrying value and that no impairment existed.
Where products we manufacture are considered in scope for some of these laws and regulations, compliance obligations or customer contracts may necessitate modification of existing product features and specifications or make inventory obsolete. Inconsistencies in these laws can introduce complexity into our design, manufacturing and inventory management processes.
Where products we manufacture are considered in scope for some of these laws and regulations, compliance obligations or customer contracts may necessitate modification of existing product features and specifications or make inventory obsolete.
We currently believe that our existing cash and cash equivalents, combined with availability under our asset-based revolving credit facility (Revolving Credit Facility), will be sufficient to meet our presently anticipated future cash needs for at least the next twelve months.
We currently believe that our existing cash and cash equivalents will be sufficient to meet our presently anticipated future cash needs for at least the next twelve months.
Any future significant compromise or breach of our data security, whether external or internal, or misuse of employee, vendor, customer, or Company data, could result in significant costs, lost sales, fines, lawsuits, lost customers and damage to our reputation.
Any future significant compromise or breach of our data security, whether external or internal, or misuse of employee, vendor, customer, or Company data, could result in significant costs, lost sales, fines (which fines may not be covered by the Company’s insurance policies), lawsuits or regulatory scrutiny, lost customers and damage to our reputation.
If we are unable to comply with such policies or meet the requirements of our customers and investors, it may impact the demand for our products, negatively impact our stock price or expose us to potential litigation.
An increasing number of investors are also pushing companies to disclose corporate social and environmental policies, practices and metrics. If we are unable to comply with such policies or meet the requirements of our customers and investors, it may impact the demand for our products, negatively impact our stock price or expose us to potential litigation.
In the future, we may again determine that one or more of our long-lived assets is impaired and additional impairment charges may be recognized that could have a material adverse effect on our financial condition and results of operations. The IRS may not agree ARRIS was a foreign corporation for U.S. federal income tax purposes.
In the future, we may again determine that one or more of our long-lived assets is impaired and additional impairment charges may be recognized that could have a material adverse effect on our financial condition and results of operations.
In the event manufacturing realignment initiatives are not successfully implemented, we could experience lost future sales and increased operating costs, as well as customer relations problems, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In the event manufacturing realignment initiatives are not successfully implemented, we could experience lost future sales and increased operating costs, as well as customer relations problems, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 21 The separation, discontinuance or divestiture of a business or product line is subject to various risks and uncertainties that could disrupt or adversely affect our business.
Changes in government programs in our industry or uncertainty regarding future changes could adversely impact our customers’ decisions regarding capital spending, which could decrease demand for our products and could materially and adversely affect our business, financial condition, results of operations, cash flows and stock price. 21 Financial Risks We may be required to obtain additional financing in the future to address our liquidity needs, and subject to market conditions, we may seek to amend, refinance, restructure or repurchase our outstanding indebtedness and/or raise additional equity financing.
Changes in government programs in our industry or uncertainty regarding future changes could adversely impact our customers’ decisions regarding capital spending, which could decrease demand for our products and could materially and adversely affect our business, financial condition, results of operations, cash flows and stock price. 18 Financial Risks We may be required to obtain financing in the future.
The extent to which any future public health crisis impacts our operations and those of our customers and suppliers will depend on the scope, severity, duration and spread of the health crisis, the actions taken to contain it or mitigate its impact, and the direct and indirect economic effects of the crisis and containment measures, among others, all of which are uncertain and cannot be predicted with confidence. 37 We do not intend to pay dividends on our common stock and, consequently, the ability of investors to achieve a return on their investment will depend on appreciation in the price of our common stock.
The extent to which any future public health crisis impacts our operations and those of our customers and suppliers will depend on the scope, severity, duration and spread of the health crisis, the actions taken to contain it or mitigate its impact, and the direct and indirect economic effects of the crisis and containment measures, among others, all of which are uncertain and cannot be predicted with confidence.
We currently intend to invest our future earnings, if any, to reduce our debt and fund our growth. The success of an investment in our common stock will largely depend upon future appreciation in value, and there can be no guarantee that our common stock will appreciate in value. ITEM 1B. UNRESOLV ED STAFF COMMENTS None.
The success of an investment in our common stock will largely depend upon future appreciation in value, and there can be no guarantee that our common stock will appreciate in value. 32 ITEM 1B. UNRESOLV ED STAFF COMMENTS None.
Prices for aluminum, copper, steel, silicon, fluoropolymers and certain other polymers have experienced significant volatility in the past as a result of changes in the levels of global demand, supply disruptions, including port, transportation and distribution delays or interruptions, and other factors.
Prices for aluminum, copper, steel, silicon and memory have experienced significant volatility in the past 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, in the past we saw significant increases in costs that negatively impacted our results of operations.
Despite the security controls we have put in place since that incident, our facilities, systems and procedures, and those of our third-party service providers, are still at risk of security breaches, acts of vandalism, ransomware, software viruses, misplaced or lost data, programming and/or human errors or other similar events.
Despite the security controls we have put in place, our facilities, systems and procedures, and those of our third-party service providers, are still at risk of security breaches, acts of vandalism, malware, ransomware, software viruses, misplaced or lost data, programming and/or human errors, phishing attempts, brute force attacks, exploiting software vulnerabilities (including “zero-day attacks”), supply chain attacks or other similar events.
As a result, in the past we saw significant increases in costs that negatively impacted our results of operations. We adjusted our prices for most of our products, but if we see significant increases in costs again, we may have to adjust prices in the future.
We adjusted our prices for most of our products, but if we see significant increases in costs again, we may have to adjust prices in the future.
Increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
Increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations.
Coming out of the COVID-19 pandemic, we saw shortages in supply of memory devices, capacitors and silicon chips that negatively impacted our ability to deliver on a timely basis and increased our product costs, which unfavorably impacted our results of operations, financial condition and cash flows and increased our risk of excess and obsolescence component inventory. 24 Our key suppliers have experienced in the past, and could experience in the future, production, operational or financial difficulties, or there may be global shortages and pricing inflation of certain raw materials or components we use.
Coming out of the COVID-19 pandemic, we saw shortages in supply of memory devices, capacitors and silicon chips that negatively impacted our ability to deliver on a timely basis and increased our product costs, which unfavorably impacted our results of operations, financial condition and cash flows and increased our risk of excess and obsolescence component inventory.
Failure to maintain an adequate digital platform or to make additional investment in our digital platform to support e-commerce activities and improve our customer experience could have a material adverse impact on our business through lost sales opportunities. Many of our systems rely on software and other products provided by third-parties.
We also rely on management information systems to produce information for business decision-making and planning and to support digital platforms. Failure to maintain an adequate digital platform or to make additional investment in our digital platform to support e-commerce activities and improve our customer experience could have a material adverse impact on our business through lost sales opportunities.
Climate change may have a long-term impact on our business. There are inherent climate change risks wherever business is conducted. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic areas in which we operate.
There are inherent climate change risks wherever business is conducted. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures.
These cost increases could adversely affect the demand for our products and/or reduce margins, which could have a material adverse effect on our business and our earnings. In addition, a significant percentage of our component parts are manufactured in China and other Southeast Asian countries.
These cost increases could adversely affect the demand for our products and/or reduce margins, which could have a material adverse effect on our business and our earnings.
Upgrades and integrations of new software or systems have risks and any future upgrades or integrations could disrupt our operations, divert management’s attention and have an adverse effect on our capital resources, financial condition, results of operations or cash flows. We also rely on management information systems to produce information for business decision-making and planning and to support digital platforms.
Upgrades, integrations or separations of software or systems have risks and any future upgrades, integrations or separations could disrupt our operations, divert management’s attention and have an adverse effect on our capital resources, financial condition, results of operations or cash flows.
For the year ended December 31, 2024, international sales represented 34% of our consolidated net sales. In general, our international sales have lower gross profit percentages than our domestic sales. To the extent international sales increase as a percentage of our net sales, our overall gross profit percentages may decline.
For the year ended December 31, 2025, international sales represented 28.5% of our consolidated net sales. In general, our international sales have lower gross profit percentages than our domestic sales.
For example, the California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, subjects us to stricter obligations, greater fines and more private causes of action related to data security. The California Privacy Rights Act (CPRA), which is effective in 2023, amends and further expands the CCPA. Virginia, Connecticut, Utah and Colorado enacted similar laws in 2023.
For example, the California Consumer Privacy Act (CCPA), which went into effect on January 1, 2020, subjects us to stricter obligations, greater fines and more private causes of action related to data security. There are now approximately 20 states that have enacted comprehensive data privacy laws.
We do not intend to declare and pay dividends on our common stock for the foreseeable future. The payment of future dividends will be at the discretion of our Board; however, the indentures and the credit agreements governing our indebtedness place limitations on our ability to pay dividends.
However, we do not intend to declare and pay any other dividends, including any regular dividends, on our common stock for the foreseeable future. The payment of future dividends will be at the discretion of our Board. We currently intend to invest our future earnings, if any, to fund our growth.
We also utilize a limited number of key suppliers for logistics support of certain of our raw material and component purchases, including certain semiconductors, memory and chip capacitors, polymers, copper rod, copper and aluminum tapes, fine aluminum wire, steel wire, optical fiber, circuit boards and other electronic components, subassemblies and modules.
Conversely, in an environment of falling commodities prices, we may be unable to sell higher-cost inventory before implementing price decreases, which could have a material adverse impact on our business, financial condition and results of operations. 19 We also utilize a limited number of key suppliers for logistics support of certain of our raw material and component purchases, including certain semiconductors, memory devices and chip capacitors, polymers, copper rod, copper and aluminum tapes, fine aluminum wire, steel wire, optical fiber, circuit boards and other electronic components, subassemblies and modules.
