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

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

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

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

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

As of ~~October 16, 2017~~July 13, 2018 there were ~~190,762,060~~192,215,154 shares of Common Stock outstanding.

~~Part~~PART 1 -- ~~Financial Information (Unaudited)~~FINANCIAL INFORMATION (UNAUDITED)

CommScope Holding Company, Inc.
Condensed Consolidated Statements of Operations
and Comprehensive Income
(Unaudited -- In thousands, except per share amounts)


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30,						September 30,							June 30,						June 30,
		2017			2016			2017			2016				2018			2017			2018			2017
Net sales		$	1,128,775		$	1,293,948		$	3,440,150		$	3,744,715			$	1,239,856		$	1,174,090		$	2,360,373		$	2,311,375
Operating costs and expenses:
Cost of sales			699,145			751,097			2,082,910			2,201,014				768,546			702,325			1,477,663			1,385,803
Selling, general and administrative			184,671			220,835			603,594			664,365				185,197			207,640			370,328			419,461
Research and development			44,498			48,430			140,280			152,554				47,765			46,982			97,629			95,970
Amortization of purchased intangible assets			68,271			74,639			202,890			224,270				66,442			66,981			133,671			134,619
Restructuring costs, net			5,360			10,826			24,521			24,503				7,218			13,773			12,668			19,161
Asset impairments			—			7,375			—			22,668
Total operating costs and expenses			1,001,945			1,113,202			3,054,195			3,289,374				1,075,168			1,037,701			2,091,959			2,055,014
Operating income			126,830			180,746			385,955			455,341				164,688			136,389			268,414			256,361
Other income (expense), net			1,807			(7,546	)		(13,414	)		(21,898	)			(3,094	)		2,900			(2,111	)		(12,457	)
Interest expense			(61,798	)		(68,349	)		(192,769	)		(215,024	)			(60,726	)		(61,417	)		(120,533	)		(130,971	)
Interest income			1,180			1,023			3,784			4,750				2,057			1,730			3,491			2,604
Income before income taxes			68,019			105,874			183,556			223,169				102,925			79,602			149,261			115,537
Income tax expense			(16,862	)		(12,043	)		(43,373	)		(54,797	)			(37,003	)		(24,138	)		(49,604	)		(26,511	)
Net income		$	51,157		$	93,831		$	140,183		$	168,372			$	65,922		$	55,464		$	99,657		$	89,026

Earnings per share:
Basic		$	0.27		$	0.49		$	0.73		$	0.88			$	0.34		$	0.29		$	0.52		$	0.46
Diluted		$	0.26		$	0.48		$	0.71		$	0.86			$	0.34		$	0.28		$	0.51		$	0.45

Weighted average shares outstanding:
Basic			191,824			192,719			192,973			192,275				192,162			193,092			191,767			193,555
Diluted			195,815			196,598			197,387			196,141				195,186			197,218			195,346			198,173

Comprehensive income:
Comprehensive income (loss):
Net income		$	51,157		$	93,831		$	140,183		$	168,372			$	65,922		$	55,464		$	99,657		$	89,026
Other comprehensive income, net of tax:
Foreign currency translation gain			47,087			8,610			174,187			8,303
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)																(108,544	)		86,749			(61,759	)		127,100
Pension and other postretirement benefit activity			(353	)		(376	)		(1,082	)		(3,511	)			(1,291	)		(360	)		(2,723	)		(729	)
Loss on net investment hedge			(1,471	)		—			(4,822	)		—
Gain (loss) on net investment hedge																3,051			(2,996	)		2,453			(3,351	)
Available-for-sale securities			(1,685	)		(257	)		(2,508	)		(2,391	)			—			(2,132	)		—			(823	)
Total other comprehensive income, net of tax			43,578			7,977			165,775			2,401
Total comprehensive income		$	94,735		$	101,808		$	305,958		$	170,773
Total other comprehensive income (loss), net of tax																(106,784	)		81,261			(62,029	)		122,197
Total comprehensive income (loss)															$	(40,862	)	$	136,725		$	37,628		$	211,223

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

	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
Assets
Cash and cash equivalents	$	411,242		$	428,228		$	545,701		$	453,977
Accounts receivable, less allowance for doubtful accounts of $19,060 and $17,211, respectively		930,739			952,367
Accounts receivable, less allowance for doubtful accounts of $19,123 and $13,976, respectively								1,023,716			898,829
Inventories, net		485,062			473,267			479,468			444,941
Prepaid expenses and other current assets		166,905			139,902			123,371			146,112
Total current assets		1,993,948			1,993,764			2,172,256			1,943,859
Property, plant and equipment, net of accumulated depreciation of $371,114 and $303,734, respectively		477,718			474,990
Property, plant and equipment, net of accumulated depreciation of $413,832 and $390,389, respectively								446,954			467,289
Goodwill		2,877,813			2,768,304			2,866,319			2,886,630
Other intangible assets, net		1,698,507			1,799,065			1,491,007			1,636,084
Other noncurrent assets		98,559			105,863			129,344			107,804
Total assets	$	7,146,545		$	7,141,986		$	7,105,880		$	7,041,666
Liabilities and Stockholders' Equity
Accounts payable	$	407,635		$	415,921		$	487,521		$	436,737
Other accrued liabilities		309,355			429,397			297,755			286,980
Current portion of long-term debt		—			12,500
Total current liabilities		716,990			857,818			785,276			723,717
Long-term debt		4,548,016			4,549,510			4,374,209			4,369,401
Deferred income taxes		182,855			199,121			108,529			134,241
Pension and other postretirement benefit liabilities		28,907			31,671			23,006			25,140
Other noncurrent liabilities		119,143			109,782			111,591			141,341
Total liabilities		5,595,911			5,747,902			5,402,611			5,393,840
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value: Authorized shares: 200,000,000;
Issued and outstanding shares: None		—			—			—			—
Common stock, $0.01 par value: Authorized shares: 1,300,000,000;
Issued and outstanding shares: 190,761,714 and 193,837,437,
Issued and outstanding shares: 192,214,497 and 190,906,110,
respectively		1,971			1,950			1,989			1,972
Additional paid-in capital		2,322,747			2,282,014			2,361,365			2,334,071
Retained earnings (accumulated deficit)		(449,579	)		(589,556	)		(290,337	)		(395,998	)
Accumulated other comprehensive loss		(119,338	)		(285,113	)		(148,632	)		(86,603	)
Treasury stock, at cost: 6,322,910 shares and 1,129,222 shares,
Treasury stock, at cost: 6,735,330 shares and 6,336,144 shares,
respectively		(205,167	)		(15,211	)		(221,116	)		(205,616	)
Total stockholders' equity		1,550,634			1,394,084			1,703,269			1,647,826
Total liabilities and stockholders' equity	$	7,146,545		$	7,141,986		$	7,105,880		$	7,041,666

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2017			2016			2018			2017
Operating Activities:
Net income	$	140,183		$	168,372		$	99,657		$	89,026
Adjustments to reconcile net income to net cash generated by operating activities:
Depreciation and amortization		282,543			301,450			178,349			190,453
Equity-based compensation		31,572			26,621			22,396			20,598
Deferred income taxes		(19,976	)		(94,239	)		(24,610	)		(14,073	)
Asset impairments		—			22,668
Changes in assets and liabilities:
Accounts receivable		59,054			(96,337	)		(137,023	)		43,975
Inventories		11,790			(23,480	)		(47,993	)		(42,243	)
Prepaid expenses and other assets		(22,682	)		12,540			(608	)		(1,773	)
Accounts payable and other liabilities		(178,505	)		218,590			40,881			(120,777	)
Other		31,426			14,929			4,014			24,847
Net cash generated by operating activities		335,405			551,114			135,063			190,033
Investing Activities:
Additions to property, plant and equipment		(51,152	)		(49,660	)		(30,844	)		(30,577	)
Proceeds from sale of property, plant and equipment		5,016			3,935			6,225			4,978
Cash paid for acquisitions, including purchase price adjustments, net of cash acquired		(105,249	)		2,714
Proceeds upon settlement of net investment hedge								1,331			—
Other		9,898			3,487			—			6,778
Net cash used in investing activities		(141,487	)		(39,524	)		(23,288	)		(18,821	)
Financing Activities:
Long-term debt repaid		(805,379	)		(546,025	)		—			(780,379	)
Long-term debt proceeds		780,379			—			—			780,379
Debt issuance and modification costs		(8,363	)		—			—			(8,363	)
Debt extinguishment costs		(14,800	)		(17,779	)		—			(14,800	)
Cash paid for repurchase of common stock		(175,000	)		—			—			(100,000	)
Proceeds from the issuance of common shares under equity-based compensation plans		8,803			8,637			4,915			8,506
Tax withholding payments for vested equity-based compensation awards		(14,956	)		(2,946	)		(15,500	)		(14,858	)
Net cash used in financing activities		(229,316	)		(558,113	)		(10,585	)		(129,515	)
Effect of exchange rate changes on cash and cash equivalents		18,412			914			(9,466	)		14,566
Change in cash and cash equivalents		(16,986	)		(45,609	)		91,724			56,263
Cash and cash equivalent at beginning of period		428,228			562,884		��	453,977			428,228
Cash and cash equivalents at end of period	$	411,242		$	517,275		$	545,701		$	484,491

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
	2017			2016			2018			2017
Number of common shares outstanding:
Balance at beginning of period		193,837,437			191,368,727			190,906,110			193,837,437
Issuance of shares under equity-based compensation plans		2,117,965			1,615,810			1,707,573			2,073,565
Shares surrendered under equity-based compensation plans		(398,698	)		(115,598	)		(399,186	)		(396,010	)
Repurchase of common stock		(4,794,990	)		—			—			(2,485,520	)
Balance at end of period		190,761,714			192,868,939			192,214,497			193,029,472
Common stock:
Balance at beginning of period	$	1,950		$	1,923		$	1,972		$	1,950
Issuance of shares under equity-based compensation plans		21			17			17			20
Balance at end of period	$	1,971		$	1,940		$	1,989		$	1,970
Additional paid-in capital:
Balance at beginning of period	$	2,282,014		$	2,216,202		$	2,334,071		$	2,282,014
Issuance of shares under equity-based compensation plans		8,782			8,620			4,898			8,486
Equity-based compensation		31,656			26,530			22,396			20,579
Cumulative effect of change in accounting principle		295			—			—			295
Tax benefit from shares issued under equity-based compensation plans		—			7,517
Balance at end of period	$	2,322,747		$	2,258,869		$	2,361,365		$	2,311,374
Retained earnings (accumulated deficit):
Balance at beginning of period	$	(589,556	)	$	(812,394	)	$	(395,998	)	$	(589,556	)
Net income		140,183			168,372			99,657			89,026
Cumulative effect of change in accounting principle		(206	)		—			6,004			(206	)
Balance at end of period	$	(449,579	)	$	(644,022	)	$	(290,337	)	$	(500,736	)
Accumulated other comprehensive loss:
Balance at beginning of period	$	(285,113	)	$	(171,678	)	$	(86,603	)	$	(285,113	)
Other comprehensive income, net of tax		165,775			2,401
Other comprehensive income (loss), net of tax								(62,029	)		122,197
Balance at end of period	$	(119,338	)	$	(169,277	)	$	(148,632	)	$	(162,916	)
Treasury stock, at cost:
Balance at beginning of period	$	(15,211	)	$	(11,333	)	$	(205,616	)	$	(15,211	)
Net shares surrendered under equity-based compensation plans		(14,956	)		(2,946	)		(15,500	)		(14,858	)
Repurchase of common stock		(175,000	)		—			—			(100,000	)
Balance at end of period	$	(205,167	)	$	(14,279	)	$	(221,116	)	$	(130,069	)
Total stockholders' equity	$	1,550,634		$	1,433,231		$	1,703,269		$	1,519,623

CommScope Holding Company, Inc., along with its direct and indirect subsidiaries (CommScope or the Company), is a global provider of infrastructure solutions for the core, access and edge layers of communication networks. The Company’s solutions and services for wired and wireless networks enable high-bandwidth data, video and voice applications. CommScope’s global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

The Condensed Consolidated Balance Sheet as of ~~September~~June 30, ~~2017,~~2018, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, and the Condensed Consolidated Statements of Cash Flows and Stockholders’ Equity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 are unaudited and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 (the ~~2016~~2017 Annual Report). ~~There~~Other than the changes described below to revenue recognition policies as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, there were no material changes in the Company’s significant accounting policies during the three or ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial ~~statements.~~statements in the 2017 Annual Report.

The Company ~~consolidated the operating results of the acquired BNS business~~recognizes revenue based on the ~~BNS fiscal reporting calendar that resulted in a reporting lag~~satisfaction of ~~one day for the year ended December 31, 2016.~~distinct obligations to transfer goods and services to customers. The BNS business results included thirteen weeks for the three months ended September 30, 2017 compared to fourteen weeks for the comparable period in 2016. Effective January 1, 2017, the reporting lag was eliminated as a result of system conversions that were part of the BNS integration. The elimination of the reporting lag represents a change in accounting principle which the Company believes to be preferable because it provides more current information to the users of its financial statements. The Company determined that it was impracticable to apply the effects of the lag elimination to financial reporting periods prior to January 1, 2017. The cumulative effect of not retroactively applying this change in accounting, however, was immaterial as of January 1, 2017. Therefore, the Company reported the cumulative effect of the change in accounting principle in net income for the nine months ended September 30, 2017 and did not retrospectively apply the effects of this change to prior periods.

~~Net sales to Anixter International Inc. and its affiliates (Anixter) accounted for 12% and 11%~~majority of the Company’s ~~total net~~revenue is from product sales. Revenue from product sales ~~during~~is recognized when control is transferred to the ~~three and nine months ended September 30, 2017, respectively. Net sales to Anixter accounted for 11%~~customer, typically upon either shipment or delivery. A minor portion of the Company’s revenue is derived from project contracts containing a combination of product and service obligations. Revenue from project contracts is recognized either at a point in time or over time using cost input methods, based on the specific terms of each contract.

For project contracts containing multiple distinct performance obligations, the transaction price is allocated based on the relative standalone estimated selling price of each performance obligation. The relative standalone selling price is determined using current price lists and observable pricing in separate contracts with similar customers. For performance obligations recognized over-time, judgment is required to evaluate assumptions, including the total ~~net sales during the three and nine months ended September 30, 2016. Sales~~estimated costs to ~~Anixter primarily originate within the CommScope Connectivity Solutions (CCS) segment. Other than Anixter, no direct customer accounted for 10% or more~~determine progress towards completion of the ~~Company’s~~performance obligation and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net ~~sales for~~contract revenues, the ~~three or nine months ended September 30, 2017 or 2016.~~

~~Accounts receivable~~entire estimated loss is recognized in the period the loss becomes known. The cumulative effects on revenue from ~~Anixter~~revisions to total estimated costs are recorded in the period in which the revisions to estimates are identified and Verizon Communications Inc. (Verizon) each represented approximately 11% of accounts receivable as of September 30, 2017. Other than Anixter and Verizon, no direct customer accounted for 10% or more of the ~~Company’s accounts receivable as of September 30, 2017.~~

The Company also recognizes revenue from other customer contract types, including licensing of intellectual property, software licensing and post-contract support (PCS) which may be sold as part of a bundled product offering or as a separate contract. For bundled product arrangements, the transaction price is allocated based on the relative standalone estimated selling price of each performance obligation. Distinct intellectual property obligations, including software, are considered functional in nature and are recognized as revenue at the point in time the customer receives the rights to use and benefit from the intellectual property or are determined using a usage-based royalty. PCS obligations are typically recognized over the term of the contract.

Revenue is measured based on the consideration to which the Company expects to be entitled, based on customer contracts. For sales to distributors, system integrators and value-added resellers (primarily for the CommScope Connectivity Solutions (CCS) segment), revenue is adjusted for variable consideration amounts, including estimated discounts, returns, rebates and distributor price protection programs. 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.

The Company records a contract asset for unbilled accounts receivable related to revenue that has been recognized in advance of consideration being unconditionally due from the customer, which is common for certain project contract performance obligations. Contract asset amounts are transferred to accounts receivable when the Company’s right to the consideration becomes unconditional, which varies by contract, but is generally based on achieving certain acceptance milestones.

A contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Deferred revenue balances typically result from advance payments received from customers for product contracts or from billings in excess of revenue recognized on project or services arrangements.

Net sales to Anixter International Inc. and its affiliates (Anixter) accounted for 11% of the Company’s total net sales during both the three and six months ended June 30, 2018. Net sales to Anixter accounted for 12% and 11% of the Company’s total net sales during the three and six months ended June 30, 2017, respectively. Sales to Anixter primarily originate within the CCS segment. Net sales to KGP Companies (KGPCo) accounted for 10% of the Company’s net sales during the three months ended June 30, 2018 but did not exceed 10% for the six months ended June 30, 2018 or the three or six months ended June 30, 2017. KGPCo provides supply chain management to operators deploying wired and wireless networks in the United States (U.S.) and services end-users of both of the Company’s segments. Other than Anixter and KGPCo, no direct customer accounted for 10% or more of the Company’s total net sales for the three or six months ended June 30, 2018 or 2017.

Accounts receivable from Anixter accounted for 10% of the Company’s accounts receivable as of June 30, 2018. Other than Anixter, no direct customer accounted for 10% or more of the Company’s accounts receivable as of June 30, 2018.

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

The following table summarizes the activity in the product warranty accrual, included in other accrued liabilities:

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,						September 30,						June 30,						June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Product warranty accrual, beginning of period	$	20,283		$	18,356		$	21,631		$	17,964		$	16,150		$	20,180		$	16,928		$	21,631
Provision for warranty claims		284			3,435			4,515			7,954			458			2,028			1,878			4,231
Warranty claims paid		(2,033	)		(106	)		(7,751	)		(4,517	)		(1,697	)		(2,029	)		(3,913	)		(5,718	)
Foreign exchange		(62	)		92			77			376			(65	)		104			(47	)		139
Product warranty accrual, end of period	$	18,472		$	21,777		$	18,472		$	21,777		$	14,846		$	20,283		$	14,846		$	20,283

The Company is either a plaintiff or a defendant in certain pending legal matters in the normal course of business. The Company may also be called upon to indemnify certain customers for costs related to products or services sold to such customers. Management believes none of these 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. 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.

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. There were no goodwill impairments identified during the three ~~and nine~~or six months ended ~~September~~June 30, 2018 or 2017. During the nine months ended September 30, 2016, the Company recorded a $15.3 million goodwill impairment charge as a result of the change in its reportable segments. The impairment was recorded in the CCS segment.

Property, plant and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are carried at estimated fair value. ~~During the three months~~Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and ~~nine months ended September 30, 2016,~~are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of ~~revisions to the business plan for a particular product line, the Company determined that certain intangible assets in the CCS segment~~restructuring actions, there were no ~~longer recoverable and a $7.4 million impairment charge was recorded. There were no~~definite-lived intangible or other long-lived asset impairments identified during the three ~~and nine~~or six months ended ~~September~~June 30, 2018 or 2017.

On December 22, 2017, the U.S. government enacted tax reform legislation that reduced the corporate income tax rate from 35% to 21% and included a broad range of complex provisions affecting the taxation of businesses. Generally, financial statement recognition of the new legislation would be required to be completed in the period of enactment; however, in response to the complexities of this new legislation, the Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118 to provide companies with transitional relief. Specifically, when the initial accounting for items under the new legislation is incomplete, the guidance allows the recognition of provisional amounts when reasonable estimates can be made or the continued application of the prior tax law if a reasonable estimate of the effect cannot be made. The SEC staff has provided up to one year from the date of enactment for companies to finalize the accounting for the effects of this new legislation. Although no changes were made to the provisional amounts during the three months or six months ended June 30, 2018, the Company expects to refine the calculations as additional analysis is completed and as a more thorough understanding of the new tax law is reached. The changes made could be material to income tax expense.

The effective income tax rate of ~~24.8%~~36.0% and ~~23.6%~~33.2% for the three and ~~nine~~six months ended ~~September~~June 30, 2018, respectively, was higher than the statutory rate of 21.0% primarily due to the effect of the provision for state income taxes, the impact of earnings in foreign jurisdictions that are taxed at rates higher than the U.S. statutory rate, the impact of the new U.S. anti-deferral provisions and the impact of repatriation taxes. These increases to the effective tax rate were partially offset by the favorable impact of $0.4 million and $4.7 million of excess tax benefits related to equity-based compensation awards for the three and six months ended June 30, 2018, respectively.

The effective income tax rate of 30.3% and 22.9% for the three and six months ended June 30, 2017, respectively, was lower than the statutory rate of 35.0% primarily due to ~~a reduction in tax expense related to~~ the ~~expiration~~favorable impact of ~~statutes of limitations on various uncertain tax positions. In addition, the effective income tax rate was favorably impacted by $0.4~~$4.4 million and ~~$13.5~~$13.1 million of excess tax benefits related to equity-based compensation awards for the three and ~~nine~~six months ended ~~September~~June 30, 2017, respectively. Such benefits, which were previously reflected in additional paid-in capital, are now recognized in income tax expense as a result of the adoption of Accounting Standards Update (ASU) No. 2016-09. See the discussion under Recent Accounting Pronouncements for further information regarding the adoption of this new accounting guidance. Offsetting these decreases for the three and nine months ended September 30, 2017 was the effect of the provision for state income taxes.

The effective income tax rate of 11.4% and 24.6% for the three and nine months ended September 30, 2016, respectively, was lower than the statutory rate of 35.0% primarily due to a reduction in tax expense related to the expiration of statutes of limitations on various uncertain tax positions and the release of valuation allowances related to certain foreign deferred tax assets. The effective income tax rate was also favorably affected by the impact of earnings in foreign jurisdictions that the Company ~~does~~did not plan to repatriate. These earnings ~~are~~were generally taxed at rates lower than the ~~United States (U.S.)~~U.S. statutory rate. Offsetting these decreases for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016~~2017 was the effect of the provision for state income ~~taxes as well as the goodwill impairment for which only partial tax benefits were recorded.~~taxes.

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on net income divided by the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares using the treasury stock method. Potentially dilutive common shares include outstanding equity-based awards (stock options, restricted stock units and performance share units). Certain outstanding equity-based awards were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance conditions were not met ~~(1.7~~(2.2 million shares and ~~1.3~~1.7 million shares for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, and ~~1.4~~0.7 million shares and ~~1.5~~0.5 million shares for the three and ~~nine~~six months ended ~~September 30, 2016, respectively). During the three and nine months ended September~~June 30, 2017, the Company repurchased 2.3 million shares and 4.8 million shares, respectively, of its common stock. The Company did not repurchase any of its common stock during the three and nine months ended September 30, 2016. See Note 11 for more information on the share repurchase programs.respectively).

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

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Numerator:
Net income for basic and diluted earnings per share	$	51,157	$	93,831	$	140,183	$	168,372	$	65,922	$	55,464	$	99,657	$	89,026

Denominator:
Weighted average common shares outstanding - basic		191,824		192,719		192,973		192,275		192,162		193,092		191,767		193,555
Dilutive effect of equity-based awards		3,991		3,879		4,414		3,866		3,024		4,126		3,579		4,618
Weighted average common shares outstanding - diluted		195,815		196,598		197,387		196,141		195,186		197,218		195,346		198,173

Earnings per share:
Basic	$	0.27	$	0.49	$	0.73	$	0.88	$	0.34	$	0.29	$	0.52	$	0.46
Diluted	$	0.26	$	0.48	$	0.71	$	0.86	$	0.34	$	0.28	$	0.51	$	0.45

The Company adopted ASU No. ~~2016-09,~~2014-09, ~~Improvements to Employee Share-Based Payment Accounting,~~Revenue from Contracts with Customers, including all subsequently issued clarifying guidance, on January 1, ~~2017.~~2018. The ~~new standard simplifies several aspects~~core principle of the ~~accounting~~new guidance is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for ~~employee equity-based payment transactions, including~~those goods or services. The Company adopted the ~~income tax consequences, classification~~standard using the modified retrospective approach with the cumulative effect of ~~awards as either equity or liabilities and classification~~applying the standard on the ~~statement~~date of ~~cash flows. Beginning January 1, 2017, the Company~~adoption recognized ~~all excess tax benefits~~ in ~~income tax expense. An income tax benefit of $0.4 million and $13.5 million was recognized~~retained earnings (accumulated deficit).

Revenue recognition for the three and nine months ended September 30, 2017, respectively, under ASU No. 2016-09. The Company recognized a $0.2 million, net of tax, cumulative effect adjustment to retained earnings as a result of its election to change its accounting policy to account for forfeitures as they occur. The impact ofCompany’s product sales remained generally consistent with historical practice. However, the adoption of ASU No. ~~2016-09~~2014-09 resulted in acceleration of revenue recognition for certain project contracts containing integrated product and service obligations, primarily within the CommScope Mobility Solutions (CMS) segment. These multi-element contracts represented less than 2.0% of total net sales for the three and six months ended June 30, 2018 and 2017. For these contracts, certain performance obligations are recognized over time using cost-based input methods, which recognize revenue and cost of sales based on the relationship between actual costs incurred compared to the ~~Condensed Consolidated Statements~~total estimated cost for the performance obligation. Based on contracts in effect at January 1, 2018, the Company recorded a cumulative effect adjustment, net of ~~Cash Flows was to present excess~~ tax, ~~benefits or deficiencies as an operating activity rather than as a financing activity. The Company elected to present~~of $3.4 million, which reduced the ~~impact~~accumulated deficit on the Condensed Consolidated ~~Statements of Cash Flows retrospectively; therefore, the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016~~Balance Sheets. This adjustment reflects an ~~increase to both net cash generated by operating activities and net cash used in financing activities~~acceleration of ~~$8.1~~revenues of $8.0 million.

The impact of adoption of the new revenue recognition standard on our condensed consolidated financial statements was as follows:

The Company ~~also~~ adopted ASU No. ~~2016-15,~~2016-01, ~~Cash Flow Classification~~Recognition and Measurement of ~~Certain Cash Receipts~~Financial Assets and ~~Cash Payments~~Financial Liabilities, on January 1, 2018. This new guidance modifies how entities measure equity investments (except those accounted for under the equity method of accounting) and present changes in the fair value of financial liabilities; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; changes presentation and disclosure requirements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. Adoption of this new guidance did not have a material impact on the consolidated financial statements.

The Company adopted ASU No. 2016-16, Accounting for Income Taxes, Intra-Entity Asset Transfers of Assets Other than Inventory, on January 1, 2018. Under previous guidance, the tax effects of intra-entity asset transfers were deferred until the transferred asset was sold to a third party or otherwise recovered through use. The new guidance eliminates the exception for all intra-entity sales of assets other than inventory. As a result, the tax effect of an intra-entity asset sale would be recognized when the transfer occurs. The Company recorded a cumulative effect adjustment of $2.6 million as of January 1, ~~2017. This guidance amends or clarifies guidance~~2018 that decreased the accumulated deficit on ~~classification~~the Condensed Consolidated Balance Sheets as a result of ~~certain transactions~~this new guidance.

The Company adopted ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, on January 1, 2018. The new standard requires an employer to report the service cost component of net periodic benefit cost in the ~~statement~~same line item as other compensation costs arising from services rendered by the employee and requires the other components of ~~cash flows, including debt extinguishment costs and contingent consideration payments after a business combination. During~~net periodic benefit cost to be reported outside the ~~nine~~subtotal of operating income. Of the total $1.3 million of net periodic benefit income for the three months ended ~~September~~June 30, 2018, $2.3 million of net periodic benefit income was recorded in other income (expense), net, and $1.0 million of net periodic benefit cost was recorded within operating income. Of the total $2.4 million of net periodic benefit income for the six months ended June 30, 2018, $4.6 million of net periodic benefit income was recorded in other income (expense), net, and $2.2 million of net periodic benefit cost was recorded within operating income. The Company utilized the practical expedient and used the amounts disclosed in its employee benefit plans note for the three and six months ended June 30, 2017 as the basis for applying the retrospective presentation requirements. The Company reclassified $1.4 million and $2.8 million of net periodic benefit income from operating income to other income (expense), net for the three and six months ended June 30, 2017, respectively. The adoption of this guidance had no impact on the previously reported income before income taxes or net income for the three or six months ended June 30, 2017.

The Company adopted ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, on January 1, 2018. The new guidance provides targeted improvements to the hedge accounting model intended to allow financial reporting to more closely reflect an entity’s risk management activities and to simplify the application of hedge accounting. Beginning January 1, 2018, the Company has elected to assess the effectiveness of its net investment hedges using the spot rate method. As a result, differences between the spot rate and the forward rate will be amortized on a straight-line basis to other income (expense), net over the life of the contract. See Note 6 for the details on the impact of ~~adoption on~~this change to the Company’s Condensed Consolidated Statements of Cash Flows was to present $14.8 million of debt redemption premium paid as a financing activity rather than as an operating activity. The provisions of this new standard are required to be applied retrospectively; therefore, the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 reflects the payment of $17.8 million of debt redemption premiums as a financing activity rather than as an operating activity.financial statements.

In ~~March 2017,~~February 2018, the Financial Accounting Standards Board (FASB) issued ASU No. ~~2017-07,~~2018-02, ~~Improving the Presentation~~Reclassification of ~~Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~Certain Tax Effects from Accumulated Other Comprehensive Income, which ~~requires an employer~~allows companies to ~~report~~elect reclassification from accumulated other comprehensive income to retained earnings for certain tax effects resulting from the ~~service cost component~~U.S. tax legislation enacted in the same line item as other compensation costs arising from services rendered by the employee and requires the other components of net benefit cost to be reported outside the subtotal of operating income.2017. ASU No. ~~2017-07~~2018-02 is effective for the Company as of January 1, ~~2018~~2019 and ~~must be applied retrospectively. While~~early adoption is permitted. The Company does not expect to elect the ~~Company is still evaluating the impact of~~permitted reclassification and therefore does not expect the new guidance to have an impact on the consolidated financial statements, it does expect the application of this new guidance to decrease operating income. For details on the components of the Company’s annual net periodic benefit cost, see Note 10 to the Company’s audited consolidated financial statements included in the Company’s 2016 Annual Report. The details on the components of the Company’s interim net periodic benefit cost can be found in Note 10 in these Notes to Unaudited Condensed Consolidated Financial Statements.statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test of Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Under the new guidance, an entity will perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize a goodwill impairment charge for the excess of the reporting unit’s carrying amount over its fair value, up to the amount of goodwill allocated to that reporting unit. ASU No. 2017-04 is effective for the Company as of January 1, 2020 and early adoption is permitted. The Company is evaluating the impact of the new guidance on the consolidated financial statements and when it may be adopted.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. The new guidance replaces the current incurred loss method used for determining credit losses on financial assets, including trade receivables, with an expected credit loss method. ASU No. 2016-13 is effective for the Company as of January 1, 2020 and early adoption is permitted. The Company is evaluating the impact of the new guidance on the consolidated financial statements and when it may be adopted.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which supersedes the current leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize assets and lease liabilities for the rights and obligations created by leased assets previously classified as operating leases. ASU No. 2016-02 is effective for the Company ~~as of January 1, 2019 and early adoption is permitted. The Company plans to adopt this new guidance~~ as of January 1, 2019. The Company continues to evaluate the impact of adoption on the consolidated financial statements but expects the only significant impact of the ASU to ~~have a material impact on its Condensed Consolidated Balance Sheets as a result~~be the recognition of ~~the requirement to recognize~~ right-of-use assets and lease liabilities.

(In ~~January 2016, the FASB issued ASU No. 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities, which modifies how entities measure equity investments~~ ~~(except those accounted for under the equity method of accounting)~~ and present changes in the fair value of financial liabilities; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; changes presentation and disclosure requirements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The guidance is effective for the Company as of January 1, 2018 and, with the exception of certain provisions, early adoption is not permitted. The Company does not expect the new guidance to have a material impact on the consolidated financial statements.thousands, unless otherwise noted)

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~. The standard defines a single comprehensive model of accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The Company will be required to adopt the new standard, including subsequently issued clarifying guidance, as of January 1, 2018 using either: (i) full retrospective application to each prior reporting period presented; or (ii) modified retrospective application with the cumulative effect of initially applying the standard recognized at the date of initial application and providing certain additional required disclosures. The Company plans to adopt the new accounting model as of January 1, 2018 using the modified retrospective method.

