Company Announcements

Second Quarter Highlights

• Net sales of $1.39 billion
• GAAP income from continuing operations of $29.4 million
• Non-GAAP adjusted EBITDA of $337.8 million⁽¹⁾
• Cash flow generated by operations of $77.1 million and free cash flow of $64.5 million^{(1) (2)}

(1) See “Non-GAAP Financial Measures” and “Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures” below.
(2) The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.

CLAREMONT, N.C.--(BUSINESS WIRE)--Aug. 4, 2025-- CommScope Holding Company, Inc. (NASDAQ: COMM), a global leader in network connectivity solutions, today reported results for the quarter ended June 30, 2025.

We are extremely pleased with our outstanding results in the second quarter. CommScope net sales of $1.39 billion increased 31.7% from the prior year. Net sales were positively supported by stronger-than-expected results across all segments. Non-GAAP adjusted EBITDA was $338 million, a strong improvement of 79% year-over-year, marking the fifth consecutive quarter. Second quarter adjusted EBITDA as a percentage of revenues was 24.3%, compared to 17.9% in the prior year, a year-over-year improvement of 640 basis points. "We are well positioned for future growth and are raising our 2025 adjusted EBITDA guideposts to $1.15 to $1.20 billion,” said Chuck Treadway, President and Chief Executive Officer.

He continued, “As announced, CommScope entered into a definitive agreement to sell its CCS segment to Amphenol (NYSE: APH). Upon closing, CommScope will receive approximately USD $10.5 billion in cash. The sale is expected to close in the first half of 2026, subject to customary closing conditions, including receipt of applicable regulatory and shareholder approvals. This transformational deal unlocks equity value, returns cash to our shareholders and strengthens the remaining businesses. Amphenol is a strong buyer of the CCS assets. Our customers, and employees going with the transaction will be in very good hands. I am very excited for the future of ANS and RUCKUS as both businesses have recovered from their prior year challenges and are positioned for growth.”

“With the proceeds from the recently announced transaction, we expect to repay all existing debt, redeem our preferred equity and add modest leverage to the remaining company. We will have significant excess cash. We expect to distribute this excess cash to our common shareholders as a dividend within 60 to 90 days following the closing of the proposed transaction after taking into account all relevant factors. The exact amount and timing of the dividend will be determined by the Company after closing. As evidenced by the second quarter results in ANS and RUCKUS, we are excited about the future of the remaining company. On a twelve-month trailing basis, ANS and RUCKUS Non-GAAP adjusted EBITDA was $300 million on Net Sales of $1.7 billion,” said Kyle Lorentzen, Chief Financial Officer.

As a result of divesting the Distributed Antenna Systems (DAS) business during the quarter ended March 31, 2025, the Company has changed the name of its Networking, Intelligent Cellular & Security Solutions (NICS) segment to RUCKUS, effective as of April 1, 2025. There were no changes to the composition of the Company’s operating or reportable segments, the financial information reviewed by the chief operating decision maker (CODM), or historical segment operating results as a result of this change.

Second Quarter Results and Comparisons

Net sales in the second quarter of 2025 increased 31.7% year-over-year to $1.39 billion due to higher net sales in all segments. Net sales increased across all regions, except the Caribbean and Latin America region and Canada, in the second quarter of 2025.

Income from continuing operations of $29.4 million, or $0.05 per diluted share, in the second quarter of 2025, increased compared to the prior year period’s loss from continuing operations of $(56.2) million, or $(0.34) per share. Non-GAAP adjusted net income for the second quarter of 2025 was $119.4 million, or $0.44 per diluted share, versus $8.6 million, or $0.03 per share, in the second quarter of 2024.

Non-GAAP adjusted EBITDA increased 79.0% to $337.8 million in the second quarter of 2025 compared to the same period last year. Non-GAAP adjusted EBITDA as a percentage of net sales increased to 24.3% in the second quarter of 2025 compared to 17.9% in the same prior year period.

Reconciliations of the reported GAAP results to non-GAAP adjusted results are included below.

Second Quarter Comparisons

Sales by Region

Segment Net Sales

Segment Operating Income (Loss)

Segment Adjusted EBITDA (See “Non-GAAP Financial Measures,” below)

• CCS - Net sales of $875.4 million increased 20.2% from the prior year period primarily driven by an increase in the Data Center business.
• RUCKUS - Net sales of $190.2 million increased 46.5% from the prior year period primarily driven by increased demand and an improved channel inventory position.
• ANS - Net sales of $322.5 million increased 65.0% from the prior year period driven by increases in Access Technologies and Broadband Networks Solutions (BNS).