Some of our manufacturing and contract manufacturing facilities rely on aging production equipment and information technology infrastructure, and if we fail or our contract manufacturers fail to properly maintain or update this equipment, it could affect our ability to manufacture or ship products. 25 Strategic Risks The successful execution of our CommScope NEXT transformation plan is key to the long-term success of our business.
Some of our manufacturing and contract manufacturing facilities rely on aging production equipment and information technology infrastructure, and if we fail or our contract manufacturers fail to properly maintain or update this equipment, it could affect our ability to manufacture or ship products. We may experience supply chain disruptions due to climate-related events.
These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production levels and financial performance of our operations.
These impacts may adversely impact the cost, production levels and financial performance of our operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn the event of a significant cybersecurity incident, we have a detailed Cybersecurity Incident Response Plan (CIRP) in place for informing key stakeholders, ensuring events are properly escalated and for contacting authorities.
Biggest changeOur procurement and information security teams have a shared process to review the cybersecurity risk of many third parties we do business with, including assessments relevant to cybersecurity risk during onboarding, requiring certain contractual information security requirements and controls, and investigating third-party cybersecurity incidents as appropriate. 33 In the event of a significant cybersecurity incident, we have a detailed Cybersecurity Incident Response Plan (CIRP) in place for informing key stakeholders, ensuring events are properly escalated and for contacting authorities.
Our incident response plan is regularly validated and assessed to consider the types of decisions that would need to be made in the event of a cybersecurity incident. 39
Our incident response plan is regularly validated and assessed to consider the types of decisions that would need to be made in the event of a cybersecurity incident.
CommScope has implemented a cybersecurity program that is dedicated to protecting our business processes, technology assets and sensitive information entrusted to us by our customers, suppliers, employees and other stakeholders.
We have implemented a cybersecurity program that is dedicated to protecting our business processes, technology assets and sensitive information entrusted to us by our customers, suppliers, employees and other stakeholders.
ITEM 1C. CYBERSECURITY Like many large, global companies, CommScope relies heavily on digital technology to conduct operations and engage with our customers and business partners. As our engagements become more complex and interdependent, threats from security incidents like ransomware and data breaches increase.
ITEM 1C. CYBERSECURITY Like many large, global companies, we rely heavily on digital technology to conduct operations and engage with our customers and business partners. As our engagements become more complex and interdependent, threats from security incidents like ransomware and data incidents may increase.
We can provide no assurance that there will not be incidents in the future or that any such incidents will not materially affect us, including our business strategy, results of operations or financial condition. For additional information regarding the risks associated with cybersecurity incidents, see Item 1A. “Risk Factors.” CommScope’s commitment to cybersecurity begins in the boardroom.
We can provide no assurance that there will not be incidents in the future or that any such incidents will not materially affect us, including our business strategy, results of operations or financial condition. For additional information regarding the risks associated with cybersecurity incidents, see Item 1A.
The Audit Committee is responsible for oversight of cybersecurity and is actively engaged with our Chief Information Officer (CIO) and Chief Information Security Officer (CISO) at least quarterly, in addition to ad-hoc discussions and our periodic cyber crisis management tabletop exercises. Our CIO and CISO also present on cybersecurity to our full Board at least annually.
The Audit Committee is responsible for oversight of cybersecurity and is actively engaged with our Chief Information Officer (CIO) and Chief Information Security Officer (CISO) at least quarterly, in addition to ad-hoc discussions, and our periodic cyber crisis tabletop exercises with participation from the Audit Committee and management .
The commitment extends through our executive leadership team (ELT), who engage continually to review our cybersecurity strategy, planning and execution. At CommScope, cybersecurity risk is part of our cross-functional Enterprise Risk Management (ERM) program because of the potential for negative impacts of an incident across our business.
Our CIO and CISO also present on cybersecurity to our full Board at least annually. The commitment extends through our executive leadership team (ELT), who engage continually to review our cybersecurity strategy, planning and execution. Cybersecurity risk is part of our cross-functional ERM program because of the potential for negative impacts of an incident across our business.
Our CISO has over twenty years of technology and security experience and has spent more than fifteen years leading cybersecurity functions.
Our CISO has over twenty years of technology and security experience and has spent more than fifteen years leading cybersecurity functions. He is also a Certified Information Systems Security Professional (CISSP).
We use industry-leading security tools, regularly update our technology roadmaps, conduct tabletop exercises and mandate cybersecurity awareness and training for all employees. We not only focus on cybersecurity threats directly facing CommScope but also those that might affect us through one of the many third parties we do business with, including suppliers and customers.
We not only focus on cybersecurity threats directly facing us but also those that might affect us through one of the many third parties we do business with, including suppliers and customers.
He is also a Certified Information Systems Security Professional (CISSP). 38 Our CISO leads an in-house information security team responsible for cybersecurity risk and threat evaluation ; the writing of relevant policies, control standards, and technical requirements; and the oversight and operation of security controls.
Our CISO leads an in-house information security team responsible for cybersecurity risk and threat evaluation ; the writing of relevant policies, control standards, and technical requirements; and the oversight and operation of security controls. The information security team monitors for potential incidents via a global team operating 24 x 7 x 365 in a “follow the sun” model.
The Security Operations team monitors for potential incidents via a global team operating 24 x 7 x 365 in a “follow the sun” model. We also engage outside experts where a third-party opinion or subject matter expertise provides specific value, such as with penetration testing.
We also engage outside experts where a third-party opinion or subject matter expertise provides specific value, such as with penetration testing. We use industry-leading security tools, regularly update our technology roadmaps, conduct tabletop exercises and mandate cybersecurity awareness and training for all employees.
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Our procurement and security teams have a shared process to review the cybersecurity risk of our suppliers, performing an assessment during onboarding, requiring them to sign up for contractual security requirements, emplacing security controls and investigating third-party incidents as appropriate.
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“Risk Factors.” The Company’s Board of Directors is responsible for overseeing the risks associated with cybersecurity threats.
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There are many ways that CommScope might initially learn of a cybersecurity incident, and these potential incidents are escalated, according to decision criteria, to a core team of internal stakeholders comprised of leaders from our information security, legal, business and finance organizations.
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The core team directs the initial fact-finding and response efforts, and based on their qualitative and quantitative review, may escalate the incident to CommScope’s ELT. The ELT then makes the decision on escalation to the Audit Committee or Board based on the team’s assessment of materiality .

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe that our facilities are suitable and adequate for our business and are being appropriately utilized for their intended purposes. Utilization of our facilities varies based on demand for the related products.
Biggest changeWe believe that our facilities are suitable and adequate for our business and is being appropriately utilized for its intended purposes. Our factory and machinery and equipment are generally in good operating condition, are reasonably maintained and in regular use.
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ITEM 2. PROPERTIES Our fixed assets include factories and warehouses and a substantial quantity of machinery and equipment. Our factories, warehouses and machinery and equipment are generally in good operating condition, are reasonably maintained and substantially all of our facilities are in regular use.
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ITEM 2. PROPERTIES As of December 31, 2025, our headquarters is located in Richardson, Texas. Excluding the properties related to our discontinued operations, we operate primarily in various owned and leased offices, most of which also include a R&D laboratory, and are located in the U.S., Ireland, Mexico, China, India and Taiwan.
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As of December 31, 2024, excluding the properties related to the sale of the OWN segment and DAS business unit, we operated approximately 19 manufacturing facilities with approximately 3.6 million square feet, of which approximately 0.8 million square feet were leased.
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In addition, we maintain two designated R&D facilities located in Mexico and China. We also operate in a leased manufacturing facility located in Mexico which consists of approximately 128,000 square feet, as well as a warehouse located in Ireland, both of which are related to our Aurora segment.
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Manufacturing facilities located in the U.S. had approximately 1.5 million square feet, of which approximately 0.1 million square feet were leased. Manufacturing facilities located outside the U.S. had approximately 2.1 million square feet, of which approximately 0.7 million square feet were leased.
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The square footage by segment related to these manufacturing facilities was approximately 3.3 million square feet, 0.2 million square feet and 0.1 million square feet for the CCS segment, NICS segment and ANS segment, respectively, as of December 31, 2024.
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We regularly review our anticipated requirements for facilities and, based on that review, may from time to time acquire or lease additional facilities and/or dispose of existing facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThese claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages or royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers.
Biggest changeThese claims and assertions, whether against us directly or against our customers, could require us to pay damages or royalties, stop offering the relevant products and/or cease other activities. We may also be called upon to indemnify certain customers for costs related to products sold to such customers.
From time to time, the Company may also be involved as a plaintiff involving intellectual property claims. Gain contingencies, if any, are recognized when they are realized. The Company is also either a plaintiff or a defendant in certain other pending legal matters in the normal course of business.
From time to time, we may also be involved as a plaintiff involving intellectual property claims. Gain contingencies, if any, are recognized when they are realized. We are also either a plaintiff or a defendant in certain other pending legal matters in the normal course of business.
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.
Compliance with current laws and regulations has not had, and is not expected to have, a materially adverse effect on our financial condition or results of operations.
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. 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.
Management believes none of these pending legal matters will have a material adverse effect on our business or financial condition upon final disposition. In addition, we are subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials.
ITEM 3. 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.