The Company has completed an impact assessment and determined that adoption of the standard will likely result in an acceleration of when revenues are recognized for certain contracts containing multiple performance obligations. These contract revenues are currently accounted for using the multi-element guidance and are primarily for certain metro cell, distributed antenna system (DAS) and small cell solutions within the CommScope Mobility Solutions (CMS) segment. These multi-element revenue contracts represented less than 2% of total net sales for the three and nine months ended September 30, 2017. Due to the short-term nature of most of the contracts, the impact to the Company’s consolidated financial statements at adoption will be based on customer-specific contract terms in effect at that time and could be significant.

The Company is in the process of implementing the necessary changes to its accounting policies, processes, internal controls and information systems that will be required to meet the new standard’s reporting and disclosure requirements.

On August 1, 2017, the Company acquired Cable Exchange in an all cash transaction. The Company paid $108.7 million ($105.2 million net of cash acquired) and recorded a $14.5 million liability for the remaining payments due. Cable Exchange is a quick-turn supplier of fiber optic and copper assemblies for data, voice and video communications. Net sales of Cable Exchange products are reflected in the ~~Condensed Consolidated Statement of Operations and Comprehensive Income~~CCS segment for the three and six months ended ~~September~~June 30, ~~2017~~2018 and were not ~~material to the CCS segment.~~material.

The preliminary allocation of the purchase price, based on estimates of the fair values of the assets acquired and liabilities assumed, is as follows (in millions):

The goodwill arising from the purchase price allocation of the Cable Exchange acquisition is believed to result from the Company’s reputation in the marketplace and assembled workforce and is expected to be deductible for income tax purposes.

As additional information is obtained, adjustments may be made to the preliminary purchase price allocation. The Company is still finalizing the estimated fair value of certain ~~tangible and intangible assets acquired and~~ liabilities assumed.

On August 28, 2015, the Company acquired TE Connectivity’s BNS business for approximately $3.0 billion in an all-cash transaction. During the nine months ended September 30, 2016, the Company received $3.7 million in net settlements for certain adjustments related to the BNS acquisition. Also during the three and nine months ended September 30, 2016, the Company recorded measurement period adjustments primarily related to the finalization of the valuation of inventory, intangible assets, plant and equipment, pension liabilities and deferred taxes. The impact of these measurement period adjustments was not material to the Company’s results.

The following table presents net sales by reportable segment, disaggregated based on contract type (in millions):

Further information on net sales by reportable segment and geographic region is included in Note 8.

The following table provides the balance sheet location and amounts of contract assets and liabilities from contracts with customers as of June 30, 2018 and December 31, 2017.

There were no material changes to contract asset balances for the three or six months ended June 30, 2018 as a result of changes in estimates or impairments. The full amount of the deferred revenue balance as of June 30, 2018 was classified as a current liability as the Company expects to recognize these amounts over the next twelve months.

	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Compensation and employee benefit liabilities	$	89,864	$	169,923	$	102,292	$	97,522
Accrued interest		48,787		8,586		18,610		23,485
Deferred revenue		17,340		25,859		11,888		12,611
Product warranty accrual		18,472		21,631		14,846		16,928
Restructuring reserve		17,479		30,438		14,211		24,961
Income taxes payable		16,378		49,984		23,708		16,949
Purchase price payable						10,717		2,098
Value-added taxes payable		12,860		14,885		18,683		11,838
Accrued professional fees		9,664		10,621		9,505		10,224
Other		78,511		97,470		73,295		70,364
	$	309,355	$	429,397	$	297,755	$	286,980

The following table presents changes in accumulated other comprehensive income (AOCI), net of tax, and accumulated other comprehensive loss (AOCL), net of tax:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
Foreign currency translation
Balance at beginning of period	$	(127,048	)	$	(160,927	)	$	(254,148	)	$	(160,620	)
Other comprehensive income		47,087			8,604			173,920			7,991
Amounts reclassified from AOCL		—			6			267			312
Balance at end of period	$	(79,961	)	$	(152,317	)	$	(79,961	)	$	(152,317	)

Defined benefit plan activity
Balance at beginning of period	$	(34,202	)	$	(20,702	)	$	(33,473	)	$	(17,567	)	$	(5,985	)	$	(213,797	)	$	(52,770	)	$	(254,148	)
Other comprehensive income (loss)		—			345			—			(1,385	)		(108,544	)		86,749			(61,759	)		126,833
Amounts reclassified from AOCL		(353	)		(721	)		(1,082	)		(2,126	)		—			—			—			267
Balance at end of period	$	(34,555	)	$	(21,078	)	$	(34,555	)	$	(21,078	)	$	(114,529	)	$	(127,048	)	$	(114,529	)	$	(127,048	)

Net investment hedge
Balance at beginning of period	$	(3,351	)	$	—		$	—		$	—		$	(5,579	)	$	(355	)	$	(4,981	)	$	—
Other comprehensive loss		(1,471	)		—			(4,822	)		—
Other comprehensive income (loss)														3,051			(2,996	)		2,453			(3,351	)
Balance at end of period													$	(2,528	)	$	(3,351	)	$	(2,528	)	$	(3,351	)

Defined benefit plan activity
Balance at beginning of period													$	(30,284	)	$	(33,842	)	$	(28,852	)	$	(33,473	)
Amounts reclassified from AOCL														(1,291	)		(360	)		(2,723	)		(729	)
Balance at end of period	$	(4,822	)	$	—		$	(4,822	)	$	—		$	(31,575	)	$	(34,202	)	$	(31,575	)	$	(34,202	)

Available-for-sale securities
Balance at beginning of period	$	1,685		$	4,375		$	2,508		$	6,509		$	—		$	3,817		$	—		$	2,508
Other comprehensive income (loss)		(154	)		(257	)		3,159			(1,652	)
Other comprehensive income														—			1,616			—			3,314
Amounts reclassified from AOCI		(1,531	)		—			(5,667	)		(739	)		—			(3,748	)		—			(4,137	)
Balance at end of period	$	—		$	4,118		$	—		$	4,118		$	—		$	1,685		$	—		$	1,685
Net AOCL at end of period	$	(119,338	)	$	(169,277	)	$	(119,338	)	$	(169,277	)	$	(148,632	)	$	(162,916	)	$	(148,632	)	$	(162,916	)

Amounts reclassified from net AOCL related to foreign currency translation, ~~and~~ available-for-sale securities and defined benefit plans are recorded in other income (expense), net in the Condensed Consolidated Statements of Operations and Comprehensive Income. Defined benefit plan amounts reclassified from net AOCL are included in the computation of net periodic benefit cost (income) and are primarily recorded in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.Income (Loss).

	September 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
5.00% senior notes due March 2027	$	750,000		$	—		$	750,000		$	750,000
6.00% senior notes due June 2025		1,500,000			1,500,000			1,500,000			1,500,000
5.50% senior notes due June 2024		650,000			650,000			650,000			650,000
5.00% senior notes due June 2021		650,000			650,000			650,000			650,000
4.375% senior secured notes due June 2020		—			500,000
Senior secured term loan due December 2022		1,071,250			1,234,375			886,250			886,250
Senior secured term loan due January 2018		—			111,875
Senior secured revolving credit facility expires May 2020		—			—			—			—
Total principal amount of debt	$	4,621,250		$	4,646,250		$	4,436,250		$	4,436,250
Less: Original issue discount, net of amortization		(4,282	)		(5,857	)		(3,092	)		(3,389	)
Less: Debt issuance costs, net of amortization		(68,952	)		(78,383	)		(58,949	)		(63,460	)
Less: Current portion		—			(12,500	)
Total long-term debt	$	4,548,016		$	4,549,510		$	4,374,209		$	4,369,401

See Note 6 in the Notes to Consolidated Financial Statements in the ~~2016~~2017 Annual Report for additional information on the terms and conditions of the 6.00% senior notes (the 2025 Notes), the 5.50% senior notes (the 2024 Notes), the 5.00% senior notes (the 2021 Notes), the 4.375% senior secured notes (the 2020 Notes) and the senior secured term loans and credit facility.

In March 2017, CommScope Technologies LLC (CommScope Technologies), a wholly owned subsidiary of the Company, issued $750.0 million of 5.00% Senior Notes due March 15, 2027 (the 2027 Notes). Interest is payable on the 2027 Notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. The Company used the proceeds of the issuance of the 2027 Notes, together with cash on hand, to (i) redeem all of the 2020 Notes, (ii) repay a portion of the outstanding borrowings under its senior secured term loans, including all $111.9 million of outstanding principal on the senior secured term loan due 2018 and $138.1 million of outstanding principal on the senior secured term loan due 2022 (the 2022 Term Loan), and (iii) pay related fees and expenses. The redemption of the 2020 Notes resulted in a $14.8 million charge which is reflected in other income (expense), net. In connection with the redemption of the 2020 Notes and prepayments of the senior secured term loans, $9.6 million ofCompany’s debt ~~issuance costs and original issue discount were written off and included in interest expense.~~obligations.

CommScope, Inc., a wholly owned subsidiary of the Company, and each of CommScope, Inc.’s existing and future domestic subsidiaries (other than CommScope Technologies) that guarantee the senior secured credit facilities also guarantees the 2027 Notes on a senior unsecured basis, subject to certain exceptions. The 2027 Notes rank senior in right of payment with all of CommScope Technologies’ and the guarantors’ future subordinated indebtedness and equally in right of payment with all of CommScope Technologies’ and the guarantors’ existing and future senior indebtedness, including the senior secured credit facilities, the 2025 Notes, the 2024 Notes and the 2021 Notes. The 2027 Notes and guarantees are effectively junior to all of CommScope Technologies’ and the guarantors’ existing and future secured indebtedness, including the senior secured credit facilities, to the extent of the value of the assets securing such secured indebtedness. In addition, the 2027 Notes are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the 2027 Notes, including indebtedness incurred by certain of CommScope, Inc.’s non-U.S. subsidiaries under the revolving credit facility.

The 2027 Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2027 Notes may be redeemed at the option of the holders at 101% of their principal amount, plus accrued and unpaid interest. The 2027 Notes may be redeemed on or after March 15, 2022 at the redemption prices specified in the indenture governing the 2027 Notes. Prior to March 15, 2022, the 2027 Notes may be redeemed at a redemption price equal to 100% of the aggregate principal amount of the 2027 Notes to be redeemed, plus a make-whole premium (as specified in the indenture governing the 2027 Notes), plus accrued and unpaid interest. At any time prior to March 15, 2020, CommScope Technologies may also redeem up to 40% of the aggregate principal amount of the 2027 Notes at a redemption price of 105%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with issuing the 2027 Notes, the Company paid $7.2 million of debt issuance costs during the nine months ended September 30, 2017, which was recorded as a reduction of the carrying amount of the debt and is being amortized over the term of the notes.

During May 2017, the Company amended the 2022 Term Loan to reduce the interest rate margin. The interest rate is, at the Company’s option, either (1) the base rate (as described in the credit agreement, as amended) plus a margin of 1.00% or (2) one-, two-, three- or six-month LIBOR or, if available from all lenders, twelve-month LIBOR (selected at the Company’s option) plus a margin of 2.00%. Before the amendment, the margin on the interest rate with respect to base rate loans was 1.50% and with respect to LIBOR loans was 2.50%. The amendment also reduced the 1.75% base rate floor to 1.00% and eliminated the 0.75% LIBOR floor. The amendment resulted in the repayment of $30.4 million to certain lenders under the senior secured credit facilities and the receipt of $30.4 million in proceeds from new lenders and existing lenders who increased their positions. In conjunction with the amendment, the Company recorded $1.1 million of debt modification costs in other income (expense), net.

During the quarter ended September 30, 2017, the Company repaid $25.0 million of the 2022 Term Loan. In connection with this voluntary repayment, $0.5 million of original issue discount and debt issuance costs were written off and included in interest expense.

No portion of the senior secured term loan was reflected as a current portion of long-term debt as of ~~September~~June 30, ~~2017~~2018 related to the potentially required excess cash flow payment because the amount that may be payable in ~~2018,~~2019, if any, cannot currently be reliably estimated. There was no excess cash flow payment required in ~~2017~~2018 related to ~~2016.~~2017.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the Company did not borrow under its revolving credit facility. As of ~~September~~June 30, ~~2017,~~2018, the Company had availability of ~~approximately $415.8~~$506.4 million under the asset-based revolving credit facility, after giving effect to borrowing base limitations and outstanding letters of credit.

The ~~following table summarizes scheduled maturities of long-term debt as of September 30, 2017 (in millions):~~

~~The~~ Company’s non-guarantor subsidiaries held ~~$2,603~~$2,454 million, or ~~36%~~35%, of total assets and ~~$532~~$547 million, or 10%, of total liabilities as of ~~September~~June 30, ~~2017~~2018 and accounted for ~~$494~~$471 million, or ~~44%~~38%, and ~~$1,405~~$935 million, or ~~41%~~40%, of net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively. As of December 31, ~~2016,~~2017, the non-guarantor subsidiaries held ~~$2,211~~$2,587 million, or ~~31%~~37%, of total assets and ~~$615~~$569 million, or 11%, of total liabilities. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, the non-guarantor subsidiaries accounted for ~~approximately $526~~$471 million, or ~~41%~~40%, and ~~$1,586~~$911 million, or ~~$42%~~39%, of net sales, respectively. All amounts presented exclude intercompany balances.

The weighted average effective interest rate on outstanding borrowings, including the amortization of debt issuance costs and original issue discount, was ~~5.34%~~5.58% and ~~5.24%~~5.45% at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

The Company uses forward contracts to hedge a portion of its balance sheet foreign exchange re-measurement risk and to hedge certain planned foreign currency expenditures. As of ~~September~~June 30, ~~2017,~~2018, the Company had foreign exchange contracts outstanding with maturities of up to ~~twelve~~fourteen months and aggregate notional values of ~~$291~~$421 million (based on exchange rates as of ~~September~~June 30, ~~2017)~~2018). Unrealized gains and losses resulting from these contracts are recognized in other income (expense), net and partially offset corresponding foreign exchange gains and losses on the balances and expenditures being hedged. These instruments are not held for speculative or trading purposes, ~~and~~ are not designated as hedges for hedge accounting purposes and are marked to market each period through earnings.

The following table presents the balance sheet location and fair value of the Company’s derivatives not designated as hedging instruments:

		Fair Value of Asset (Liability)							Fair Value of Asset (Liability)
	Balance Sheet Location	September 30, 2017			December 31, 2016			Balance Sheet Location	June 30, 2018			December 31, 2017
Foreign currency contracts	Prepaid expenses and other current assets	$	9,584		$	289		Prepaid expenses and other current assets	$	1,908		$	9,050
Foreign currency contracts	Other accrued liabilities		(154	)		(8,349	)	Other accrued liabilities		(5,037	)		(574	)
Foreign currency contracts								Other noncurrent liabilities		(309	)		—
Total derivatives not designated as hedging instruments		$	9,430		$	(8,060	)		$	(3,438	)	$	8,476

The pretax impact of these foreign currency forward contracts, both matured and outstanding, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:

~~During 2017, the~~The Company ~~entered into~~has a hedging strategy to designate certain foreign exchange ~~forward~~ contracts ~~that are designated~~ as net investment hedges ~~and are intended~~ to mitigate a portion of the foreign currency risk on the ~~Euro~~euro net investment in a foreign subsidiary. As of ~~September~~June 30, ~~2017,~~2018, the Company held designated forward contracts with outstanding maturities of ~~less than three~~up to six months and an aggregate notional ~~values~~value of ~~$75.0~~$55.0 million.