Cash Flow and Balance Sheet

• GAAP cash flow generated by operations in the second quarter of 2025 was $77.1 million.
• Free cash flow in the second quarter of 2025 was $64.5 million after adjusting operating cash flow for $12.6 million of additions to property, plant and equipment. The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.
• The Company ended the quarter with $571.1 million in cash and cash equivalents.
• As of June 30, 2025, the Company had no outstanding borrowings under its asset-based revolving credit facility and had availability of $419.7 million, after giving effect to borrowing base limitations and outstanding letters of credit. The Company ended the quarter with total liquidity of approximately $990.8 million.

Conference Call, Webcast and Investor Presentation

CommScope will host a conference call today at 4:30 p.m. ET in which management will discuss the proposed transaction and second quarter 2025 results. The conference call will also be webcast.

The live, listen-only audio of the call will be available through a link on the Events and Presentations page of CommScope’s Investor Relations website.

A webcast replay will be archived on CommScope’s website for a limited period of time following the conference call.

During the conference call, the Company may discuss and answer questions concerning the proposed transaction, as well as business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

About CommScope:

CommScope (NASDAQ: COMM) is pushing the boundaries of technology to create the world’s most advanced wired and wireless networks. Our global team of employees, innovators and technologists empower customers to anticipate what’s next and invent what’s possible. Discover more at www.commscope.com.

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Non-GAAP Financial Measures

CommScope management believes that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. CommScope management further believes that these financial measures are useful in assessing CommScope’s operating performance from period to period by excluding certain items that we believe are not representative of our core business. CommScope management also uses certain of these financial measures for business planning purposes and in measuring CommScope’s performance relative to that of its competitors. CommScope management believes these financial measures are commonly used by investors to evaluate CommScope’s performance and that of its competitors. However, CommScope’s use of certain non-GAAP terms may vary from that of others in its industry. Non-GAAP financial measures should not be considered as alternatives to operating income (loss), net income (loss), cash flow from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity. A reconciliation of each of the non-GAAP measures discussed herein to their most comparable GAAP measures is below.

RemainCo Financial Measures

RemainCo financial measures are the aggregate of the Access Network Solutions and RUCKUS segments. They do not include the results of the Connectivity and Cable Solutions segment. The RemainCo segments and the Connectivity and Cable Solutions segment represent the business segments as currently managed and reported by CommScope. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the RemainCo financial measures.

Forward Looking Statements

This press release includes certain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement; the inability to complete the proposed transaction due to the failure to obtain stockholder approval for the proposed transaction or the failure to satisfy other conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the proposed transaction on the Company’s relationships, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; exceeding the expected costs of the transaction; our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers and channel partners; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; risks related to the successful execution of CommScope NEXT and other cost saving initiatives; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our substantial indebtedness, including our upcoming maturities and evaluation of capital structure alternatives and restrictive debt covenants; our ability to refinance existing indebtedness prior to its maturity or incur additional indebtedness at acceptable interest rates or at all; our ability to generate cash to service our indebtedness; the ability to recognize the expected benefits of the sales of the OWN segment and DAS business unit and Home business (the Transactions), including the expected financial performance of CommScope following the Transactions; the effect of the Transactions on the ability of CommScope to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; the response of CommScope’s competitors, creditors and other stakeholders to the Transactions; potential litigation relating to the Transactions; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber-security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in the United States affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products and costs; the costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign social and environmental laws; the impact of litigation and similar regulatory proceedings in which we are involved or may become involved, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business, including employees, sites, operations, customers, supply chain logistics and the global economy; our stock price volatility; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control. These and other factors are discussed in greater detail in our 2024 Annual Report on Form 10-K and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission. Although the information contained in this press release represents our best judgment as of the date of this release based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this press release, except to the extent required by law.

Additional Information about the Proposed Transaction and Where to Find It

This communication may be deemed solicitation material in respect of the proposed sale of the Company’s CCS business to Amphenol. In connection with the proposed transaction, CommScope will file with the SEC and furnish to CommScope’s stockholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed transaction or incorporated by reference in the proxy statement because they will contain important information about the proposed transaction.

Investors will be able to obtain free of charge the proxy statement and other documents filed with the SEC at the SEC’s website at https://www.sec.gov. In addition, the proxy statement and CommScope’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through CommScope’s website at https://ir.commscope.com/ as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

The directors, executive officers and certain other members of management and employees of CommScope may be deemed “participants” in the solicitation of proxies from stockholders of CommScope in favor of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of CommScope in connection with the proposed transaction will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 26, 2025, and in its definitive proxy statement filed with the SEC on Schedule 14A on March 24, 2025.