ITEM 3. LEGAL PROCEEDINGS W e are a party to certain intellectual property claims and also periodically receive notices asserting that our products infringe on another party’s patents and other intellectual property rights.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our common stock is traded on the Nasdaq Global Select Market under the symbol “COMM.” As of February 12, 2025, all of our outstanding shares of common stock are held by one stockholder of record, Cede & Co., as nominee for the Depository Trust Company.
Biggest changeAs of February 12, 2026, all of our outstanding shares of common stock are held by one stockholder of record, Cede & Co., as nominee for the Depository Trust Company.
Issuer Purchases of Equity Securities The following table summarizes the stock purchase activity for the three months ended December 31, 2024: 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 October 1, 2024 - October 31, 2024 2,515 $ 6.14 — $ — November 1, 2024 - November 30, 2024 1,054 $ 6.79 — $ — December 1, 2024 - December 31, 2024 7,219 $ 5.12 — $ — Total 10,788 $ 5.52 — 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. 41 Stock Performance Graph The following graph compares cumulative total return on $100 invested on December 31, 2019 in each of CommScope’s Common Stock, the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Standard & Poor’s 1500 Communications Equipment Index (S&P 1500 Communications Equipment).
Issuer Purchases of Equity Securities The following table summarizes the stock purchase activity for the three months ended December 31, 2025: 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 October 1, 2025 - October 31, 2025 6,665 $ 15.86 — $ — November 1, 2025 - November 30, 2025 1,057 $ 17.30 — $ — December 1, 2025 - December 31, 2025 1,116,956 $ 17.85 — $ — Total 1,124,678 $ 17.84 — (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. 35 Stock Performance Graph The following graph compares cumulative total return on $100 invested on December 31, 2020 in each of our Common Stock, the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Standard & Poor’s 1500 Communications Equipment Index (S&P 1500 Communications Equipment).
The return of the Standard & Poor’s indices is calculated assuming reinvestment of dividends. CommScope has not paid any dividends on its common stock over this period.
The return of the Standard & Poor’s indices is calculated assuming reinvestment of dividends. We have not paid any dividends on our common stock over this period. We announced our intent to pay a one-time special dividend of no less than $10 per share to stockholders, which we currently expect to pay in the first half of 2026.
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Base INDEXED RETURNS Period Period Ending Company / Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 CommScope Holding Company, Inc. 100 94.43 77.80 51.80 19.87 36.72 S&P 500 Index 100 118.40 152.39 124.79 157.59 197.02 S&P 1500 Communications Equipment Index 100 123.36 149.67 90.31 139.34 194.49
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders In connection with the sale of the CCS segment that was completed subsequent to fiscal year end on January 9, 2026, our common stock continues to trade on the Nasdaq Global Select Market, but effective as of January 14, 2026, it trades under the ticker symbol “VISN.” For further discussion of the sale of the CCS segment, see Note 19 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Added
However, we do not intend to declare and pay any other dividends, including any regular dividends, on our common stock for the foreseeable future.
Added
Base INDEXED RETURNS Period Period Ending Company / Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Vistance Networks, Inc. 100 82.39 54.85 21.04 38.88 135.30 S&P 500 Index 100 128.71 105.40 133.10 166.40 196.16 S&P 1500 Communications Equipment Index 100 121.33 73.21 112.95 157.66 210.09

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConnectivity and Cable Solutions Segment Year Ended December 31, 2024 2023 2022 (in millions) Operating income $ 466.1 $ 132.8 $ 453.5 Adjustments: Amortization of purchased intangible assets 72.3 75.5 99.5 Restructuring costs, net 1.2 13.8 17.0 Equity-based compensation 10.1 15.0 14.2 Asset impairments — 99.1 — Transaction, transformation and integration costs 15.6 1.7 10.6 Patent claims and litigation settlements (1.0 ) — 1.7 Recovery of Russian accounts receivable — (2.0 ) 2.7 Cyber incident costs — 2.6 — Depreciation 54.8 60.2 57.9 Adjusted EBITDA $ 619.1 $ 398.9 $ 657.1 Networking, Intelligent Cellular and Security Solutions Segment Year Ended December 31, 2024 2023 2022 (in millions) Operating income (loss) $ (44.7 ) $ 57.6 $ (70.6 ) Adjustments: Amortization of purchased intangible assets 50.7 50.7 51.0 Restructuring costs, net 3.1 7.7 6.4 Equity-based compensation 6.8 9.1 10.4 Transaction, transformation and integration costs 10.1 6.9 2.1 Acquisition accounting adjustments — 1.2 2.0 Patent claims and litigation settlements — (3.5 ) — Cyber incident costs — 0.7 — Depreciation 6.8 9.7 11.5 Adjusted EBITDA $ 32.8 $ 139.9 $ 12.8 56 Access Network Solutions Segment Year Ended December 31, 2024 2023 2022 (in millions) Operating loss $ (80.9 ) $ (476.0 ) $ (1,164.8 ) Adjustments: Amortization of purchased intangible assets 110.8 173.9 247.2 Restructuring costs (credits), net 31.8 (6.0 ) 12.2 Equity-based compensation 7.2 11.5 16.4 Asset impairments — 472.3 1,119.6 Transaction, transformation and integration costs 17.5 17.3 14.0 Acquisition accounting adjustments — 0.2 3.3 Cyber incident costs — 1.0 — Depreciation 18.1 23.3 23.6 Adjusted EBITDA $ 104.5 $ 217.6 $ 271.7 Note: Components may not sum to total due to rounding.
Biggest changeAurora Year Ended December 31, 2025 2024 2023 (in millions) Operating income (loss) $ 123.7 $ (80.8 ) $ (477.1 ) Adjustments: Amortization of purchased intangible assets 89.1 110.8 173.9 Restructuring costs (credits), net 11.0 32.7 (6.0 ) Equity-based compensation 10.1 7.2 11.5 Asset impairments — — 472.3 Transaction, transformation and integration costs 3.7 17.5 17.3 Acquisition accounting adjustments — — 0.2 Cyber incident costs — — 1.0 Depreciation 14.3 18.5 23.4 Adjusted EBITDA $ 251.9 $ 106.0 $ 216.7 Note: Components may not sum to total due to rounding. 49 CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) in the United States (U.S.).
Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain additional financings) that are not favorable to us, and any such additional equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings.
Any debt we incur in the future may have terms (including cash interest rate, financial covenants and covenants limiting our operating flexibility or ability to obtain financings) that are not favorable to us, and any such equity financing may dilute the economic and/or voting interests of our existing stockholders, may be preferred in right of payment to our outstanding common stock or confer other privileges to the holders and may contain financial or operational covenants that restrict our operating flexibility or ability to obtain additional financings.
Furthermore, our failure to obtain any necessary financing, amendment, refinancing, restructuring, exchange or repurchases could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity. We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts.
Furthermore, our failure to obtain any necessary financing, or any future amendment, refinancing, restructuring, exchange or repurchases could have a material and adverse effect on our results of operations, cash flows, financial condition and liquidity. We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts.
For further discussion of the discontinued operations related to our OWN segment, DAS business unit and Home business, see Note 4 in the Notes to Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K.
For further discussion of the discontinued operations related to our CCS segment, OWN segment, DAS business unit and Home business, see Note 4 in the Notes to Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K.
However, we may be required to obtain additional financing in the future to address our liquidity needs, and, subject to market conditions, we may from time to time seek to amend, refinance, restructure, exchange or repurchase our outstanding indebtedness and/or raise additional equity or other financing.
However, we may be required to obtain financing in the future to address our liquidity needs, and, subject to market conditions, we may from time to time seek to amend, refinance, restructure, exchange or repurchase our outstanding indebtedness and/or raise equity or other financing.
If the forecasted net cash flows are less than the carrying value, then the asset is written down to its estimated fair value. Other than certain assets impaired as a result of restructuring actions, we did not identify any impairments of definite-lived intangible assets or other long-lived assets in 2024.
If the forecasted net cash flows are less than the carrying value, then the asset is written down to its estimated fair value. Other than certain assets impaired as a result of restructuring actions, we did not identify any impairments of definite-lived intangible assets or other long-lived assets in 2025.
Considering the low headroom going forward for the ANS reporting unit, there is a risk for future impairment in the event of further declines in general economic, market or business conditions or any significant unfavorable change in the forecasted cash flows, weighted average cost of capital or growth rates.
Considering the low headroom going forward for the Aurora reporting unit, there is a risk for future impairment in the event of further declines in general economic, market or business conditions or any significant unfavorable change in the forecasted cash flows, weighted average cost of capital or growth rates.
(2) The corporate and other line item above reflects general corporate costs that were previously allocated to the OWN segment, DAS business unit and Home segment. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations.
(2) The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the OWN segment and DAS business unit. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations.
Our continuing operations results include general corporate costs that were previously allocated to the OWN segment, DAS business unit and Home segment. These indirect costs, reflected on the corporate and other line item within our segment information below, are classified as continuing operations, since they were not directly attributable to these discontinued operations.
Our continuing operations results include general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. These indirect costs, reflected on the corporate and other line item within our segment information below, are classified as continuing operations, since the costs were not directly attributable to these discontinued operations.
If the implied control premium is not reasonable, we will reevaluate the fair value estimates of the reporting units by adjusting the discount rates and/or other assumptions. 2024 Interim and Annual Goodwill Analysis Interim Test 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.
If the implied control premium is not reasonable, we will reevaluate the fair value estimates of the reporting units by adjusting the discount rates and/or other assumptions. 50 2025 Annual Goodwill Analysis Annual Test 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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2024 compared with the year ended December 31, 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations is for the year ended December 31, 2025 compared with the year ended December 31, 2024.