In the first quarter of 2018, the Company changed the method used to assess the effectiveness of its net investment hedges from the forward rate method to the spot rate method. The Company believes the spot rate method better aligns with the underlying foreign currency exposure of the hedged net investment. Effective January 1, 2018, the spot-forward differences of the designated forward contracts are excluded from hedge effectiveness at inception and are recognized on a straight-line basis to other income (expense), net over the life of each contract. The amortization of the spot-forward differences was not material for the three or six months ended June 30, 2018.

Hedge effectiveness is assessed each quarter based on the net investment in the foreign subsidiary designated as the hedged item and the ~~overall~~ changes in the fair value of ~~the~~designated forward ~~contracts.~~contracts based on spot rates. For hedges that meet the effectiveness requirements, changes in fair value are recorded as a component of other comprehensive income (loss), net of tax. ~~Any change in fair value that is the result of~~

~~ineffectiveness is recognized immediately in earnings.~~ As of ~~September~~June 30, ~~2017,~~2018, there was no ineffectiveness on the instruments designated as net investment hedges.

The following table presents the balance sheet location and fair value of the ~~derivatives~~derivative instruments designated as net investment hedges:

The after tax impact of the effective portion of the forward contracts designated as net investment hedging instruments on the Condensed Consolidated Statements of Operations and Comprehensive Income is as follows:

The after-tax impact of the effective portion of the forward contracts designated as net investment hedging instruments, both matured and outstanding, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) is as follows:

The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, ~~available-for-sale securities,~~ debt instruments and foreign currency contracts. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017 were considered representative of their fair values due to their short terms to maturity. ~~The fair value of the Company’s available-for-sale securities was based on quoted market prices.~~ The fair values of the Company’s debt instruments and foreign currency contracts were based on indicative quotes.

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

The carrying amounts, estimated fair values and valuation input levels of the Company’s ~~available-for-sale securities,~~ foreign currency contracts and debt instruments as of ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, are as follows:

	September 30, 2017				December 31, 2016					June 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Valuation Inputs	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Valuation Inputs
Assets:
Available-for-sale securities	$	—	$	—	$	5,212	$	5,212	Level 1
Foreign currency contracts		9,584		9,584		289		289	Level 2	$	4,227	$	4,227	$	9,050	$	9,050	Level 2
Liabilities:
5.00% senior notes due 2027		750,000		753,975		—		—	Level 2		750,000		705,975		750,000		753,750	Level 2
6.00% senior notes due 2025		1,500,000		1,606,950		1,500,000		1,585,350	Level 2		1,500,000		1,531,950		1,500,000		1,591,800	Level 2
5.50% senior notes due 2024		650,000		682,500		650,000		673,530	Level 2		650,000		653,250		650,000		676,780	Level 2
5.00% senior notes due 2021		650,000		666,250		650,000		669,500	Level 2		650,000		650,000		650,000		661,375	Level 2
4.375% senior secured notes due 2020		—		—		500,000		513,100	Level 2
Senior secured term loan due 2022, at par		1,071,250		1,080,597		1,234,375		1,245,145	Level 2		886,250		889,551		886,250		892,343	Level 2
Senior secured term loan due 2018, at par		—		—		111,875		112,364	Level 2
Foreign currency contracts		7,932		7,932		8,349		8,349	Level 2		5,346		5,346		977		977	Level 2

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

The CommScope Connectivity Solutions (CCS) segment provides innovative fiber optic and copper cable and connectivity solutions for use in data centers and ~~network intelligence~~business enterprise, telecommunications, cable television and residential broadband networks. The CCS portfolio includes solutions for indoor and outdoor network applications. Indoor network solutions are found in commercial buildings and in the network core, which includes data centers, central offices and cable television headends. These solutions include optical fiber and twisted pair structured cabling solutions, intelligent infrastructure management hardware and software, ~~network rack and cabinet enclosures,~~high-density fiber optic connectivity, fiber management systems, patch cords and panels, pre-terminated fiber connectivity, complete cabling systems and cable assemblies ~~central office connectivity~~for use in offices and ~~equipment and headend solutions for the network core.~~data centers. Outdoor network solutions are found in both local-area and wide-area networks and “last-mile” fiber-to-the-home ~~installations.~~installations, including deployments of fiber-to-the-node (FTTN), fiber-to-the-premises (FTTP) and fiber-to-the-distribution point (FTTdP) to homes, businesses and cell sites. These solutions support the multichannel video, voice and high-speed data services provided by telecommunications operators and multi-system operators. The Company’s fiber optic connectivity solutions are primarily comprised of hardened connector systems, fiber distribution hubs and management systems, couplers and splitters, ~~“plug~~plug and ~~play”~~play multiport service terminals, hardened optical terminating enclosures, high density cable assemblies, splices and splice closures.

The CommScope Mobility Solutions (CMS) segment provides ~~merchant radio frequency (RF)~~the integral building blocks for cellular base station sites and related connectivity; indoor, small cell and distributed antenna wireless systems; and wireless network ~~connectivity solutions as well as metro cell, DAS~~backhaul planning and ~~small cell solutions to enable carriers’ 2G, 3G~~optimization products and ~~4G networks and to begin to prepare for their 5G needs.~~services. These solutions enable wireless operators to increase spectral efficiency and enhance cellular coverage and capacity in challenging network conditions such as commercial buildings, urban areas, stadiums and transportation systems. The CMS segment focuses on all aspects of the radio access network (RAN) from the macro through the metro, to the indoor layer. Macro cell solutions can be found at wireless tower sites and on rooftops and include base station antennas, microwave antennas, hybrid fiber-feeder and power cables, coaxial cables, connectors and filters. Metro cell solutions can be found on street poles and on other urban, outdoor structures and include RFradio frequency (RF) delivery and connectivity solutions, equipment housing and concealment. These fully integrated outdoor systems ~~comprise~~are comprised of specialized antennas, filters/combiners, backhaul solutions, intra-system cabling and power distribution, all minimized to fit an urban environment. ~~DAS~~Distributed antenna systems and small cell indoor solutions allow wireless operators to increase spectral efficiency and thereby extend and enhance cellular coverage and capacity in challenging network conditions.

The following table provides summary financial information by reportable segment (in millions):

	September 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
Identifiable segment-related assets:
CCS	$	4,657.9	$	4,507.5	$	4,468.5	$	4,546.0
CMS		2,032.6		2,159.4		2,043.5		1,995.8
Total identifiable segment-related assets		6,690.5		6,666.9		6,512.0		6,541.8
Reconciliation to total assets:
Cash and cash equivalents		411.2		428.2		545.7		454.0
Deferred income tax assets		44.8		46.9		48.2		45.9
Total assets	$	7,146.5	$	7,142.0	$	7,105.9	$	7,041.7

The following table provides net sales, adjusted operating income, depreciation expense and additions to property, plant and equipment by reportable segment (in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended							Six Months Ended
	September 30,						September 30,						June 30,							June 30,
	2017			2016			2017			2016			2018			2017			��	2018			2017
Net sales:
CCS	$	708.7		$	819.2		$	2,116.0		$	2,284.2		$	740.5		$	725.7			$	1,414.1		$	1,407.3
CMS		420.1			474.7			1,324.2			1,460.5			499.4			448.4				946.3			904.1
Consolidated net sales	$	1,128.8		$	1,293.9		$	3,440.2		$	3,744.7		$	1,239.9		$	1,174.1			$	2,360.4		$	2,311.4

Segment adjusted operating income:
CCS	$	139.3		$	189.5		$	400.9		$	492.8		$	142.9		$	145.6			$	251.6		$	260.2
CMS		84.2			107.2			282.3			306.3			108.2			95.4				188.1			196.8
Total segment adjusted operating income		223.5			296.7			683.2			799.1			251.1			241.0				439.7			457.0
Amortization of intangible assets		(68.3	)		(74.6	)		(202.9	)		(224.3	)		(66.4	)		(67.0	)			(133.7	)		(134.6	)
Restructuring costs, net		(5.4	)		(10.8	)		(24.5	)		(24.5	)		(7.2	)		(13.8	)			(12.7	)		(19.2	)
Equity-based compensation		(11.0	)		(8.4	)		(31.6	)		(26.6	)		(11.8	)		(11.2	)			(22.4	)		(20.6	)
Asset impairments		—			(7.4	)		—			(22.7	)
Integration and transaction costs		(12.0	)		(14.8	)		(38.2	)		(45.1	)		(1.0	)		(12.6	)			(2.5	)		(26.2	)
Purchase accounting adjustments		—			—			—			(0.6	)
Consolidated operating income	$	126.8		$	180.7		$	386.0		$	455.3		$	164.7		$	136.4			$	268.4		$	256.4

Depreciation expense:
CCS	$	14.6		$	13.7		$	43.5		$	40.3		$	14.2		$	14.5			$	28.3		$	28.9
CMS		6.0			6.5			17.3			19.9			5.7			5.7				11.2			11.3
Consolidated depreciation expense	$	20.6		$	20.2		$	60.8		$	60.2		$	19.9		$	20.2			$	39.5		$	40.2

Additions to property, plant and equipment:
CCS	$	12.9		$	13.0		$	33.4		$	38.5		$	12.6		$	11.7			$	21.4		$	20.5
CMS		7.7			4.5			17.8			11.2			4.6			6.0				9.4			10.1
Consolidated additions to property, plant and equipment	$	20.6		$	17.5		$	51.2		$	49.7		$	17.2		$	17.7			$	30.8		$	30.6

Sales to customers located outside of the U.S. comprised ~~47.3%~~42.4% and ~~45.1%~~44.0% of total net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared to ~~45.0%~~45.2% and ~~46.3%~~44.1% of total net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively. Sales by geographic region, based on the destination of product shipments, were as follows (in millions):

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
United States	$	595.3	$	712.2	$	1,887.5	$	2,011.2	$	714.6	$	643.9	$	1,322.1	$	1,292.2
Europe, Middle East and Africa		231.0		233.9		698.6		693.4		253.4		235.8		503.1		467.6
Asia Pacific		218.6		245.9		604.3		736.2		183.2		203.8		371.8		385.7
Central and Latin America		62.2		69.2		177.1		212.4
Caribbean and Latin America										61.6		56.1		117.7		114.9
Canada		21.7		32.7		72.7		91.5		27.1		34.5		45.7		51.0
Consolidated net sales	$	1,128.8	$	1,293.9	$	3,440.2	$	3,744.7	$	1,239.9	$	1,174.1	$	2,360.4	$	2,311.4

~~Prior~~The Company incurs costs associated with restructuring initiatives intended to ~~the acquisition of the BNS business in 2015, the Company initiated restructuring actions to realign~~improve overall operating performance and lower its cost structure primarily through workforce reductions and other cost reduction initiatives, including the cessation of manufacturing operations at various facilities. Production capacity from these facilities has been shifted to other existing facilities or unaffiliated suppliers. These actions are referred to as cost alignment restructuring actions. Following the acquisition of BNS, the Company initiated a series of restructuring actions, which are currently ongoing, to integrate the BNS operations (BNS integration restructuring actions) to achieve cost synergies. All chargesprofitability. The costs related to ~~these~~ restructuring actions are ~~reported in restructuring costs, net.~~

~~The Company’s net pretax restructuring charges (credits), by segment, were as follows:~~

~~The liability for restructuring actions is~~generally composed of employee-related costs, lease termination costs and fixed asset related costs. Employee-related costs include the expected severance costs and related benefits as well as one-time severance benefits that are accrued over the remaining period employees are required to work in order to receive such benefits. Lease termination costs ~~relate to~~include the discounted cost of unused leased facilities, net of anticipated sub-rental income. Fixed asset related costs include non-cash impairments or fixed asset disposals associated with restructuring actions in addition to the cash costs to uninstall, pack, ship and reinstall manufacturing equipment and the costs to prepare the receiving facility to accommodate relocated equipment. Fixed asset related costs are expensed as incurred. Cash paid is net of proceeds received from the sale of related assets.

As a result of restructuring and consolidation actions, the Company owns unutilized real estate at various facilities in the U.S. and internationally. The Company is attempting to sell or lease this unutilized space. Additional impairment charges may be incurred related to these or other excess assets.

The ~~activity within the liability established for the cost alignment~~Company’s net pretax restructuring ~~actions was~~charges, by segment, were as follows:

Employee-
Related
Costs

Lease
Termination
Costs

Fixed Asset
Related
Costs

Total

Balance at June 30, 2017

$
359

$
5,319

$
—

$
5,678

Additional charge recorded

86

66

—

152

Cash paid

—

(249
)

—

(249
)
Foreign exchange and other non-cash items

15

—

—

15

Balance at September 30, 2017

$
460

$
5,136

$
—

$
5,596

Balance at December 31, 2016

$
311

$
6,050

$
—

$
6,361

Additional charge (credit) recorded

86

(168
)

—

(82
)
Cash paid

—

(746
)

—

(746
)
Foreign exchange and other non-cash items

63

—

—

63

Balance at September 30, 2017

$
460

$
5,136

$
—

$
5,596

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
CCS	$	4,687	$	9,596	$	7,058	$	14,352
CMS		2,531		4,177		5,610		4,809
Total	$	7,218	$	13,773	$	12,668	$	19,161

~~The~~Restructuring reserves were included in the Company’s Condensed Consolidated Balance Sheets as follows:

Prior to the acquisition of TE Connectivity’s Broadband Network Solutions (BNS) business in August 2015, the Company ~~has recognized~~initiated restructuring ~~charges~~actions to realign and lower its cost structure, primarily through workforce reductions and other cost reduction initiatives, including the cessation of ~~$88.9~~manufacturing operations at various facilities. As of June 30, 2018, these actions were substantially complete except for a $4.4 million ~~since January 2011~~liability for ~~cost alignment restructuring actions. Additional pretax~~lease termination costs, ~~of $0.5 million are expected~~for which the Company expects to ~~be incurred to complete these previously announced initiatives. Cash~~make cash payments of ~~$1.0~~$0.9 million ~~are expected~~ during the remainder of ~~2017 with additional expected~~2018 and make the remaining payments of ~~$5.1~~$3.5 million between ~~2018~~2019 and 2022.

Following the acquisition of BNS, the Company initiated a series of restructuring actions, which are currently ongoing, to integrate and streamline operations and achieve cost synergies. The activity within the liability established for the BNS integration restructuring actions was as follows:

	Employee- Related Costs			Lease Termination Costs			Fixed Asset Related Costs			Total			Employee- Related Costs			Lease Termination Costs			Fixed Asset Related Costs			Total
Balance at June 30, 2017	$	31,380		$	841		$	—		$	32,221
Balance at March 31, 2018													$	16,097		$	904		$	—		$	17,001
Additional charge recorded		2,789			273			2,146			5,208			7,092			151			(83	)		7,160
Cash paid		(15,289	)		(184	)		(25	)		(15,498	)		(8,131	)		(378	)		(248	)		(8,757	)
Consideration received		—			—			14			14			—			—			2,235			2,235
Foreign exchange and other non-cash items		16			—			(2,135	)		(2,119	)		(503	)		(25	)		(1,904	)		(2,432	)
Balance at September 30, 2017	$	18,896		$	930		$	—		$	19,826
Balance at December 31, 2016	$	32,740		$	371		$	—		$	33,111
Balance at June 30, 2018													$	14,555		$	652		$	—		$	15,207

Balance at December 31, 2017													$	25,588		$	1,080		$	—		$	26,668
Additional charge recorded		21,029			979			2,595			24,603			11,030			809			708			12,547
Cash paid		(34,974	)		(420	)		(550	)		(35,944	)		(21,823	)		(1,222	)		(395	)		(23,440	)
Consideration received		—			—			2,699			2,699			—			—			4,514			4,514
Foreign exchange and other non-cash items		101			—			(4,744	)		(4,643	)		(240	)		(15	)		(4,827	)		(5,082	)
Balance at September 30, 2017	$	18,896		$	930		$	—		$	19,826
Balance at June 30, 2018													$	14,555		$	652		$	—		$	15,207

The BNS integration actions include the announced closures or reduction in activities at various U.S. and international facilities as well as headcount reductions in sales, marketing and administrative functions. The Company has recognized restructuring charges of ~~$91.1~~$122.2 million since the BNS acquisition for integration actions. No significant additional restructuring charges are expected to be incurred to complete the previously announced BNS integration initiatives. ~~Cash~~The Company expects to make cash payments of ~~$7.7~~$10.2 million ~~are expected~~ during the remainder of ~~2017 with~~2018 and additional ~~expected~~cash payments of ~~$12.1~~$5.0 million between ~~2018~~2019 and 2022. Future ~~BNS integration activities are expected to~~restructuring actions may be identified and the resulting ~~amounts~~charges and cash requirements may be material.