For a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2023 compared to December 31, 2022, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 29, 2024.
For a discussion and analysis of our financial condition and results of operations for the year ended December 31, 2024 compared to December 31, 2023, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 26, 2025.
We may, from time to time, seek to obtain alternative sources of financing, by borrowing additional amounts under our Revolving Credit Facility, issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs.
We may, from time to time, seek to obtain alternative sources of financing, by issuing debt or equity securities or incurring other indebtedness, if market conditions are favorable, utilizing trade credit, selling assets (including businesses or business lines) or securitizing receivables to meet future cash needs or to reduce our borrowing costs.
Beginning in the first quarter of 2024, these costs related to the Home segment have been reallocated to our remaining segments. These costs related to the OWN segment and DAS business unit will be reallocated to our remaining segments beginning in the first quarter of 2025. See “Segment Results” section below for the aggregation of our Core financial measures.
Beginning in the first quarter of 2025, these costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments. These costs related to the CCS segment will be reallocated to our remaining segments beginning in the first quarter of 2026. See “Segment Results” section below for the aggregation of our Core financial measures.
Additionally, below we refer to certain supplementary Core financial measures, which reflect the results of the CCS, NICS excluding DAS, and ANS segments, in the aggregate, and exclude general corporate costs that were previously allocated to the OWN segment, DAS business unit and Home segment, since these costs were not directly attributable to the discontinued operations.
Additionally, below we refer to certain supplementary Core financial measures, which reflect the results of the RUCKUS and Aurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to the discontinued operations.
In connection with the refinancing transactions, we paid approximately $59.4 million of original issuance discount and $33.1 million of debt issuance costs. In 2024, we paid quarterly scheduled amortization payments totaling $24.0 million on the 2026 Term Loan prior to the refinancing.
In connection with the refinancing transactions, we paid approximately $59.4 million of original issuance discount and $33.1 million of debt issuance costs. We also paid the quarterly scheduled amortization payments totaling $24.0 million on our 2026 Term Loan.
For the year ended December 31, 2024, our non-GAAP pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was $717.6 million, which included annualized savings expected from cost reduction initiatives of $17.4 million so that the impact of cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios.
For the year ended December 31, 2025, our non-GAAP pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was $300.8 million, which included annualized savings expected from cost reduction initiatives of $8.8 million so that the impact of cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios.
Asset Impairment Reviews Impairment Reviews of Goodwill We test goodwill at the reporting unit level for impairment annually as of October 1 and on an interim basis when events occur or circumstances exist that indicate the carrying value may no longer be recoverable. We compare the fair value of our reporting units with the carrying amount, including goodwill.
Asset Impairment Reviews Impairment Reviews of Goodwill We test goodwill at the reporting unit level for impairment annually as of October 1 and on an interim basis when events occur or circumstances exist that indicate the carrying value may no longer be recoverable.
Under these agreements, we are able to sell 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 2024 reflected the net loss for the year. 52 Cash Flow Overview The cash flows related to discontinued operations have not been segregated.
Under these agreements, we are able to sell accounts receivable to a bank, and we retain no interest in and have no servicing responsibilities for the accounts receivable sold. The net increase in total capitalization during 2025 reflected the net income for the year. 45 Cash Flow Overview The cash flows related to discontinued operations have not been segregated.
Key Assumptions Goodwill Excess of Fair Value to Carrying Value (dollars in millions) Reporting Unit Discount Rate Terminal Growth Rate Balance as of December 31, 2024 % of Total Assets Result of Interim Goodwill Test as of October 1, 2024 Decrease of 10% in Cash Flows Decrease of 0.5% in Long-term Growth Rate Increase of 0.5% in Discount Rate ANS 12.5 % 1.0 % $ 266.0 3.0 % $ 119.9 $ 7.1 $ 97.5 $ 67.9 Definite-Lived Intangible Assets and Other Long-Lived Assets Management reviews definite-lived intangible assets and other long-lived assets for impairment when events or changes in circumstances indicate that their carrying values may not be fully recoverable.
Key Assumptions Goodwill Excess of Fair Value to Carrying Value (dollars in millions) Reporting Unit Discount Rate Terminal Growth Rate Balance as of December 31, 2025 % of Total Assets Result of Interim Goodwill Test as of October 1, 2025 Decrease of 10% in Cash Flows Decrease of 0.5% in Long-term Growth Rate Increase of 0.5% in Discount Rate Aurora 13.0 % 1.0 % $ 268.7 3.0 % $ 134.4 $ 9.0 $ 111.3 $ 78.5 Definite-Lived Intangible Assets and Other Long-Lived Assets Management reviews definite-lived intangible assets and other long-lived assets for impairment when events or changes in circumstances indicate that their carrying values may not be fully recoverable.
Net sales to customers located outside of the U.S. comprised 34.3% of total net sales for 2024 compared to 34.1% for 2023. Foreign exchange rate changes did not have a material impact on our net sales during 2024.
Net sales to customers located outside of the U.S. comprised 28.5% of total net sales for 2025 compared to 33.3% for 2024. Foreign exchange rate changes did not have a material impact on our net sales during 2025.
We used the net proceeds, together with cash on hand and $200.0 million of borrowings under our asset-based revolving credit facility (Revolving Credit Facility) , to refinance in full the Company’s existing 2026 Term Loan and redeem all of the approximately $1,274.6 million in outstanding aggregate principal amount of our 2025 Notes.
We used the net proceeds, together with cash on hand and $200.0 million of borrowings under our Revolving Credit Facility, to refinance the outstanding $3,064.0 million of our then-existing senior secured term loan facility due April 2026 (2026 Term Loan) and redeem all of the approximately $1,274.6 million in outstanding aggregate principal amount of our 6.00% senior notes due 2025.
For the 2024 annual goodwill test, we determined the fair value of each reporting unit using a DCF model and a guideline public company approach, with 75% of the value determined using the DCF model and 25% of the value determined using the market approach.
For our remaining reporting units, we determined the fair value of each reporting unit using the DCF model and a guideline public company approach, with 75% of the value determined using the DCF model and 25% of the value determined using the market approach.
The Core results represent the business results as currently managed and reported by the Company. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the Core financial measures. See the “Segment Results” section below for the aggregation of our Core financial measures.
The Core results represent the business results as currently managed and reported by the Company. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the Core financial measures.
The corporate and other costs related to the OWN segment and DAS business will be reallocated to our remaining segments beginning in the first quarter of 2025.
The corporate and other costs related to the CCS segment will be reallocated to our remaining segments beginning in the first quarter of 2026.
Beginning in the first quarter of 2024, the corporate and other costs related to the Home segment have been reallocated to our remaining segments and partially offset by income from the Vantiva TSA.
Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA.
The corporate and other costs related to the OWN segment and DAS business unit will be reallocated to our remaining segments beginning in the first quarter of 2025.
The corporate and other costs related to the CCS segment will be reallocated to our remaining segments beginning in the first quarter of 2026.
Other income, net Year Ended December 31, % 2024 2023 Change Change (dollars in millions) Foreign currency gain (loss) $ 9.5 $ (7.6 ) $ 17.1 NM Other income, net 0.7 73.5 (72.8 ) NM NM – Not meaningful 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.
Other income (expense), net Year Ended December 31, % 2025 2024 Change Change (dollars in millions) Foreign currency gain (loss) $ (8.0 ) $ 6.2 $ (14.2 ) (229.0 )% Other income (expense), net (1.4 ) 1.7 (3.1 ) (182.4 ) 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.
Therefore, sales of these products and the related software are considered one performance obligation. License contracts include revenue recognized for the licensing of intellectual property, including software, sold separately without products.
Certain of our product performance obligations include proprietary operating system software, which typically is not considered separately identifiable. Therefore, sales of these products and the related software are considered one performance obligation. License contracts include revenue recognized for the licensing of intellectual property, including software, sold separately without products.
In 2023, we paid dividends of $61.8 million in additional shares due under the Convertible Preferred Stock. During 2024, employees surrendered shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units (RSUs) and performance share units (PSUs), which reduced cash flows by $1.9 million compared to $9.1 million in the prior year.
In 2025, employees surrendered shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units (RSUs) and performance share units (PSUs), which reduced cash flows by $31.3 million compared to $1.9 million in the prior year.
Sales are adjusted for variable consideration amounts, including, but not limited to, estimated discounts, rebates, distributor price protection programs and returns. These estimates are determined based upon historical experience, contract terms, inventory levels in the distributor channel and other related factors. Adjustments to variable consideration estimates are recorded when circumstances indicate revisions may be necessary.
Revenue is measured based on the consideration to which we expect to be entitled based on customer contracts. Sales are adjusted for variable consideration amounts, including, but not limited to, estimated discounts, rebates, distributor price protection programs and returns. These estimates are determined based upon historical experience, contract terms, inventory levels in the distributor channel and other related factors.
The change in foreign currency gain (loss) in 2024 compared to 2023 was primarily driven by certain unhedged currencies.
The change in foreign currency gain (loss) in 2025 compared to 2024 was primarily driven by certain unhedged currencies. Other income (expense), net The change in other income (expense), net in 2025 compared to 2024 was not significant.
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.
Our senior notes and senior secured credit facilities that existed as of December 31, 2025, contained certain limitations and covenants based on financial measures similar to non-GAAP adjusted EBITDA as presented in the “Reconciliation of Non-GAAP Measures” section below, but also giving pro forma effect to certain events, including acquisitions, synergies and savings from cost reduction initiatives such as facility closures and headcount reductions.
Beginning in the first quarter of 2024, the corporate and other costs related to the Home segment have been reallocated to our remaining segments and partially offset by income from our transition services agreement with Vantiva.
Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from our transition service agreement with Amphenol Corporation (Amphenol TSA).
Beginning in the first quarter of 2024, the corporate and other costs related to the Home segment have been reallocated to the Company’s remaining segments and partially offset by income from the Vantiva TSA.
Beginning in the first quarter of 2024, the corporate and other costs related to the Home segment have been reallocated to our remaining segments and partially offset by income from the Vantiva TSA; those costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments beginning in the first quarter of 2025 and partially offset by income from the Amphenol TSA; and those costs related to the CCS segment will be reallocated to our remaining segments beginning in the first quarter of 2026.
These estimates and their underlying assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other objective sources.
The preparation of these financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and their underlying assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other objective sources.
(3) Total capitalization includes long-term debt, including the current portion, Series A convertible preferred stock (Convertible Preferred Stock) and stockholders’ 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.
(4) Total capitalization includes long-term debt, including the current portion, Convertible Preferred Stock and stockholders’ deficit. Our principal sources of liquidity on a short-term basis are cash and cash equivalents and cash flows provided by operations. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of equity and/or debt.
See Note 9 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further discussion of the 2024 debt refinancing transactions.
RECENT ACCOUNTING PRONOUNCEMENTS See Note 2 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.
For additional information on regional sales by segment, see discussion of Segment Results below and Note 18 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 45 Gross profit, TSA income, SG&A expense and R&D expense Year Ended December 31, % 2024 2023 Change Change (dollars in millions) Gross profit $ 1,576.9 $ 1,664.2 $ (87.3 ) (5.2 )% As a percent of sales 37.5 % 36.5 % TSA income 24.5 — 24.5 NM As a percent of sales 0.6 % NM SG&A expense 755.5 783.2 (27.7 ) (3.5 ) As a percent of sales 18.0 % 17.2 % R&D expense 316.2 383.1 (66.9 ) (17.5 ) As a percent of sales 7.5 % 8.4 % NM – Not meaningful Gross profit (net sales less cost of sales) Gross profit decreased in 2024 compared to the prior year primarily due to lower net sales volumes, lower pricing and higher input costs, partially offset by favorable product mix.
For additional information on regional sales by segment, see discussion of Segment Results below and Note 17 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 39 Gross profit, TSA income, SG&A expense and R&D expense Year Ended December 31, % 2025 2024 Change Change (dollars in millions) Gross profit $ 955.9 $ 605.1 $ 350.8 58.0 % As a percent of sales 49.5 % 43.8 % TSA income 35.5 24.5 11.0 44.9 As a percent of sales 1.8 % 1.8 % SG&A expense 497.4 472.0 25.4 5.4 As a percent of sales 25.8 % 34.1 % R&D expense 283.5 247.5 36.0 14.5 As a percent of sales 14.7 % 17.9 % Gross profit (net sales less cost of sales) Gross profit increased in 2025 compared to the prior year primarily due to higher net sales volumes, partially offset by lower pricing, unfavorable product mix and higher input costs.
From a regional perspective in 2024, net sales decreased in the U.S. by $248.1 million, the Caribbean and Latin American (CALA) region by $78.0 million and the Europe, Middle East and Africa (EMEA) region by $43.1 million, and increased in Canada by $7.5 million and the Asia Pacific (APAC) region by $2.3 million.
From a regional perspective in 2025, net sales increased in the U.S. by $458.2 million, the Europe, Middle East and Africa (EMEA) region by $64.8 million, the Asia Pacific (APAC) region by $30.0 million and Canada by $5.5 million, partially offset by a decrease in the Caribbean and Latin American (CALA) region by $9.5 million.
Functional intellectual property licenses do not meet the criteria for revenue to be recognized over time, and revenue is most commonly recognized upon delivery of the license/software to the customer. Revenue is measured based on the consideration to which we expect to be entitled based on customer contracts.
Functional intellectual property licenses do not meet the criteria for revenue to be recognized over time, and revenue is most commonly recognized upon delivery of the license/software to the customer. We have service arrangements where net sales are recognized over time.
For additional discussion related to the debt refinancing transactions, see Note 9 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
For additional information related to the disposal of our OneCell business, see Note 4 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
(2) Working capital is net of assets and liabilities held for sale and consists of current assets of $2,127.0 million less current liabilities of $984.4 million as of December 31, 2024 and current assets of $2,118.0 million less current liabilities of $925.6 million as of December 31, 2023.
(2) Working capital is net of assets and liabilities held for sale and consists of current assets of $1,471.7 million less current liabilities of $711.6 million as of December 31, 2025 and current assets of $1,148.7 million less current liabilities of $580.4 million as of December 31, 2024.
If current and long-term projections for the ANS reporting unit is not realized or decrease materially, we may be required to recognize additional goodwill impairment charges, and these charges could be material to our results of operations. 58 The following table provides summary information regarding our reporting units with goodwill balances as of December 31, 2024 that have the lowest level of headroom.
If current and long-term projections for the Aurora reporting unit is not realized or decrease materially, we may be required to recognize additional goodwill impairment charges, and these charges could be material to our results of operations.
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 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.
To that end, we incurred $36.7 million, $25.1 million and $41.8 million of net restructuring costs and $63.4 million, $27.1 million and $35.1 million of transaction, transformation and integration costs during the years ended December 31, 2024, 2023 and 2022, respectively, primarily related to CommScope NEXT initiatives.
As a result, we incurred $19.7 million, $36.7 million and $29.4 million of net restructuring costs and $29.9 million, $63.4 million and $27.1 million of transaction, transformation and integration costs during the years ended December 31, 2025, 2024 and 2023, respectively, primarily related to our transformation initiative.
Alternatively, if the judgments and estimates made by management are incorrect and a particular contingent loss does not occur, the contingent loss recorded would be reversed, thereby favorably impacting our results of operations.
Alternatively, if the judgments and estimates made by management are incorrect and a particular contingent loss does not occur, the contingent loss recorded would be reversed, thereby favorably impacting our results of operations. 52 Inventory Reserves We maintain reserves to reduce the value of inventory based on the lower of cost or net realizable value, including allowances for excess and obsolete inventory.
Variable consideration is primarily related to sales to our distributors, system integrators and value-added resellers. 59 Contingencies and Litigation We are a party to lawsuits, claims and proceedings incident to the operation of our business, including intellectual property infringement matters, those pertaining to labor and employment contracts and other matters, some of which allege substantial monetary damages.
Contingencies and Litigation We are a party to lawsuits, claims and proceedings incident to the operation of our business, including intellectual property infringement matters, those pertaining to labor and employment contracts and other matters, some of which allege substantial monetary damages. We assess these matters in order to determine if a contingent liability should be recorded.
Investing Activities Year Ended December 31, 2024 2023 (in millions) Additions to property, plant and equipment $ (25.3 ) $ (60.7 ) Proceeds from sale of property, plant and equipment 0.2 71.2 Acquisition of a business (45.1 ) — Other 13.0 20.4 Net cash generated by (used in) investing activities $ (57.2 ) $ 30.9 53 During 2024, the decrease in cash generated by investing activities compared to the prior year was primarily due to lower cash of $71.0 million driven by proceeds collected in the prior year on the sale of property, plant and equipment and cash paid of $45.1 million in the current year related to the Casa Transaction, partially offset by higher cash of $35.4 million driven by a reduction of capital expenditures in the current year.
Investing Activities Year Ended December 31, 2025 2024 (in millions) Additions to property, plant and equipment $ (70.3 ) $ (25.3 ) Proceeds from sale of property, plant and equipment 10.0 0.2 Net proceeds from divestitures 2,041.9 — Acquisition of a business — (45.1 ) Other — 13.0 Net cash generated by (used in) investing activities $ 1,981.6 $ (57.2 ) 46 During 2025, the increase in net cash generated by investing activities compared to the prior year was primarily driven by net proceeds of $2,034.5 million related to the sale of the OWN segment and DAS business unit to Amphenol, net proceeds of $7.4 million related to the sale of the OneCell business and cash paid in the prior period of $45.1 million related to the Casa Transaction.
However, our use of the term “non-GAAP adjusted EBITDA” may vary from that of others in our industry. This financial measure should not be considered as an alternative 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.
This financial measure should not be considered as an alternative to operating income (loss), net income (loss) or any other performance measures derived in accordance with U.S.
These impacts were partially offset by higher accounts receivable due to timing of collections. During 2024, we sold accounts receivable under customer-sponsored supplier financing agreements. This had an impact of approximately $103 million on working capital, excluding cash and cash equivalents and the current portion of long-term debt, as of December 31, 2024.
During 2025, we sold accounts receivable under customer-sponsored supplier financing agreements. This had an impact of approximately $12 million on working capital, excluding cash and cash equivalents, as of December 31, 2025.