~~Restructuring reserves related to all actions were included in the Company’s Condensed Consolidated Balance Sheets as follows:~~10. EMPLOYEE BENEFIT PLANS

~~10. EMPLOYEE BENEFIT PLANS~~Service cost is primarily included in cost of sales and selling, general and administrative expenses while the other components of net periodic benefit cost (income) are included in other income (expense), net.

The Company contributed ~~$3.4~~$4.6 million and ~~$5.0~~$5.7 million to its defined benefit pension plans ~~and postretirement benefit plans~~ during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively. During the remainder of ~~2017,~~2018, the Company anticipates making additional contributions of approximately ~~$3.6~~$3.4 million to these plans.

During the first quarter of 2018, the Company communicated its intent to terminate a significant U.S. defined benefit ~~plans.~~pension plan. The Company contributed $3.0 million to the plan during the three and six months ended June 30, 2018, which was needed to substantially fund the termination of the plan, which will be effected through the purchase of annuities. This contribution is included in the contributed amounts discussed above. Upon termination, which is expected in late 2018 or early 2019, the Company expects to recognize a pretax charge in other income (expense), net, primarily related to unrecognized net actuarial losses currently recorded in accumulated other comprehensive loss of $27 million to $29 million.

The Company has amended certain of its U.S. postretirement medical plans to terminate benefits as of December 31, 2018. The Company expects to recognize a pretax gain in other income (expense), net, in the fourth quarter of 2018 related to unrecognized prior service credits and unrecognized net actuarial gains currently recorded in accumulated other comprehensive loss of $9 million to $10 million.

On ~~February 23,~~August 3, 2017, the Company announced its Board of Directors had authorized the repurchase of up to $100.0 million of the Company’s outstanding common stock. ~~The Company completed this repurchase plan in the first half of the year and~~No shares were repurchased ~~$100.0 million of its common stock, or 2.5 million shares, at an average cost of $40.23 per share. The Company had no remaining authorization~~ under ~~this stock repurchase program at September 30, 2017.~~

~~On August 3, 2017, the Company announced its Board of Directors had authorized another repurchase of up to $100.0 million of the Company’s outstanding common stock. Under~~ this plan during the three ~~and nine~~or six months ended ~~September~~June 30, ~~2017,~~2018. The remaining authorization under the ~~Company repurchased $75.0 million of its common stock, or 2.3 million shares, at an average cost of $32.47 per share. The Company has~~plan was $25.0 million ~~remaining authorized under this stock repurchase program~~ at ~~September~~June 30, ~~2017. The repurchase authorization~~2018 and expires on July 31, 2018.

As of ~~September~~June 30, ~~2017, $70.6~~2018, $80.9 million of unrecognized compensation costs related to unvested stock options, restricted stock units (RSUs) and performance share units (PSUs) are expected to be recognized over a remaining weighted average period of ~~1.4~~1.5 years. There were no significant capitalized equity-based compensation costs at ~~September~~June 30, ~~2017.~~2018.

The following table shows ~~a summary~~the location of ~~the~~ equity-based compensation expense ~~included in~~on the ~~Condensed Consolidated Statements~~statement of ~~Operations and Comprehensive Income:~~operations:

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Selling, general and administrative	$	8,365	$	6,409	$	24,041	$	20,306	$	9,023	$	8,517	$	17,063	$	15,676
Cost of sales		1,386		1,104		4,001		3,551		1,501		1,418		2,833		2,615
Research and development		1,223		862		3,530		2,764		1,324		1,251		2,500		2,307
Total equity-based compensation expense	$	10,974	$	8,375	$	31,572	$	26,621	$	11,848	$	11,186	$	22,396	$	20,598

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

~~The following table summarizes the stock option activity (in thousands, except per share data):~~

Shares

Weighted
Average Option
Exercise Price
Per Share

Weighted
Average Remaining Contractual Term in Years

Aggregate
Intrinsic Value

Options outstanding at June 30, 2017

4,990

$
13.03

Granted

—

$
—

Exercised

(36
)

$
8.22

Forfeited

(18
)

$
35.74

Options outstanding at September 30, 2017

4,936

$
12.98

4.4

$
102,118

Options outstanding at December 31, 2016

5,497

$
10.33

Granted

484

$
38.00

Exercised

(957
)

$
9.20

Forfeited

(88
)

$
26.14

Options outstanding at September 30, 2017

4,936

$
12.98

4.4

$
102,118

Options exercisable at September 30, 2017

4,039

$
8.51

3.5

$
99,771

Options expected to vest at September 30, 2017

897

$
33.11

8.7

$
2,347

~~The exercise prices of outstanding options at September 30, 2017 were in the following ranges:~~

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

	Shares			Weighted Average Option Exercise Price Per Share		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at March 31, 2018		4,901		$	15.21
Granted		33		$	39.46
Exercised		(102	)	$	9.70
Forfeited		(48	)	$	34.73
Options outstanding at June 30, 2018		4,784		$	15.30		4.3	$	75,053

Options outstanding at December 31, 2017		4,830		$	13.01
Granted		477		$	38.42
Exercised		(432	)	$	11.37
Forfeited		(91	)	$	33.60
Options outstanding at June 30, 2018		4,784		$	15.30		4.3	$	75,053
Options vested at June 30, 2018		3,957		$	10.80		3.3	$	74,702
Options unvested at June 30, 2018		827		$	36.80		9.1	$	351

The exercise prices of outstanding options at June 30, 2018 were in the following ranges (in thousands, except per share data and years):

The Company uses the Black-Scholes model to estimate the fair value of stock option awards at the date of grant. Key inputs and assumptions used in the model include the grant date fair value of common stock, exercise price of the award, the expected option term, ~~stock price volatility,~~ the risk-free interest rate, stock price volatility and the Company’s projected dividend yield. The expected term represents the period over which the Company’s employees are expected to hold their options. The risk-free interest rate reflects the yield on zero-coupon U.S. treasury securities with a term equal to the option’s expected term. ~~The expected life represents the period over which the Company’s employees are expected to hold their options.~~ Expected volatility is derived based on the historical ~~Company~~ volatility ~~as well as volatilities from publicly traded companies operating in~~of the Company’s ~~industry.~~stock. The Company’s projected dividend yield is zero. The Company believes ~~that~~ the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating the fair values of its stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards. Subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company.

The following table presents the weighted average assumptions used to estimate the fair value of stock option awards granted during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~

*~~No stock options were granted during the three months ended September 30,~~ 2017.

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

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

	Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share		Restricted Stock Units			Weighted Average Grant Date Fair Value Per Share
Non-vested RSUs at June 30, 2017		2,422		$	31.77
Non-vested RSUs at March 31, 2018							2,217		$	35.51
Granted		9		$	37.15		54		$	30.77
Vested and shares issued		(8	)	$	27.77		(36	)	$	35.02
Forfeited		(50	)	$	31.15		(80	)	$	34.64
Non-vested RSUs at September 30, 2017		2,373		$	31.81
Non-vested RSUs at June 30, 2018							2,155		$	35.43

Non-vested RSUs at December 31, 2016		2,519		$	26.37
Non-vested RSUs at December 31, 2017							2,279		$	31.83
Granted		1,134		$	37.90		1,120		$	37.98
Vested and shares issued		(1,097	)	$	26.10		(1,073	)	$	30.77
Forfeited		(183	)	$	28.91		(171	)	$	33.35
Non-vested RSUs at September 30, 2017		2,373		$	31.81
Non-vested RSUs at June 30, 2018							2,155		$	35.43

PSUs are stock awards in which the number of shares ultimately received by the employee depends on Company performance against specified targets. Such awards typically vest over three years and the number of shares issued can vary from 0% to ~~150%~~200% of the number of PSUs granted, depending on performance. The fair value of each PSU is determined on the date of grant based on the Company’s stock price. The ultimate number of shares issued and the related compensation cost recognized ~~will be~~is based on the final performance metrics compared to the targets specified in the grants.

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

	Performance Share Units			Weighted Average Grant Date Fair Value Per Share		Performance Share Units			Weighted Average Grant Date Fair Value Per Share
Non-vested PSUs at June 30, 2017		559		$	30.32
Non-vested PSUs at March 31, 2018							300		$	33.45
Granted		—		$	—		13		$	39.46
Vested and shares issued		—		$	—		(1	)	$	27.64
Forfeited		(20	)	$	28.17		(18	)	$	28.01
Non-vested PSUs at September 30, 2017		539		$	30.40
Non-vested PSUs at June 30, 2018							294		$	34.07

Non-vested PSUs at December 31, 2016		445		$	26.68
Non-vested PSUs at December 31, 2017							344		$	26.75
Granted		200		$	38.00		184		$	38.42
Vested and shares issued		(64	)	$	30.76		(203	)	$	26.80
Forfeited		(42	)	$	26.73		(31	)	$	26.27
Non-vested PSUs at September 30, 2017		539		$	30.40
Non-vested PSUs at June 30, 2018							294		$	34.07

The Company will repay $400 million of its senior secured term loan due 2022 on July 31, 2018. The payment is expected to be made using $250 million of cash on hand and $150 million borrowed under the Company’s asset-based revolving credit facility.

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

The following narrative is an analysis of the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included in this ~~document~~report as well as the audited consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations, including management’s discussion and analysis regarding the application of critical accounting policies as well as the risk factors, included in our ~~2016~~2017 Annual Report on Form 10-K.

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

We are a global provider of infrastructure solutions for the core, access and edge layers of communication networks. Our solutions and services for wired and wireless networks enable high-bandwidth data, video and voice applications. 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.

~~On August 1, 2017, we acquired Cable Exchange, a quick-turn supplier of fiber optic~~For the three and ~~copper assemblies for data, voice~~six months ended June 30, 2018, our net sales increased by 5.6% and video communications, for $123.2 million ($119.7 million net of cash acquired). Cable Exchange will operate within our CommScope Connectivity Solutions (CCS) segment. The acquisition was funded with cash on hand.

~~On August 28, 2015, we completed~~2.1%, respectively, from the ~~acquisition of TE Connectivity’s Broadband Network Solutions (BNS) business in an all-cash transaction valued at approximately $3.0 billion. The BNS business provides fiber optic~~prior year periods. Operating income increased 20.7% and ~~copper connectivity for wireline and wireless networks and also provides small-cell distributed antenna system (DAS) solutions~~4.7%, for the ~~wireless market. As a result of much of~~three and six months ended June 30, 2018, respectively, compared to the ~~BNS business~~prior year periods. Non-GAAP adjusted operating ~~under the TE Connectivity fiscal calendar for 2016, the BNS business results included fourteen weeks~~income increased 4.2% for the three months ended ~~September~~June 30, ~~2016 compared to thirteen weeks~~2018 but decreased by 3.8% for the ~~comparable period in 2017.~~

~~For the three and nine~~six months ended ~~September~~June 30, 2017, our net sales decreased 12.8% and 8.1%, respectively, from the same prior year periods. Operating income decreased 29.8% and 15.2% for the three and nine months ended September 30, 2017, respectively,2018 compared to the same prior year periods. ~~Non-GAAP adjusted operating~~Net income ~~decreased 24.7%~~increased 18.7% and ~~14.5%~~12.0% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017, respectively, also compared to the same prior year periods. During~~2018, respectively. Diluted earnings per share increased 21.4% and 13.3% for the three and ~~nine~~six months ended ~~September~~June 30, 2017, we recognized $12.0 million and $38.2 million, respectively, of integration and transaction costs, primarily related to the BNS acquisition integration activities. We expect to incur comparable quarterly costs in the fourth quarter of 2017 and significantly lower costs in 2018. 2018, respectively.

~~There~~Other than the changes to revenue recognition policies as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, as of January 1, 2018, there have been no material changes in our critical accounting policies or significant accounting estimates as disclosed in our ~~2016~~2017 Annual Report on Form 10-K.

~~We adopted Accounting Standards Update (ASU) No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting, and ASU No. 2016-15,~~ ~~Cash Flow Classification of Certain Cash Receipts and Cash Payments, as of January 1, 2017.~~ See the discussion ~~under Recent Accounting Pronouncements~~ in Note 1 in the ~~Notes~~notes to ~~Unaudited Condensed Consolidated Financial Statements~~unaudited condensed consolidated financial statements included ~~elsewhere~~ in this ~~Quarterly Report on Form 10-Q~~report for further information regarding the adoption of ~~this new accounting guidance.~~ASU No. 2014-09.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2018 WITH THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2016~~2017

	Three Months Ended																Three Months Ended
	September 30,																June 30,
	2017					2016											2018					2017
	Amount		% of Net Sales			Amount		% of Net Sales			Dollar Change			% Change			Amount		% of Net Sales			Amount		% of Net Sales			$ Change			% Change
	(dollars in millions, except per share amounts)																(dollars in millions, except per share amounts)
Net sales	$	1,128.8		100.0	%	$	1,293.9		100.0	%	$	(165.1	)		(12.8	)%	$	1,239.9		100.0	%	$	1,174.1		100.0	%	$	65.8			5.6	%
Gross profit		429.6		38.1			542.9		42.0			(113.3	)		(20.9	)		471.3		38.0			471.8		40.2			(0.5	)		(0.1	)
Operating income		126.8		11.2			180.7		14.0			(53.9	)		(29.8	)		164.7		13.3			136.4		11.6			28.3			20.7
Non-GAAP adjusted operating income ⁽¹⁾		223.5		19.8			296.7		22.9			(73.2	)		(24.7	)		251.1		20.3			241.0		20.5			10.1			4.2
Net income		51.2		4.5	%		93.8		7.2	%		(42.6	)		(45.4	)		65.9		5.3	%		55.5		4.7	%		10.4			18.7
Diluted earnings per share	$	0.26				$	0.48				$	(0.22	)		(45.8	)%	$	0.34				$	0.28				$	0.06			21.4	%

																	Six Months Ended
																	June 30,
	Nine Months Ended																2018					2017
	September 30,																Amount		% of Net Sales			Amount		% of Net Sales			$ Change			% Change
	2017					2016											(dollars in millions, except per share amounts)
	Amount		% of Net Sales			Amount		% of Net Sales			Dollar Change			% Change
	(dollars in millions, except per share amounts)
Net sales	$	3,440.2		100.0	%	$	3,744.7		100.0	%	$	(304.5	)		(8.1	)%	$	2,360.4		100.0	%	$	2,311.4		100.0	%	$	49.0			2.1	%
Gross profit		1,357.2		39.5			1,543.7		41.2			(186.5	)		(12.1	)		882.7		37.4			925.6		40.0			(42.9	)		(4.6	)
Operating income		386.0		11.2			455.3		12.2			(69.3	)		(15.2	)		268.4		11.4			256.4		11.1			12.0			4.7
Non-GAAP adjusted operating income ⁽¹⁾		683.2		19.9			799.1		21.3			(115.9	)		(14.5	)		439.7		18.6			457.0		19.8			(17.3	)		(3.8	)
Net income		140.2		4.1	%		168.4		4.5	%		(28.2	)		(16.7	)		99.7		4.2	%		89.0		3.9	%		10.7			12.0
Diluted earnings per share	$	0.71				$	0.86				$	(0.15	)		(17.4	)%	$	0.51				$	0.45				$	0.06			13.3	%

	Three Months Ended										Nine Months Ended										Three Months Ended										Six Months Ended
	September 30,				Change						September 30,				Change						June 30,				$			%			June 30,				$		%
	2017		2016		$			%			2017		2016		$			%			2018		2017		Change			Change			2018		2017		Change		Change
	(dollars in millions)																				(dollars in millions)
Net sales	$	1,128.8	$	1,293.9	$	(165.1	)		(12.8	)%	$	3,440.2	$	3,744.7	$	(304.5	)		(8.1	)%	$	1,239.9	$	1,174.1	$	65.8			5.6	%	$	2,360.4	$	2,311.4	$	49.0		2.1	%
Domestic		595.3		712.2		(116.9	)		(16.4	)		1,887.5		2,011.2		(123.7	)		(6.2	)		714.6		643.9		70.7			11.0			1,322.1		1,292.2		29.9		2.3
International		533.5		581.7		(48.2	)		(8.3	)		1,552.7		1,733.5		(180.8	)		(10.4	)		525.3		530.2		(4.9	)		(0.9	)		1,038.3		1,019.2		19.1		1.9

~~Net~~The increase in net sales for the three and six months ended ~~September~~June 30, ~~2017 decreased in all major geographic regions~~2018 compared to the ~~corresponding~~same prior year ~~period. The decrease~~periods was ~~most pronounced~~driven mostly by higher net sales in the United States (U.S.) and the ~~Asia Pacific (APAC) region. For the nine months ended September 30, 2017, net sales were lower across all regions compared to the same prior year period except the~~ Europe, Middle East and Africa (EMEA) region ~~with~~and to a lesser extent in the ~~APAC region, the U.S., and the Central~~Caribbean and Latin America (CALA) region. The increases in the U.S. were driven mainly by government initiatives to promote the expansion of wireless networks. These increases in the U.S. were partially offset by reductions in certain selling prices. The increases in the EMEA region ~~driving~~were primarily driven by favorable foreign exchange rate changes. These increases in the ~~decrease.~~U.S., EMEA region and CALA region net sales were partially offset by decreases in the Asia Pacific (APAC) region. Net sales to customers located outside of the U.S. comprised ~~47.3%~~42.4% and ~~45.1%~~44.0% of total net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared to ~~45.0%~~45.2% and ~~46.3%~~44.1% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively. ~~Foreign~~Excluding the impacts related to the EMEA region, foreign exchange rate changes ~~had a positive impact on net sales of about 1.0%~~were not significant for the three or six months ended ~~September~~June 30, ~~2017 and did not significantly impact net sales for the nine months ended September 30, 2017~~2018 compared to the ~~same periods in 2016.~~prior year periods.