Year Ended December 31, $ % 2024 2023 Change Change (dollars in millions) Net cash generated by operating activities $ 273.1 $ 297.3 $ (24.2 ) (8.1 )% Net cash generated by (used in) investing activities (57.2 ) 30.9 (88.1 ) (285.1 ) Net cash used in financing activities (83.0 ) (181.7 ) 98.7 (54.3 ) Operating Activities Year Ended December 31, 2024 2023 (in millions) Net loss $ (315.5 ) $ (1,506.8 ) Adjustments to reconcile net loss to net cash generated by operating activities: Depreciation and amortization 370.5 561.2 Equity-based compensation 29.1 47.3 Deferred income taxes 65.0 (180.5 ) Asset impairments 19.2 1,244.0 Changes in assets and liabilities: Accounts receivable (137.6 ) 471.9 Inventories 152.5 391.3 Prepaid expenses and other current assets (55.9 ) 45.1 Accounts payable and other accrued liabilities 143.5 (720.2 ) Other noncurrent assets (20.6 ) (27.4 ) Other noncurrent liabilities (18.1 ) 75.5 Other 41.0 (104.1 ) Net cash generated by operating activities $ 273.1 $ 297.3 During 2024, the decrease in cash generated by operating activities compared to the prior year was primarily driven by lower operating performance, partially offset by decreases in working capital in the current year due to a reduction in net sales driving lower inventory purchases and lower accounts receivable.
Year Ended December 31, $ % 2025 2024 Change Change (dollars in millions) Net cash generated by operating activities $ 322.9 $ 273.1 $ 49.8 18.2 % Net cash generated by (used in) investing activities 1,981.6 (57.2 ) 2,038.8 NM Net cash used in financing activities (2,053.6 ) (83.0 ) (1,970.6 ) 2,374.2 % NM - Not Meaningful Operating Activities Year Ended December 31, 2025 2024 (in millions) Net income (loss) $ 2,283.7 $ (315.5 ) Adjustments to reconcile net income (loss) to net cash generated by operating activities: Depreciation and amortization 277.0 370.5 Equity-based compensation 42.7 29.1 Deferred income taxes (1,350.4 ) 65.0 Asset impairments — 19.2 (Gain) loss on disposal of discontinued operations (869.0 ) 27.9 Changes in assets and liabilities: Accounts receivable (281.3 ) (137.6 ) Inventories (92.0 ) 152.5 Prepaid expenses and other current assets 9.2 (55.9 ) Accounts payable and other accrued liabilities 325.7 143.5 Other noncurrent assets (49.0 ) (20.6 ) Other noncurrent liabilities (37.8 ) (18.1 ) Other 64.1 13.1 Net cash generated by operating activities $ 322.9 $ 273.1 During 2025, the increase in net cash generated by operating activities compared to the prior year was primarily driven by improved operating performance and lower cash interest paid, partially offset by additional investment in working capital and higher cash taxes paid in the current year compared to the prior year.
Financing Activities Year Ended December 31, 2024 2023 (in millions) Long-term debt repaid $ (4,338.6 ) $ (32.0 ) Long-term debt repurchases — (142.6 ) Long-term debt proceeds 4,350.0 — Cash paid for debt discount (59.4 ) — Debt issuance costs (33.1 ) — Tax withholding payments for vested equity-based compensation awards (1.9 ) (9.1 ) Other — 2.0 Net cash used in financing activities $ (83.0 ) $ (181.7 ) In 2024, we completed certain refinancing transactions including the issuance of $1,000 million in aggregate principal amount of 9.500% senior secured notes due 2031 and entry into the new senior secured term loan facility due December 2029 with an initial aggregate principal amount of $3,150.0 million.
Financing Activities Year Ended December 31, 2025 2024 (in millions) Long-term debt repaid $ (2,049.0 ) $ (4,338.6 ) Long-term debt proceeds 50.0 4,350.0 Cash paid for debt discount — (59.4 ) Debt issuance costs (5.7 ) (33.1 ) Dividends paid on Series A convertible preferred stock (17.6 ) — Tax withholding payments for vested equity-based compensation awards (31.3 ) (1.9 ) Net cash used in financing activities $ (2,053.6 ) $ (83.0 ) In 2025, we repurchased $299.0 million in aggregate principal amount of our 4.75% senior secured notes due September 1, 2029 and repurchased in full the $1,500.0 million outstanding principal amount of our 6.00% senior secured notes due March 1, 2026.
Under the DCF method, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows.
We estimate the fair value of a reporting unit using a discounted cash flow (DCF) method or, as appropriate, a combination of the DCF method and a market approach known as the guideline public company method. Under the DCF method, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows.
We assess these matters in order to determine if a contingent liability should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. We expense legal fees associated with consultations and defense of lawsuits as incurred.
In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. We expense legal fees associated with consultations and defense of lawsuits as incurred. We accrue for loss contingencies when losses become probable and are reasonably estimable.
Cash and cash equivalents increased by $119.5 million during 2024 as described under the Cash Flow Overview section below. As of December 31, 2024, approximately 42% of our cash and cash equivalents were held outside the U.S.
We believe we were in compliance with the covenants under our then-existing note indentures and senior secured credit facilities at December 31, 2025. Cash and cash equivalents increased by $259.5 million during 2025 as described under the Cash Flow Overview section below. As of December 31, 2025, approximately 8% of our cash and cash equivalents were held outside the U.S.
Foreign exchange rate changes did not have a material impact on CCS segment net sales during 2024. 49 For 2024, CCS segment operating income and adjusted EBITDA increased compared to the prior year primarily due to higher sales volumes, favorable product mix and lower input costs, partially offset by higher SG&A costs.
For 2025, ANS segment operating income and adjusted EBITDA increased compared to the prior year primarily due to higher sales volumes, partially offset by higher SG&A, R&D and input costs and unfavorable product mix.
The range of discount rates used in our annual tests was 9.5% to 14.5% for 2024. We determined that the fair value of the reporting units exceeded the carrying value and that no impairment existed.
The discount rates used in our annual test for the year ended December 31, 2025 were 13.0% and 13.5% for Aurora and RUCKUS, respectively. We determined that the fair value of the reporting units exceeded the carrying value and that no impairment existed.
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.
GAAP as measures of operating performance, operating cash flows or liquidity. 47 Although there were no financial maintenance covenants under the terms of our senior notes that existed as of December 31, 2025, there were certain limitations based on an adjusted leverage ratio or a fixed charge coverage ratio.
Consolidated Year Ended December 31, 2024 2023 2022 (in millions) Loss from continuing operations $ (461.0 ) $ (1,095.8 ) $ (1,430.1 ) Income tax expense (benefit) 51.7 97.4 (91.3 ) Interest income (10.9 ) (11.1 ) (2.8 ) Interest expense 686.9 675.8 588.9 Other income, net (10.2 ) (65.9 ) — Operating income (loss) $ 256.5 $ (399.6 ) $ (935.3 ) Adjustments: Amortization of purchased intangible assets 236.5 301.0 400.1 Restructuring costs, net 36.7 25.1 41.8 Equity-based compensation 25.2 38.6 49.7 Asset impairments — 571.4 1,119.6 Transaction, transformation and integration costs (1) 63.4 27.1 35.1 Acquisition accounting adjustments (2) — 1.3 5.4 Patent claims and litigation settlements (1.0 ) (3.5 ) 1.7 Recovery of Russian accounts receivable — (2.0 ) 2.7 Cyber incident costs (3) — 5.5 — Depreciation 82.9 99.4 100.2 Non-GAAP adjusted EBITDA $ 700.2 $ 664.3 $ 821.0 (1) In 2024 and 2023, primarily reflects transaction costs related to certain CommScope NEXT initiatives.
Consolidated Year Ended December 31, 2025 2024 2023 (in millions) Income (loss) from continuing operations $ 324.3 $ (206.0 ) $ (652.8 ) Income tax expense (benefit) (269.4 ) (66.9 ) 79.8 Interest income (16.7 ) (10.9 ) (11.1 ) Other (income) expense, net 9.4 (7.9 ) (75.5 ) Operating income (loss) 47.6 (291.7 ) $ (659.6 ) Adjustments: Amortization of purchased intangible assets 138.4 165.1 227.0 Restructuring costs, net 19.7 36.7 29.4 Equity-based compensation 30.4 19.5 31.3 Asset impairments — — 472.3 Transaction, transformation and integration costs (1) 29.9 63.4 27.1 Acquisition accounting adjustments (2) — — 1.3 Patent claims and litigation settlements — — (3.5 ) Recovery of Russian accounts receivable — — (2.0 ) Cyber incident costs (3) — — 5.5 Depreciation 21.2 31.5 46.4 Other (4) 4.8 — — Non-GAAP adjusted EBITDA $ 292.0 $ 24.5 $ 175.2 (1) In 2025, 2024 and 2023, primarily reflects transaction costs related to our transformation initiative that began in 2021.
The corporate and other line item as presented in Note 18 in the Notes to Consolidated Financial Statements represents general corporate costs that were previously allocated to the OWN segment, DAS business unit and Home segment. These indirect costs are classified as continuing operations since they were not directly attributable to these discontinued operations.
The corporate and other line item as presented in Note 17 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report, primarily reflects general corporate costs that were previously allocated to the CCS segment, OWN segment, DAS business unit and Home segment.
Amortization of purchased intangible assets, Restructuring costs, net and Asset impairments Year Ended December 31, % 2024 2023 Change Change (dollars in millions) Amortization of purchased intangible assets $ 236.5 $ 301.0 $ (64.5 ) (21.4 )% Restructuring costs, net 36.7 25.1 11.6 46.2 Asset impairments — 571.4 (571.4 ) (100.0 ) Amortization of purchased intangible assets The amortization of purchased intangible assets was lower in 2024 compared to the prior year because certain of our intangible assets became fully amortized. 46 Restructuring costs, net The net restructuring costs recorded in 2024 were primarily related to CommScope NEXT.
Amortization of purchased intangible assets, Restructuring costs, net and Other Year Ended December 31, % 2025 2024 Change Change (dollars in millions) Amortization of purchased intangible assets $ 138.4 $ 165.1 $ (26.7 ) (16.2 )% Restructuring costs, net 19.7 36.7 (17.0 ) (46.3 ) Other 4.8 — 4.8 NM NM – Not meaningful 40 Amortization of purchased intangible assets The amortization of purchased intangible assets was lower in 2025 compared to the prior year because certain of our intangible assets became fully amortized.
Also see “Reconciliation of Segment Adjusted EBITDA” within this Management’s Discussion and Analysis of Financial Condition and Results of Operations, below. 50 Liquidity and Capital Resources 2 The following table summarizes certain key measures of our liquidity and capital resources: December 31, $ % 2024 2023 Change Change (dollars in millions) Cash and cash equivalents (1) $ 663.3 $ 543.8 $ 119.5 22.0 % Working capital, net of assets and liabilities held for sale (2) and excluding cash and cash equivalents and current portion of long-term debt 577.7 724.1 (146.4 ) (20.2 ) Availability under Revolving Credit Facility 449.3 688.0 (238.7 ) (34.7 ) Long-term debt, including current portion 9,238.4 9,278.6 (40.2 ) (0.4 ) Total capitalization (3) 7,009.6 7,416.0 (406.4 ) (5.5 ) Long-term debt as a percentage of total capitalization 131.8 % 125.1 % (1) Includes cash and cash equivalents in assets held for sale of $98.4 million and $43.5 million as of December 31, 2024 and 2023, respectively.
Liquidity and Capital Resources The following table summarizes certain key measures of our liquidity and capital resources: 2025 2024 $ Change % Change (dollars in millions) Cash and cash equivalents (1) $ 922.8 $ 663.3 $ 259.5 39.1 % Working capital, net of assets and liabilities held for sale (2) and excluding cash and cash equivalents 5.7 164.2 (158.5 ) (96.5 ) Availability under Revolving Credit Facility (3) 584.5 449.3 135.2 30.1 Long-term debt (3) 7,260.2 9,238.4 (1,978.2 ) (21.4 ) Total capitalization (4) 7,534.8 7,009.6 525.2 7.5 Long-term debt as a percentage of total capitalization 96.4 % 131.8 % (1) Includes cash and cash equivalents in assets held for sale of $168.4 million and $259.2 million as of December 31, 2025 and 2024, respectively.
Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents and the current portion of long-term debt, decreased during 2024 compared to the prior year primarily due to lower inventory driven by inventory reduction initiatives, higher accounts payable due to timing of payments and higher accrued expenses including a higher variable incentive compensation expense in 2024.
Working capital, net of assets and liabilities held for sale and excluding cash and cash equivalents, decreased during 2025 compared to the prior year primarily due to an increase in accounts payable and other accrued liabilities, as well as a reduction in inventory, partially offset by higher accounts receivable due to increased net sales in 2025.
For the year ended December 31, 2024, our net restructuring costs were $36.7 million and we paid $28.9 million to settle restructuring liabilities. We expect to make cash payments of $4.0 million in 2025 to settle CommScope NEXT restructuring actions.
Restructuring costs, net The net restructuring costs recorded in 2025 were primarily related to our transformation initiative. For the year ended December 31, 2025, our net restructuring costs were $19.7 million and we paid $9.5 million to settle restructuring liabilities.
Our tax expense was also impacted unfavorably by the U.S. anti-deferral provisions and non-creditable withholding taxes, partially offset by tax benefits related to federal tax credits. See Note 14 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more discussion of our income tax expense.
Offsetting these benefits for the year ended December 31, 2025, were non-deductible employee compensation expense of $25.6 million and the unfavorable impacts of U.S. anti-deferral provisions. See Note 13 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more discussion of our income taxes.
The primary uses of liquidity include debt service requirements, voluntary debt repayments, redemptions or purchases on the open market, working capital requirements, capital expenditures, business separation transaction costs, transformation costs, restructuring costs, dividends related to the Convertible Preferred Stock if we elect to pay such dividends in cash, litigation settlements, income tax payments and other contractual obligations.
The primary uses of liquidity include working capital requirements, capital expenditures, business separation transaction costs, transformation costs, restructuring costs, litigation settlements, income tax payments and other contractual obligations.
Goodwill impairment charges, restructuring costs, amortization expense and transaction, transformation and integration costs are not reflected in adjusted EBITDA. See “Reconciliation of Segment Adjusted EBITDA” within this Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.
Also see “Reconciliation of Segment Adjusted EBITDA” within this Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.
In 2022, primarily reflects transformation costs related to certain CommScope NEXT initiatives and integration costs related to the ARRIS International plc (ARRIS) acquisition. (2) In 2023 and 2022, reflects ARRIS acquisition accounting adjustments related to reducing deferred revenue to its estimated fair value.
(2) In 2023, reflects ARRIS International plc acquisition accounting adjustments related to reducing deferred revenue to its estimated fair value. (3) In 2023, primarily reflects costs of the identification, investigation, defense, recovery and litigation efforts related to a cyber incident that occurred in late March of 2023.
We accrue for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Gain contingencies are recognized when they are realized.
If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Gain contingencies are recognized when they are realized. Litigation outcomes are difficult to predict and are often resolved over long periods of time, making our estimates highly judgmental.
CommScope NEXT Since 2021, we have been engaged in a transformation initiative referred to as CommScope NEXT, which is designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization.
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. Since 2021, we have been engaged in a transformation initiative designed to drive shareholder value through three pillars: profitable growth, operational efficiency and portfolio optimization.
From a regional perspective in 2024, net sales decreased in the U.S. by $140.2 million, the EMEA region by $47.8 million, the APAC region by $27.0 million and Canada by $8.7 million, but increased in the CALA region by $3.0 million compared to the prior year.
From a regional perspective in 2025, net sales increased in the U.S. by $367.1 million, the EMEA region by $27.8 million, the APAC region by $10.7 million and Canada by $1.3 million, but decreased in the CALA region by $10.0 million. Foreign exchange rate changes did not have a material impact on Aurora segment net sales during 2025.
Product sales, to end-customers or distributors, represent over 90% of our revenue and are generally recognized at the point in time when products have been shipped, right to payment has been obtained and risk of loss has been transferred. Certain of our product performance obligations include proprietary operating system software, which typically is not considered separately identifiable.
However, if a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price. 51 Product sales to end-customers or distributors represent over 90% of our revenue and are generally recognized at the point-in-time when products have been shipped, right to payment has been obtained and risk of loss has been transferred.
(3) In 2023, primarily reflects costs of the identification, investigation, defense, recovery and litigation efforts related to a cyber incident that occurred in late March of 2023. 55 Reconciliation of Segment Adjusted EBITDA Segment adjusted EBITDA is provided as a performance measure in Note 18 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
(4) In 2025, reflects a pretax loss of $4.8 million related to the sale of our OneCell business. 48 Reconciliation of Segment Adjusted EBITDA Segment adjusted EBITDA is provided as a performance measure in Note 17 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
For more discussion on risks related to our customers, see Part I, Item 1A, “Risk Factors” elsewhere in this Annual Report on Form 10-K. 44 RESULTS OF OPERATIONS Comparison of results of operations for the year ended December 31, 2024 with the year ended December 31, 2023 Year Ended December 31, 2024 2023 Amount % of Net Sales Amount % of Net Sales Change % Change (dollars in millions, except per share amounts) Net sales $ 4,205.8 100.0 % $ 4,565.2 100.0 % $ (359.4 ) (7.9 )% Gross profit 1,576.9 37.5 1,664.2 36.5 (87.3 ) (5.2 ) Operating income (loss) 256.5 6.1 (399.6 ) (8.8 ) 656.1 NM Core operating income (loss) (1) 340.5 8.1 (285.6 ) (6.3 ) 626.1 NM Non-GAAP adjusted EBITDA (2) 700.2 16.6 664.3 14.6 35.9 5.4 Core adjusted EBITDA (1) 756.4 18.0 756.4 16.6 — — Loss from continuing operations (461.0 ) (11.0 ) (1,095.8 ) (24.0 ) 634.8 (57.9 ) Diluted loss from continuing operations per share $ (2.46 ) $ (5.49 ) $ 3.03 NM NM – Not meaningful (1) Core financial measures reflect the results of the CCS, NICS and ANS segments, in the aggregate, and exclude general corporate costs that were previously allocated to the OWN segment, DAS business unit and Home segment, since these costs were not directly attributable to these discontinued operations.
See the “Segment Results” section below for the aggregation of our Core financial measures. 38 RESULTS OF OPERATIONS Comparison of results of operations for the year ended December 31, 2025 with the year ended December 31, 2024 Year Ended December 31, 2025 2024 Amount % of Net Sales Amount % of Net Sales Change % Change (dollars in millions, except per share amounts) Net sales $ 1,931.6 100.0 % $ 1,382.6 100.0 % $ 549.0 39.7 % Gross profit 955.9 49.5 605.1 43.8 350.8 58.0 Operating income (loss) 47.6 2.5 (291.7 ) (21.1 ) 339.3 NM Core operating income (loss) (1) 166.7 8.6 (125.6 ) (9.1 ) 292.3 NM Non-GAAP adjusted EBITDA (2) 292.0 15.1 24.5 1.8 267.5 1,091.8 Core adjusted EBITDA (1) 379.4 19.6 137.4 9.9 242.0 176.1 Income (loss) from continuing operations 324.3 16.8 (206.0 ) (14.9 ) 530.3 NM Diluted earnings (loss) from continuing operations per share $ 1.11 $ (1.27 ) $ 2.38 NM NM – Not meaningful (1) Core financial measures reflect the results of the RUCKUS and Aurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to these discontinued operations.