~~From a segment perspective, net~~Net sales from the ~~CCS~~CommScope Connectivity Solutions (CCS) segment ~~decreased 13.5%~~increased 2.0% and ~~7.4%~~0.5% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared to the prior year periods primarily due to higher sales in the EMEA region. CommScope Mobility Solutions (CMS) segment net sales increased 11.4% and 4.7% for the three and six months ended June 30, 2018, respectively, compared to the prior year periods due largely to lower sales in both domestic and international markets. Net sales from the CommScope Mobility Solutions (CMS) segment decreased 11.5% and 9.3% for the three and nine months ended September 30, 2017, respectively, compared to the prior year periods due to lower sales in international markets coupled with a continued softening in thestrong U.S. ~~market in the third quarter of 2017.~~net sales. For further details by segment, see the section titled “Segment Results” below.

	Three Months Ended												Nine Months Ended												Three Months Ended												Six Months Ended
	September 30,						Change						September 30,						Change						June 30,						$			%			June 30,						$			%
	2017			2016			$			%			2017			2016			$			%			2018			2017			Change			Change			2018			2017			Change			Change
	(dollars in millions)																								(dollars in millions)
Gross profit	$	429.6		$	542.9		$	(113.3	)		(20.9	)%	$	1,357.2		$	1,543.7		$	(186.5	)		(12.1	)%	$	471.3		$	471.8		$	(0.5	)		(0.1	)%	$	882.7		$	925.6		$	(42.9	)		(4.6	)%
Gross margin percentage		38.1	%		42.0	%								39.5	%		41.2	%
As a percent of sales																										38.0	%		40.2	%								37.4	%		40.0	%
SG&A expense		184.7			220.8			(36.1	)		(16.3	)		603.6			664.4			(60.8	)		(9.2	)		185.2			207.6			(22.4	)		(10.8	)		370.3			419.5			(49.2	)		(11.7	)
As a percent of sales		16.4	%		17.1	%								17.5	%		17.7	%								14.9	%		17.7	%								15.7	%		18.1	%
R&D expense		44.5			48.4			(3.9	)		(8.1	)		140.3			152.6			(12.3	)		(8.1	)		47.8			47.0			0.8			1.7			97.6			96.0			1.6			1.7
As a percent of sales		3.9	%		3.7	%								4.1	%		4.1	%								3.9	%		4.0	%								4.1	%		4.2	%

~~The decrease in~~Despite higher sales volumes and favorable geographic mix, gross profit for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017 compared to~~2018 remained relatively unchanged and gross profit as a percentage of sales declined 220 basis points from the same prior year ~~periods was mainly driven by decreases in sales volume,~~period, primarily due to reductions in ~~price, unfavorable manufacturing variances and~~certain selling prices, higher material ~~costs. This decrease was partially offset by~~costs and unfavorable foreign exchange rate changes. For the ~~favorable impact~~six months ended June 30, 2018, gross profit and gross profit as a percentage of ~~cost reduction initiatives.~~sales decreased primarily due to reductions in certain selling prices, higher material costs and unfavorable foreign exchange rate changes, despite higher sales volumes.

Selling, general and administrative (SG&A) expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was lower than the prior year periods due primarily to ~~lower incentive compensation expense,~~ benefits from cost reduction initiatives and lower ~~expenses~~costs related to the ~~reduced sales volume.~~integration of the Broadband Network Solutions (BNS) business acquired from TE Connectivity in 2015. These decreases in costs were partially offset by higher incentive compensation expense and higher bad debt expense during the three and six months ended June 30, 2018. SG&A expense as a percentage of sales decreased from the prior year ~~periods~~period as a result of these overall net reductions in ~~expense.~~expense and higher sales.

Research and development (R&D) expense ~~decreased for the three~~ and ~~nine months ended September 30, 2017 compared to the prior year periods primarily as a result of lower incentive compensation expense.~~ R&D expense as a percentage of sales ~~remained~~were relatively unchanged ~~from~~for the three and six months ended June 30, 2018 compared to the prior year periods. R&D activities generally relate to ensuring that our products are capable of meeting the evolving technological needs of our customers, bringing new products to market and modifying existing products to better serve our customers.

Amortization of purchased intangible assets and Restructuring costs, ~~and Asset impairments~~net

	Three Months Ended							Nine Months Ended							Three Months Ended							Six Months Ended
	September 30,				Change			September 30,				Change			June 30,				$			June 30,				$
	2017		2016		$			2017		2016		$			2018		2017		Change			2018		2017		Change
	(dollars in millions)														(dollars in millions)
Amortization of purchased intangible assets	$	68.3	$	74.6	$	(6.3	)	$	202.9	$	224.3	$	(21.4	)	$	66.4	$	67.0	$	(0.6	)	$	133.7	$	134.6	$	(0.9	)
Restructuring costs, net		5.4		10.8		(5.4	)		24.5		24.5		—			7.2		13.8		(6.6	)		12.7		19.2		(6.5	)
Asset impairments		—		7.4		(7.4	)		—		22.7		(22.7	)

The amortization of purchased intangible assets ~~was lower~~decreased for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 compared to the prior year periods ~~primarily~~ because certain of our intangible assets became fully amortized. This decrease was partially offset by the amortization of intangible assets related to the Cable Exchange ~~acquisition.~~acquisition that occurred in August 2017.

~~The restructuring~~Restructuring costs, net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 were primarily related to the continuing integration of the BNS ~~acquisition. We expect~~business. No significant additional restructuring charges are expected to ~~incur additional pretax costs of up~~be incurred to ~~$0.5~~complete the previously announced BNS integration initiatives. From a cash perspective, we paid $9.8 million and $25.0 million to ~~complete actions announced to date. We paid $15.7 million and $36.7 million of~~settle restructuring ~~costs~~liabilities during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, and expect to pay an additional ~~$8.7~~$11.1 million by the end of ~~2017~~2018 related to restructuring actions that have been initiated. In addition, we expect to pay ~~$17.2~~$8.5 million between ~~2018~~2019 and 2022 related to restructuring actions that have been initiated. ~~As a result of the continuing BNS integration, additional~~Additional restructuring actions ~~are expected to~~may be identified and the resulting charges and cash requirements may ~~be material.~~

We did not record any asset impairment charges during the three and nine months ended September 30, 2017. During the three months ended September 30, 2016, we recorded a $7.4 million impairment charge within the CCS segment due to the revised business plan for a product line that indicated its intangible assets would not be recoverable. In addition to this impairment charge, the nine months ended September 30, 2016 included a $15.3 million goodwill impairment charge in the CCS segment as a result of the impairment analysis required by the change in reportable segments. Goodwill is tested for impairment annually on October 1 and both goodwill and other assets are tested when events have occurred or circumstances exist that indicate potential impairment. It is possible that future impairment reviews may indicate additional impairments of goodwill and/or other assets and those charges could be material.

	Three Months Ended									Nine Months Ended								Three Months Ended									Six Months Ended
	September 30,						Change			September 30,						Change		June 30,						$			June 30,						$
	2017			2016			$			2017			2016			$		2018			2017			Change			2018			2017			Change
	(in millions)																	(in millions)
Net interest expense	$	(60.6	)	$	(67.3	)	$	6.7		$	(189.0	)	$	(210.3	)	$	21.3	$	(58.7	)	$	(59.7	)	$	1.0		$	(117.0	)	$	(128.4	)	$	11.4
Other income (expense), net		1.8			(7.5	)		9.3			(13.4	)		(21.9	)		8.5		(3.1	)		2.9			(6.0	)		(2.1	)		(12.5	)		10.4
Income tax expense		(16.9	)		(12.0	)		(4.9	)		(43.4	)		(54.8	)		11.4		(37.0	)		(24.1	)		(12.9	)		(49.6	)		(26.5	)		(23.1	)

Net interest expense for the three months ended June 30, 2018 decreased compared to the prior year period due to lower long-term debt balances as a result of the voluntary repayments in the second half of 2017 on our senior secured term loan and the amendment to reduce the interest rate margin on our senior secured term loan in May 2017, partially offset by an increase in LIBOR. The decrease in net interest expense for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017 as~~2018 compared to the prior year periods resulted from decreases in our long-term debt due to our debt redemptions in 2016. Our average long-term debt outstanding decreased by more than $400.0 million for the nine months ended September 30, 2017 as compared to the prior year period. During the nine months ended September 30, 2017, the reduction in interest expenseperiod was ~~offset partially~~driven by the write-off of $9.6 million of debt issuance costs and original issue discount during the six months ended June 30, 2017 in connection with the redemption of $500.0 million of ~~the~~ 4.375% senior secured notes due 2020 (the 2020 Notes) and the prepayment of $250.0 million of senior secured term loans. The redemption of the 2020 Notes and the prepayment of the senior secured term loans were substantially funded by the issuance in March 2017 of $750.0 million of ~~new~~ 5.00% senior notes due ~~2027 (the 2027 Notes) in March 2017.~~

In June 2016 and August 2016, we voluntarily redeemed $300.0 million and $236.6 million, respectively, of the 6.625%/7.375% senior payment-in-kind toggle notes (the senior PIK toggle notes). In connection with the redemption, we incurred a redemption premium (see “Other income (expense), net” below) and wrote off $2.6 million and $6.1 million of debt issuance costs to interest expense during the three and nine months ended September 30, 2016, respectively.2027.

Our weighted average effective interest rate on outstanding borrowings, including the amortization of debt issuance costs and original issue discount, was ~~5.34%~~5.58% at ~~September~~June 30, ~~2017, 5.24%~~2018, 5.45% at December 31, ~~2016~~2017 and ~~5.32%~~5.36% at ~~September~~June 30, ~~2016.~~2017.

InThe change in other income (expense), net for the three months ended June 30, 2018 compared to the prior year period was partially due to the impact in the prior year period of a $6.0 million gain on the sale of a portion of our investment in Hydrogenics Corporation (Hydrogenics). The change in other income (expense), net for the six months ended June 30, 2018 compared to the prior year period was mainly the result of a redemption premium of $14.8 million incurred during the first quarter of 2017 in connection with the redemption of the 2020 Notes offset by $6.6 million in gains recognized during the ~~nine~~six months ended ~~September~~June 30, 2017 ~~we paid~~related to the sale of a ~~redemption premium~~portion of ~~$14.8 million which was included~~our investment in other income (expense), net. In May 2017, we amended the senior secured loan due December 2022 (the 2022 Term Loan) to reduce the interest rate margin, and in connection with the amendment, we incurred debt modification costs of $1.1 million which were included in other income (expense), net for the nine months ended September 30, 2017. In connection with the redemptions of the senior PIK toggle notes, we incurred redemption premiums of $7.8 million and $17.7 million for the three and nine months ended September 30, 2016, respectively, which were included in other income (expense), net.Hydrogenics.

Foreign exchange losses of ~~$1.7~~$6.4 million and ~~$7.1~~$8.7 million were included in other income (expense), net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, compared to foreign exchange losses of ~~$0.1~~$3.5 million and ~~$3.5~~$5.4 million for the three and ~~nine~~six months ended ~~September 30, 2016, respectively.~~

~~During the three and nine months ended September~~June 30, 2017, ~~we sold the remainder~~respectively.

Net periodic benefit income of ~~our investment in Hydrogenics resulting in pretax gains of $2.4~~$2.3 million and ~~$9.0~~$4.6 million ~~respectively, which were recorded~~was included in other income (expense), ~~net.~~ net for the three and six months ended June 30, 2018, respectively, as a result of the adoption of ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Other income (expense), net for the three and six months ended June 30, 2017 was recast to include $1.4 million and $2.8 million, respectively, of net periodic benefit income as a result of the new guidance. See the discussion in Note 1 in the notes to unaudited condensed consolidated financial statements included in this report for further information regarding the adoption of this new accounting guidance.

During the ~~nine~~first quarter of 2018, we communicated our intent to terminate a significant U.S. defined benefit pension plan to be settled through the purchase of annuities. Upon settlement, which is expected in late 2018 or early 2019, we expect to recognize a pretax charge in other income (expense), net, primarily related to unrecognized net actuarial losses currently recorded in accumulated other comprehensive loss of $27 million to $29 million. We have also amended certain of our U.S. postretirement medical plans to terminate benefits as of December 31, 2018. We expect to recognize a pretax gain in other income (expense), net, in the fourth quarter of 2018 related to unrecognized prior service credits and unrecognized net actuarial gains currently recorded in accumulated other comprehensive loss of $9 million to $10 million.

On December 22, 2017, the U.S. government enacted tax reform legislation that reduced the corporate income tax rate from 35% to 21% and included a broad range of complex provisions affecting the taxation of businesses. Generally, financial statement recognition of the new legislation would be required to be completed in the period of enactment; however, in response to the complexities of this new legislation, the Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin No. 118 to provide companies with transitional relief. Specifically, when the initial accounting for items under the new legislation is incomplete, the guidance allows the recognition of provisional amounts when reasonable estimates can be made or the continued application of the prior tax law if a reasonable estimate of the effect cannot be made. The SEC staff has provided up to one year for companies to finalize the accounting for the effects of this new legislation. Although no changes were made to the provisional amounts during the three or six months ended ~~September~~June 30, ~~2016, sales~~2018, we expect to refine the calculations as additional analysis is completed and as a more thorough understanding of ~~Hydrogenics shares resulted in pretax gains of $1.2 million.~~the new tax law is reached. The changes made could be material to income tax expense.