Transition service agreement income Transition service agreement (TSA) income is related to the TSA we entered into with Vantiva in conjunction with the closing of the transaction to divest of the Home business in January 2024. Under the TSA agreement, we provided (and in some instances received) certain post-closing support on a transitional basis.
Transition service agreement income (TSA) TSA income is related to the Amphenol TSA executed in conjunction with the closing of the transactions to divest of the OWN segment and DAS business unit and the OneCell business, as well as the TSA we entered into with Vantiva in conjunction with the closing of the transaction to divest of the Home business.
We also use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors. 54 We believe these financial measures are commonly used by investors to evaluate our performance and 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.
As of December 31, 2024, we have repaid the $1.27 billion previously outstanding on our 2025 Notes. We currently 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.
Therefore, the uses of liquidity related to the indebtedness and Convertible Preferred Stock that were outstanding as of December 31, 2025, are no longer relevant. 44 We currently believe that our existing cash, cash equivalents and cash flows from operations will be sufficient to meet our presently anticipated future cash needs.
Selling, general and administrative expense For 2024, selling, general and administrative (SG&A) expense decreased by $27.7 million compared to 2023, primarily due to cost saving initiatives and lower bad debt expense of $11.6 million, partially offset by higher transaction, transformation, and integration costs of $36.2 million and higher variable incentive compensation expense of $14.3 million.
Selling, general and administrative expense For 2025, selling, general and administrative (SG&A) expense increased by $25.4 million compared to 2024, primarily due to higher variable incentive compensation expense of $42.0 million and higher realization of cost savings in the prior year related to our transformation initiative, partially offset by lower transaction, transformation and integration costs of $33.5 million.
From a regional perspective in 2024, net sales increased in the U.S. by $115.5 million, the EMEA region by $36.7 million, the APAC region by $13.5 million and Canada by $6.3 million, but decreased in the CALA region by $50.2 million compared to the prior year.
From a regional perspective in 2025, net sales increased in the U.S. by $91.1 million, the EMEA region by $37.5 million, the APAC region by $19.3 million, Canada by $4.2 million and the CALA region by $0.5 million compared to the prior year. Foreign exchange rate changes did not have a material impact on RUCKUS segment net sales during 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−18 removed4 unchanged
Biggest changeSee Note 10 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further discussion of these contracts. Foreign Currency Risk Approximately 34% and 34% of net sales for 2024 and 2023, respectively, were to customers located outside the U.S.
Biggest changeFor further discussion of the sale of the CCS segment, see Note 19 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 53 Foreign Currency Risk Approximately 28.5% and 33.3% of net sales for 2025 and 2024, respectively, were to customers located outside the U.S.
Management attempts to mitigate these risks through effective requirements planning and by working closely with key suppliers to obtain the best possible pricing and delivery terms. We may also enter into agreements with certain suppliers to guarantee our access to certain key components. As of December 31, 2024, we had no forward purchase commitments outstanding under take-or-pay contracts.
Management attempts to mitigate these risks through effective requirements planning and by working closely with key suppliers to obtain the best possible pricing and delivery terms. We may also enter into agreements with certain suppliers to guarantee our access to certain key components. As of December 31, 2025, we had no forward purchase commitments outstanding under take-or-pay contracts.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks related to changes in interest rates, foreign currency exchange rates and commodity prices. We may utilize derivative financial instruments, among other methods, to hedge some of these exposures. We do not use derivative financial instruments for speculative or trading purposes.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks related to foreign currency exchange rates and commodity prices. We may utilize derivative financial instruments, among other methods, to hedge some of these exposures. We do not use derivative financial instruments for speculative or trading purposes.
These materials, such as aluminum, copper, steel, bimetals, optical fiber, plastics and other polymers, capacitors, memory devices and silicon chips, are subject to changes in market price as they are influenced by commodity markets and supply and demand levels, among other factors.
These materials, such as aluminum, copper, steel, optical fiber, capacitors, memory devices and silicon chips, are subject to changes in market price as they are influenced by commodity markets and supply and demand levels, among other factors.
We continuously evaluate the amount and type of derivative instruments utilized to manage the market risk related to foreign currency exposures. 62 Commodity Price Risk Materials account for a large portion of our cost of sales.
Local manufacturing provides a partial natural hedge and we continue to evaluate additional alternatives to help us reasonably manage the market risk related to foreign currency exposures. Commodity Price Risk Materials account for a large portion of our cost of sales.
We continuously evaluate the amount and type of derivative instruments utilized to manage commodity price risk. In July 2023, the Company entered into a long-term supply contract with a third-party to secure the supply of certain raw materials.
We continuously evaluate the amount and type of derivative instruments utilized to manage commodity price risk. 54
Removed
Interest Rate Risk The table below summarizes the expected interest and principal payments associated with our variable rate debt outstanding at December 31, 2024, primarily the 2029 Term Loan and the Revolving Credit Facility. The principal payments presented below are based on scheduled maturities and assume no borrowings under our Revolving Credit Facility.
Added
In connection with the sale of the CCS segment that was completed subsequent to fiscal year end on January 9, 2026, we repaid and issued notices of full redemption of all of our then-existing indebtedness, and we are no longer exposed to market risks related to changes in interest rates.
Removed
The interest payments presented below assume the interest rates in effect as of December 31, 2024 (see Note 9 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
Removed
The impact of a 1% increase in the interest rate index on projected future interest payments on the variable rate debt is also included in the table below. 2025 2026 2027 2028 2029 Thereafter Principal and interest payments on variable rate debt $ 0.5 $ 0.3 $ 0.3 $ 0.3 $ 3.5 $ — Average cash interest rate 9.86 % 9.86 % 9.86 % 9.9 % 9.9 % — Impact of 1% increase in interest rate index $ 31.5 $ 31.5 $ 31.5 $ 31.5 $ 31.5 $ — We also have $6.0 billion aggregate principal amount of fixed rate senior notes.
Removed
The table below summarizes our expected interest and principal payments related to our fixed rate debt at December 31, 2024. 2025 2026 2027 2028 2029 Thereafter Principal and interest payments on fixed rate debt $ 2.1 $ 0.3 $ 1.9 $ 0.8 $ 1.1 $ 1.2 Average cash interest rate 6.79 % 7.01 % 7.07 % 7.18 % 7.97 % 9.50 % 61 We have utilized a hedging strategy to mitigate a portion of the exposure to changes in cash flows resulting from variable interest rates on the 2026 Term Loan.
Removed
The hedging strategy extends to future borrowings or debt issued, to fix a portion of the future interest cash flows by designating qualifying receive-variable and pay-fixed interest rate swaps as a cash flow hedge for accounting and financial reporting purposes.
Removed
In June 2023, and in conjunction with the amendment to its 2026 Term Loan due to reference rate reform, we settled and derecognized our cash flow hedges.
Removed
A gain of $6.1 million remaining as a component of accumulated comprehensive loss in the Consolidated Balance Sheets continued to be reclassified to earnings through interest expense as the interest payments continued to be made on the 2026 Term Loan through December 17, 2024, at which time as a result of the refinancing transactions, the forecasted hedge transaction was no longer probable of occurring which resulted in a gain of $3.1 million being reclassified to earnings.
Removed
We reenacted our hedging strategy in the third quarter of 2023, by entering into new interest rate swap derivatives with a total notional amount of $700 million which terminate on July 31, 2026.
Removed
As a result of the refinancing transaction and changes in the terms of the 2029 Term Loan, we dedesignated our interest rate swaps as of December 17, 2024 and redesignated $700 million of the swaps as hedging instruments on the same day.
Removed
As a result of the dedesignation and redesignation, there was no charge to gain (loss) related to amounts previously recorded in accumulated other comprehensive loss.
Removed
We believe the likelihood that floating rate debt in the amount of $700 million will exist through the interest rate swaps' maturity in July 2026 and therefore, will continue to apply hedge accounting to the interest rate swaps.
Removed
The total notional amount of the interest rate swap derivatives as of December 31, 2024 was $700.0 million with outstanding maturities up to nineteen months. As of December 31, 2024, the combined fair value of the interest rate swaps was an $2.4 million loss. The table above excludes the impact of these interest rate swap derivatives.
Removed
Local manufacturing provides a partial natural hedge and we continue to evaluate additional alternatives to help us reasonably manage the market risk related to foreign currency exposures. We use derivative instruments such as forward exchange contracts to manage the risk of fluctuations in the value of certain foreign currencies.
Removed
As of December 31, 2024, we had foreign exchange contracts with a net unrealized loss of $3.4 million, with maturities of up to four months and aggregate notional value of $123.6 million (based on exchange rates as of December 31, 2024).
Removed
These contracts are not designated as hedges for accounting purposes and are marked to market each period through earnings and, as such, there were no unrecognized gains or losses as of December 31, 2024 or 2023. Our derivative instruments are not leveraged and are not held for trading or speculation.
Removed
See Note 10 in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for further discussion of these contracts.
Removed
Under the terms of the contract, the Company will make advance payments through 2026 totaling $120.0 million (undiscounted) and based on meeting certain minimum purchase requirements through 2031, such advance payments will be credited and applied to future orders on a quarterly basis beginning in 2027 through 2031.
Removed
Advance payments of $60.0 million and $30.0 million are recorded as other noncurrent assets in the Consolidated Balance Sheets as of December 31, 2024 and 2023. The Company has committed to growing purchases of raw materials under this agreement to a level of approximately $137 million per year by 2026 and continuing through 2032. 63

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