~~Our~~The effective income tax rate of ~~24.8%~~36.0% and ~~23.6%~~33.2% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, was ~~lower~~higher than the statutory rate of ~~35.0%~~21.0% primarily due to ~~a reduction~~the effect of the provision for state income taxes, the impact of earnings in ~~tax expense related~~foreign jurisdictions that are taxed at rates higher than the U.S., the impact of the new U.S. anti-deferral provisions and the impact of repatriation taxes. These increases to ~~the expiration of statutes of limitations on various uncertain tax positions. In addition,~~ the effective tax rate ~~was favorably affected~~were partially offset by the favorable impact of $0.4 million and ~~$13.5~~$4.7 million of excess tax benefits related to equity-based compensation awards for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively. ~~Such benefits, which were previously reflected in additional paid-in capital, are now recognized in income tax expense as a result of the adoption of ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~. See the discussion under Recent Accounting Pronouncements in Note 1 in the Notes to Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding the adoption of this new accounting guidance. Offsetting these decreases for the three and nine months ended September 30, 2017 was the effect of the provision for state income taxes.

Our effective income tax rate of ~~11.4%~~30.3% and ~~24.6%~~22.9% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively, was lower than the statutory rate of 35.0% primarily due ~~to a reduction in~~the favorable impact of $4.4 million and $13.1 million of excess tax ~~expense~~benefits related to equity-based compensation awards for the ~~expiration of statutes of limitations on various uncertain tax positions~~three and ~~the release of valuation allowances related to certain foreign deferred tax assets.~~six months ended June 30, 2017, respectively. The effective income tax rate was also favorably affected by the impact of earnings in foreign jurisdictions that we dodid not plan to repatriate. These earnings ~~are~~were generally taxed at rates lower than the U.S. statutory rate. Offsetting these decreases for the ~~nine~~three and six months ended ~~September~~June 30, ~~2016~~2017 was the effect of the provision for state income ~~taxes as well as the goodwill impairment for which only partial tax benefits were recorded.~~taxes.

	Three Months Ended																	Three Months Ended
	September 30,																	June 30,
	2017					2016												2018					2017
	Amount		% of Net Sales			Amount		% of Net Sales			Dollar Change			% Change				Amount		% of Net Sales			Amount		% of Net Sales			$ Change			% Change
	(dollars in millions)																	(dollars in millions)
Net sales by segment:
CCS	$	708.7		62.8	%	$	819.2		63.3	%	$	(110.5	)		(13.5	)	%	$	740.5		59.7	%	$	725.7		61.8	%	$	14.8			2.0		%
CMS		420.1		37.2			474.7		36.7			(54.6	)		(11.5	)			499.4		40.3			448.4		38.2			51.0			11.4
Consolidated net sales	$	1,128.8		100.0	%	$	1,293.9		100.0	%	$	(165.1	)		(12.8	)	%	$	1,239.9		100.0	%	$	1,174.1		100.0	%	$	65.8			5.6		%

Operating income by segment:
CCS	$	71.2		10.0	%	$	104.8		12.8	%	$	(33.6	)		(32.1	)	%	$	85.4		11.5	%	$	74.1		10.2	%	$	11.3			15.2		%
CMS		55.6		13.2			75.9		16.0			(20.3	)		(26.7	)			79.3		15.9			62.3		13.9			17.0			27.3
Consolidated operating income	$	126.8		11.2	%	$	180.7		14.0	%	$	(53.9	)		(29.8	)	%	$	164.7		13.3	%	$	136.4		11.6	%	$	28.3			20.7		%

Non-GAAP adjusted operating income by segment: ⁽¹⁾
CCS	$	139.3		19.7	%	$	189.5		23.1	%	$	(50.2	)		(26.5	)	%	$	142.9		19.3	%	$	145.6		20.1	%	$	(2.7	)		(1.9	)	%
CMS		84.2		20.0			107.2		22.6			(23.0	)		(21.5	)			108.2		21.7			95.4		21.3			12.8			13.4
Non-GAAP consolidated adjusted operating income ⁽¹⁾	$	223.5		19.8	%	$	296.7		22.9	%	$	(73.2	)		(24.7	)	%	$	251.1		20.3	%	$	241.0		20.5	%	$	10.1			4.2		%

	Nine Months Ended																	Six Months Ended
	September 30,																	June 30,
	2017					2016												2018					2017
	Amount		% of Net Sales			Amount		% of Net Sales			Dollar Change			% Change				Amount		% of Net Sales			Amount		% of Net Sales			$ Change			% Change
	(dollars in millions)																	(dollars in millions)
Net sales by segment:
CCS	$	2,116.0		61.5	%	$	2,284.2		61.0	%	$	(168.2	)		(7.4	)	%	$	1,414.1		59.9	%	$	1,407.3		60.9	%	$	6.8			0.5		%
CMS		1,324.2		38.5			1,460.5		39.0			(136.3	)		(9.3	)			946.3		40.1			904.1		39.1			42.2			4.7
Consolidated net sales	$	3,440.2		100.0	%	$	3,744.7		100.0	%	$	(304.5	)		(8.1	)	%	$	2,360.4		100.0	%	$	2,311.4		100.0	%	$	49.0			2.1		%

Operating income by segment:
CCS	$	193.8		9.2	%	$	247.8		10.8	%	$	(54.0	)		(21.8	)	%	$	138.5		9.8	%	$	121.1		8.6	%	$	17.4			14.4		%
CMS		192.2		14.5			207.5		14.2			(15.3	)		(7.4	)			129.9		13.7			135.3		15.0			(5.4	)		(4.0	)
Consolidated operating income	$	386.0		11.2	%	$	455.3		12.2	%	$	(69.3	)		(15.2	)	%	$	268.4		11.4	%	$	256.4		11.1	%	$	12.0			4.7		%

Non-GAAP adjusted operating income by segment: ⁽¹⁾
CCS	$	400.9		18.9	%	$	492.8		21.6	%	$	(91.9	)		(18.6	)	%	$	251.6		17.8	%	$	260.2		18.5	%	$	(8.6	)		(3.3	)	%
CMS		282.3		21.3			306.3		21.0			(24.0	)		(7.8	)			188.1		19.9			196.8		21.8			(8.7	)		(4.4	)
Non-GAAP consolidated adjusted operating income ⁽¹⁾	$	683.2		19.9	%	$	799.1		21.3	%	$	(115.9	)		(14.5	)	%	$	439.7		18.6	%	$	457.0		19.8	%	$	(17.3	)		(3.8	)	%

Our CCS segment provides innovative fiber optic and copper cable and connectivity solutions for use in data centers and ~~network intelligence~~business enterprise, telecommunications, cable television and residential broadband networks. Our CCS portfolio includes solutions for indoor and outdoor network applications. Indoor network solutions are found in commercial buildings and in the network ~~core, which includes data centers, central offices~~core. They are primarily delivered through our SYSTIMAX, NETCONNECT and ~~cable television headends. These solutions provide voice, video, data~~Uniprise brands and ~~other mission-critical, high-bandwidth applications~~offer a complete end-to-end physical layer solution, including ~~storage area networks, streaming media, data backhaul, cloud applications and grid computing. These comprehensive solutions, sold primarily under the SYSTIMAX, Uniprise and NETCONNECT brands, include~~ optical fiber and twisted pair structured ~~cabling~~cable solutions, intelligent infrastructure management hardware and software and network rack and cabinet ~~enclosures, patch cords and panels, and network design services.~~enclosures. Our outdoor network solutions are found in access and edge networks and include ~~coaxial cabling~~a broad portfolio of fiber-to-the-home equipment and ~~fiber-optic~~headend solutions. Our fiber optic connectivity solutions ~~which include a robust portfolio~~are primarily comprised of hardened connector systems, fiber ~~optic connectors~~distribution hubs and ~~fiber~~ management ~~systems.~~systems, couplers and splitters, plug and play multiport service terminals, hardened optical terminating enclosures, high density cable assemblies, splices and splice closures.

CCS segment net sales were ~~lower~~higher in the three and ~~nine~~six months ended ~~September~~June 30, 2017 compared to the prior year periods in all regions except the EMEA region. The decrease was driven by the U.S. and the APAC region as a result of a slowdown in the rollout of new projects by certain North American service providers, continued weakness in demand for our indoor network products, and certain large projects in the APAC region in 2016 that did not recur in 2017. In addition, we experienced BNS integration issues early in 2017 that negatively affected customer service levels and order rates. Incremental sales related to the Cable Exchange acquisition completed in August 2017 were not material to the CCS segment for the three and nine months ended September 30, 2017. Compared to the same periods in 2016, foreign exchange rate changes had a positive impact on CCS segment sales of about 1.0% for the three months ended September 30, 2017 and did not significantly impact segment sales for the nine months ended September 30, 2017.

~~CCS segment operating income and non-GAAP adjusted operating income decreased for the three and nine months ended September 30, 2017~~2018 compared to the prior year periods primarily due to ~~lower~~increases in net sales ~~volumes, price reductions, higher material costs and unfavorable manufacturing variances. These decreases~~in the EMEA region that were ~~partially offset~~partly driven by ~~lower incentive compensation~~favorable foreign exchange rate changes. The CCS segment also saw slight increases in the APAC region and the ~~favorable impact of cost reduction initiatives. The decrease in CCS segment operating income was also partially offset by lower intangible asset amortization and lower goodwill impairment charges~~CALA region during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018. CCS segment net sales in the North American region were relatively unchanged for the three months ended June 30, 2018 but decreased for the six months ended June 30, 2018. Excluding the favorable impacts to the EMEA region, foreign exchange rate changes did not affect CCS segment net sales significantly for the three or six months ended June 30, 2018 compared to the prior year periods. ~~The impacts of intangible asset amortization~~

CCS segment operating income increased while non-GAAP adjusted operating income decreased during the three and ~~goodwill impairment charges~~six months ended June 30, 2018 compared to the prior year periods. CCS segment operating income benefitted from lower integration costs and restructuring costs, which are excluded from ~~the calculation of~~ non-GAAP adjusted operating income. Both operating income and non-GAAP adjusted operating income were reduced by higher material costs, selling price reductions, unfavorable foreign exchange rate changes and higher bad debt expense. These reductions were partially offset by benefits from cost savings initiatives. See “Reconciliation of Non-GAAP Measures.”

We expect demand for our indoor network CCS products to be driven by global information technology spending and spending in core networks as the ongoing need for bandwidth and intelligence in the network continues to create demand for high-performance connectivity solutions. We expect demand for our outdoor network CCS products to be driven by global deployment of fiber-optic solutions for fiber-to-the-X applications, new services, competitive dynamics in the access market, ongoing maintenance requirements of cable networks and residential construction market activity in North America. Spending patterns by service providers and data center customers can be volatile. Uncertain global economic conditions, variability in the levels of commercial and residential construction activity, consolidation among service providers, uncertain levels of information technology spending and reductions in the levels of distributor inventories may negatively affect demand for our products. The ~~ongoing~~increasing demand for fiber solutions is expected to be somewhat offset by decelerating demand for copper solutions in networks.

~~In the near-term,~~ Despite ongoing pricing pressure, we expect ~~more cautious spending patterns at certain North American service providers and continuing weakness in demand for our indoor network CCS products. We expect a return to~~sales growth in ~~North America~~the U.S. in 2018.

Our CMS segment, ~~provides RF~~primarily through our Andrew brand, is a global leader in providing the integral building blocks for cellular base station sites and related connectivity; indoor, small cell and distributed antenna wireless systems; and wireless network ~~connectivity solutions as well as DAS~~backhaul planning and ~~small cell solutions. Our solutions, marketed~~optimization products and services. The primary sources of revenue for our CMS segment are (i) product sales of primarily ~~under~~passive transmission devices for the ~~Andrew brand, enable~~ wireless operators to deploy macro cell site, metro cell site, DAS and small cell solutions to meet 2G, 3G and 4G cellular coverage and capacity requirements and begin to prepare for their 5G needs. Our macro cell solutions can be found at wireless tower sites and on rooftops and includeinfrastructure market including base station ~~antennas,~~and microwave antennas, hybrid fiber-feeder and power cables, coaxial ~~cables,~~cable connectors and ~~filters. Our metro cell solutions can be found on street poles and on other urban, outdoor structures and include RF delivery and connectivity solutions,~~ equipment housing and concealment. These fully integrated outdoor systems consist of specialized antennas, filters/combiners, backhaul solutions, intra-system cabling and power distribution, all minimized to fit an urban environment. Our DAS and small cell solutions allowprimarily used by wireless operators, ~~to increase spectral efficiency~~(ii) product sales of active electronic devices and ~~thereby~~services including filters and tower-mounted amplifiers and (iii) engineering and consulting services and products such as distributed antenna systems that are used to extend and enhance ~~cellular~~the coverage ~~and capacity~~of wireless networks in ~~challenging network conditions~~areas where signals are difficult to send or receive, such as ~~commercial~~large buildings, urban areas, stadiums and transportation systems.

CMS segment net sales increased during the three and six months ended June 30, 2018 compared to the prior year periods, driven by strong sales volumes in the U.S. offset partially by reductions in certain selling prices. The CMS segment also saw increases, though less pronounced, in the EMEA region and CALA region during the three and six months ended June 30, 2018. The increase in CMS segment net sales in the EMEA region was almost all due to favorable foreign exchange rate changes. The increases in CMS segment net sales were offset partially by decreases in net sales during the three and six months ended June 30, 2018 in the APAC region. Excluding the favorable impacts to the EMEA region, foreign exchange rate changes did not affect CMS segment net sales significantly for the three or six months ended June 30, 2018 compared to the prior year periods.

~~The~~ CMS segment ~~experienced a decrease in net sales~~operating income and non-GAAP adjusted operating income increased for the three months ended ~~September~~June 30, ~~2017~~2018 compared to the prior year period in all major regions, except the APAC region. Net sales from the CMS segment for the nine months ended September 30, 2017 decreased in all regions. The decline in sales of our CMS products in the APAC region wasperiods primarily due to ~~certain large projects in the first half of 2016 that did not recur in the first half of 2017. Also, while CMS segment net~~higher sales ~~benefited from increased spending~~volume and favorable geographic mix offset partially by ~~certain domestic operators in the first quarter of 2017, we saw a slowdown in their spending in the second~~selling price reductions and ~~third quarters of 2017. Compared to the same periods in 2016,~~unfavorable foreign exchange rate ~~changes had a positive impact on CMS segment sales of 1.0% for the three months ended September 30, 2017 and did not significantly impact segment sales for the nine months ended September 30, 2017.~~

changes. CMS segment operating income and non-GAAP adjusted operating income decreased for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017 compared to the prior year periods~~2018 primarily due to ~~lower sales volumes,~~selling price reductions and unfavorable ~~geographic mix~~foreign exchange rate changes partially offset by ~~lower incentive compensation. The decrease in CMS segment operating income for the three~~higher sales volume and nine months ended September 30, 2017 compared to the prior year periods was partially offset by lower intangible amortization, restructuring costs and transaction costs. Non-GAAP adjusted operating income excludes the impacts of intangible amortization, restructuring costs and transaction costs.favorable geographic mix. See “Reconciliation of Non-GAAP Measures.”

Our sales to wireless operators are volatile. We expect longer-term demand for our CMS products to be positively affected by wireless coverage and capacity expansion in emerging markets and growth in mobile data services and network capacity requirements in developed markets. In addition, we expect ~~longer-term~~ demand for our CMS products to be favorably affected by government initiatives to promote the expansion of wireless networks (e.g., FirstNet). over the next few years. We also expect longer-term demand for our CMS products to be positively affected by the introduction of 5G technology. In preparation for 5G networks, we continue to invest heavily in R&D, support customer trials and participate in industry forums to help shape 5G standards. Uncertainty in the global economy or a particular region or consolidation among wireless operators may slow the growth or cause a decline in capital spending by wireless operators and negatively impact our net sales.

~~In the near-term,~~ Despite ongoing pricing pressure, we expect ~~cautious spending patterns at certain North American operators due primarily to industry consolidation and delayed timing of certain expected network upgrades. We expect a return to~~sales growth in ~~North America~~the U.S. in 2018.

The following table summarizes certain key measures of our liquidity and capital resources.

	September 30, 2017			December 31, 2016			Dollar Change			% Change				June 30, 2018			December 31, 2017			$ Change		% Change
	(dollars in millions)													(dollars in millions)
Cash and cash equivalents	$	411.2		$	428.2		$	(17.0	)		(4.0	)	%	$	545.7		$	454.0		$	91.7		20.2	%
Working capital ⁽¹⁾, excluding cash and cash equivalents and current portion of long-term debt		865.7			720.2			145.5			20.2
Working capital ⁽¹⁾, excluding cash and cash equivalents															841.3			766.2			75.1		9.8
Availability under revolving credit facility		415.8			441.1			(25.3	)		(5.7	)			506.4			425.4			81.0		19.0
Long-term debt, including current portion		4,548.0			4,562.0			(14.0	)		(0.3	)
Long-term debt															4,374.2			4,369.4			4.8		0.1
Total capitalization ⁽²⁾		6,098.7			5,956.1			142.6			2.4				6,077.5			6,017.2			60.3		1.0
Long-term debt, including current portion, as a percentage of total capitalization		74.6	%		76.6	%
Long-term debt as a percentage of total capitalization															72.0	%		72.6	%

Our principal sources of liquidity on a short-term basis are cash and cash equivalents, cash flows provided by operations and availability under credit facilities. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of debt and/or equity. The primary uses of liquidity include debt service requirements (including voluntary debt repayments or redemptions), funding working capital requirements, funding acquisitions, ~~paying acquisition integration costs,~~ capital expenditures, paying restructuring costs, income tax payments, ~~(including cost of repatriation),~~ funding pension and other postretirement obligations and ~~repurchasing our common stock.~~potential stock repurchases. We believe that our existing cash, cash equivalents and cash flows from operations, combined with availability under our revolving credit facility and access to capital markets, will be sufficient to meet our presently anticipated future cash needs. We may experience volatility in cash flows between periods due to, among other reasons, variability in the timing of vendor payments and customer receipts. We may, from time to time, borrow under our revolving credit facility or issue securities, if market conditions are favorable, to meet future cash needs or to reduce our borrowing costs.

Although there are no financial maintenance covenants under the terms of our senior notes, there is a limitation, among other limitations, on certain future borrowings based on an adjusted leverage ratio or a fixed charge coverage ratio. These ratios are based on financial measures similar to adjusted EBITDA as presented in the “Reconciliation of Non-GAAP Measures” section below, but also give pro forma effect to certain events, including acquisitions and savings from cost reduction initiatives such as facility closures and headcount reductions. For the twelve months ended ~~September~~June 30, ~~2017,~~2018, our pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was ~~$1,043.6~~$956.3 million, which included the impact of the Cable Exchange acquisition and savings from announced cost reduction initiatives (combined total of ~~$27.1~~$15.9 million) so that the impact of the acquisition and cost reduction initiatives is fully reflected in the twelve-month period used in the calculation of the ratios. In addition to limitations under these indentures, our senior secured credit facilities contain customary negative covenants. We believe we are in compliance with the covenants under our indentures and senior secured credit facilities at ~~September~~June 30, ~~2017.~~2018.

Cash and cash equivalents ~~decreased~~increased during the first ~~nine~~six months of ~~2017 despite $335.4 million of cash generated by operations. The decrease was~~2018 mainly due to cash ~~used~~generated by operations offset partially by cash paid for investments in property, plant and equipment and for withholding taxes related to ~~repurchase $175.0 million our common stock, $105.2 million used to acquire Cable Exchange, $51.2 million used for capital expenditures and $25.0 million used for a voluntarily repayment on~~ the ~~2022 Term Loan.~~

vesting of equity-based compensation awards. As of ~~September~~June 30, ~~2017,~~2018, approximately ~~80%~~59% of our cash and cash equivalents were held outside the U.S. Income taxes have been provided on foreign earnings such that there would be no significant tax cost to repatriate the portion of this cash that is not required to meet operational needs of our international subsidiaries.

Working capital, excluding cash and cash equivalents, ~~and the current portion of long-term debt,~~ increased during the ~~nine months ended September 30, 2017~~first half of 2018 primarily due to ~~lower accrued compensation~~higher accounts receivable balances as of June 30, 2018 compared to December 31, 2017. The increase in accounts receivable was due to the ~~payment~~timing of ~~2016 incentive compensation~~the collection of approximately $60 million of customer payments in late 2017 that were due in the first quarter of 2018 coupled with increased sales in the second quarter of 2018 compared to the fourth quarter of 2017. The working capital increase also reflected higher inventory balances and ~~a reduction of income tax payable due to certain international tax payments.~~was partially offset by increases in accounts payable. The net ~~increase~~change in total capitalization during the ~~nine~~six months ended ~~September~~June 30, ~~2017 primarily~~2018 largely reflected current year earnings ~~and~~partially offset by foreign currency translation ~~gains, partially offset by stock repurchases~~losses.

	Nine Months Ended													Six Months Ended
	September 30,						Dollar			%				June 30,						$			%
	2017			2016			Change			Change				2018			2017			Change			Change
	(in millions)													(in millions)
Net cash generated by operating activities	$	335.4		$	551.1		$	(215.7	)		(39.1	)	%	$	135.1		$	190.0		$	(54.9	)		(28.9	)	%
Net cash used in investing activities		(141.5	)		(39.5	)		(102.0	)	NM					(23.3	)		(18.8	)		(4.5	)		23.9
Net cash used in financing activities		(229.3	)		(558.1	)		328.8		NM					(10.6	)		(129.5	)		118.9			(91.8	)

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, we generated ~~$335.4~~$135.1 million of cash through operating activities compared to ~~$551.1~~$190.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The lower level of cash generation was primarily due to ~~the prior year benefit generated from the extension of vendor payment terms as well as higher 2016 incentive compensation paid in the current year. These declines were partially offset by higher~~lower cash ~~flow~~flows from accounts receivable due to ~~changes~~the receipt of approximately $60 million of customer payments in late 2017 that were due in the ~~timing~~first quarter of ~~sales and collections. In addition, we paid higher~~2018. This unfavorable impact to cash ~~taxes during the nine months ended September 30, 2017 than in the prior year period but this~~generated by operating activities was partially offset by lower ~~interest~~ payments ~~than in~~of incentive compensation during the ~~comparable period.~~

~~During the nine~~six months ended ~~September~~June 30, ~~2017, we acquired Cable Exchange and paid $105.2 million, net of cash acquired, using cash on hand. We recorded a noncurrent liability for~~2018 compared with the remaining $14.5 million payments due to the sellers. During the nine months ended September 30, 2016, we received adjustments to the BNS acquisition purchase price of $3.7 million and paid $1.0 million as a final payment on a previous acquisition.prior year period.

Investment in property, plant and equipment during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was ~~$51.2~~$30.8 million compared with ~~$49.7~~$30.6 million for the prior year period. The investment in property, plant and equipment was primarily related to supporting improvements in manufacturing operations, including expanding production capacity and investing in information technology, including software developed for internal use.

During the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, we received proceeds of $9.9 million related to the sale of the remainder of our investment in Hydrogenics Corporation. During the nine months ended September 30, 2016 we received $1.3 million in proceeds related to the sale of a portion of that investment.

~~During the nine months ended September 30, 2017~~sold property and ~~2016, we sold properties~~equipment no longer being utilized for $6.2 million and $5.0 million, ~~and $3.7 million,~~ respectively.

During the ~~nine~~six months ended ~~September~~June 30, 2018, we did not repay any of our debt; however, we will repay $400 million of our senior secured term loan due 2022 (the 2022 Term Loan) on July 31, 2018. The payment is expected to be made using $250 million of cash on hand and $150 million borrowed under our asset-based revolving credit facility. We also expect to voluntarily repay additional debt in the future and may repurchase certain of our senior notes if market conditions are favorable and the applicable indenture and the credit agreements governing the senior secured credit facilities permit such repayment or repurchase. In addition, we may refinance portions of our existing debt to lower borrowing costs, extend the term or adjust the total amount of fixed or floating-rate debt.

As of June 30, 2018, we had no outstanding borrowings under our revolving credit facility and the remaining availability was $506.4 million, reflecting a borrowing base of $527.1 million reduced by $20.7 million of letters of credit issued under the revolving credit facility.

During the six months ended June 30, 2018, we received proceeds of $4.9 million related to the exercise of stock options. Also during the six months ended June 30, 2018, employees surrendered 399,186 shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units and performance share units, which reduced cash flows by $15.5 million.

During the six months ended June 30, 2017, we issued ~~the~~$750.0 million of 5.00% Senior Notes due March 15, 2027 ~~Notes for $750.0 million~~(the 2027 Notes), and the proceeds, together with cash on hand, were used to (i) redeem all $500.0 million of the outstanding 2020 Notes, (ii) repay a portion of the outstanding borrowings under our senior secured term loans, including ~~the~~ $111.9 million of outstanding principal on our senior secured term loan due 2018 and $138.1 million of outstanding principal on the 2022 Term Loan, and (iii) pay related fees and expenses. We paid a $14.8 million premium to redeem the 2020 Notes and paid $7.2 million in debt issuance costs related to the 2027 Notes.

~~During~~ Also during the ~~nine~~six months ended ~~September~~June 30, 2017, we amended the 2022 Term Loan to reduce the interest rate margin by 50 basis points which resulted in the repayment of $30.4 million to certain lenders under the senior secured credit facilities and the receipt of $30.4 million in proceeds from the new lenders and existing lenders who increased their positions. We also paid $1.1 million in debt modification costs related to this amendment.

During the nine months ended September 30, 2017, we voluntarily repaid $25.0 million of the 2022 Term Loan. We expect to voluntarily repay additional debt and may repurchase certain of our senior notes if market conditions are favorable and the applicable indenture and the credit agreements governing the senior secured credit facilities permit such repayment or repurchase. We may also refinance portions of our existing debt to reduce interest rates, extend the term or adjust the total amount of fixed or floating-rate debt.

As of September 30, 2017, we had no outstanding borrowings under our revolving credit facility and the remaining availability was approximately $415.8 million, reflecting a borrowing base of $444.4 million reduced by $28.6 million of letters of credit issued under the revolving credit facility.

~~During the first half of the year,~~ we paid cash of $100.0 million to repurchase stock under ~~the~~a stock repurchase program authorized by our Board of Directors in February 2017. ~~We had no remaining authorization under this stock repurchase program as of September 30, 2017.~~ In August 2017, our Board of Directors approved a new stock repurchase plan of up to $100.0 million. We paid cash of $75.0 million to repurchase stock under this plan during the nine months ended September 30, 2017. We had $25.0 million remaining authorized under this stock repurchase program as of September 30, 2017. The repurchase authorization under this plan expires on July 31, 2018.

~~During the nine months ended September 30, 2017,~~addition, we received proceeds of $8.8 million related to the exercise of stock options. Also during the nine months ended September 30, 2017, employees surrendered 398,698 shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units and performance share units, which reduced cash flows by $15.0 million.

During the nine months ended September 30, 2016, we voluntarily redeemed the remaining $536.6 million of our senior PIK toggle notes, and we made mandatory debt repayments of $9.4 million on the 2022 Term Loan. Also during the nine months ended September 30, 2016, we received proceeds of $8.6$8.5 million related to the exercise of stock options and employees surrendered ~~115,598~~396,010 shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units, which reduced cash flows by ~~$2.9~~$14.9 million.

We are not party to any significant off-balance sheet arrangements except for operating leases. There have not been any material changes to our off-balance sheet arrangements during the six months ended June 30, 2018.

We believe that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful in assessing our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We also use certain of these financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the terms non-GAAP adjusted operating income and non-GAAP adjusted EBITDA may vary from that of others in our industry. These financial measures should not be considered as alternatives to operating income (loss), net income (loss) or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity.

We also believe presenting these non-GAAP results for the twelve months ended ~~September~~June 30, ~~2017~~2018 provides an additional tool for assessing our recent performance. Such amounts are unaudited and are derived by subtracting the data for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 from the data for the year ended December 31, ~~2016~~2017 and then adding the data for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018.

	Three Months				Nine Months				Year		Twelve Months		Three Months				Six Months				Year		Twelve Months
	Ended				Ended				Ended		Ended		Ended				Ended				Ended		Ended
	September 30,				September 30,				December 31,		September 30,		June 30,				June 30,				December 31,		June 30,
	2017		2016		2017		2016		2016		2017		2018		2017		2018		2017		2017		2018
	(in millions)												(in millions)
Operating income	$	126.8	$	180.7	$	386.0	$	455.3	$	574.8	$	505.5	$	164.7	$	136.4	$	268.4	$	256.4	$	472.0	$	484.0
Adjustments:
Amortization of purchased intangible assets		68.3		74.6		202.9		224.3		297.2		275.8		66.4		67.0		133.7		134.6		271.0		270.1
Restructuring costs, net		5.4		10.8		24.5		24.5		42.9		42.9		7.2		13.8		12.7		19.2		43.8		37.3
Equity-based compensation		11.0		8.4		31.6		26.6		35.0		40.0		11.8		11.2		22.4		20.6		41.9		43.7
Asset impairments		—		7.4		—		22.7		38.6		15.9
Integration and transaction costs (a)		12.0		14.8		38.2		45.1		62.3		55.4
Purchase accounting adjustments (b)		—		—		—		0.6		0.6		—
Integration and transaction costs ⁽¹⁾														1.0		12.6		2.5		26.2		48.0		24.3
Non-GAAP adjusted operating income	$	223.5	$	296.7	$	683.2	$	799.1	$	1,051.4	$	935.5	$	251.1	$	241.0	$	439.7	$	457.0	$	876.7	$	859.4
Depreciation		20.6		20.2		60.8		60.2		80.5		81.1		19.9		20.2		39.5		40.2		81.7		81.0
Non-GAAP adjusted EBITDA	$	244.1	$	316.9	$	744.1	$	859.4	$	1,131.8	$	1,016.5	$	271.1	$	261.3	$	479.2	$	497.2	$	958.4	$	940.4

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017			2016		2017		2016		2018		2017		2018		2017
	(in millions)									(in millions)
Operating income	$	55.6		$	75.9	$	192.2	$	207.5	$	85.4	$	74.1	$	138.5	$	121.1
Adjustments:
Amortization of purchased intangible assets		24.1			25.2		72.2		76.0		45.0		42.9		90.5		86.5
Restructuring costs, net		(0.2	)		2.5		4.6		8.4		4.7		9.6		7.1		14.4
Equity-based compensation		4.6			3.5		13.2		11.5		7.2		6.5		13.6		12.0
Integration and transaction costs		0.2			0.2		0.2		2.9		0.7		12.5		1.9		26.2
Non-GAAP adjusted operating income	$	84.2		$	107.2	$	282.3	$	306.3	$	142.9	$	145.6	$	251.6	$	260.2

In March 2017, we issued the 2027 Notes, redeemed the 2020 Notes and repaid a portion of our senior secured term loans. In May 2017, we repriced the 2022 Term Loan. The following table summarizes our contractual obligations at September 30, 2017:

This Quarterly Report on Form 10-Q or any other oral or written statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “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 statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, our ability to integrate the BNS business in a timely and cost-effective manner; our reliance on TE Connectivity for transition services for the BNS business; our ability to realize expected growth opportunities and cost savings from the BNS business; our dependence on customers’ capital spending on data and communication systems; concentration of sales among a limited number of customers and channel partners; changes in technology; industry competition and the ability to retain customers through product innovation, introduction and marketing; risks associated with our sales through channel partners; changes to the regulatory environment in which our customers operate; product quality or performance issues and associated warranty claims; our ability to maintain effective management information systems and to successfully implement major systems initiatives; cyber-security incidents, including data security breaches, ransomware or computer viruses; the risk our global manufacturing operations suffer production or shipping delays, causing difficulty in meeting customer demands; the risk that internal production capacity or that of contract manufacturers may be insufficient to meet customer demand or quality ~~standards for our products;~~standards; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing; risks associated with our dependence on a limited number of key suppliers for certain raw material and components; the risk that contract manufacturers we rely on encounter production, quality, financial or other difficulties; our ability to integrate and fully realize anticipated benefits from prior or future acquisitions or equity investments; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities ~~including delays or challenges related to removing, transporting or reinstalling equipment,~~ that may affect our ability to meet customer demands for products; possible future restructuring actions; substantial indebtedness and maintaining compliance with debt covenants; our ability to incur additional indebtedness; our ability to generate cash to service our indebtedness; possible future impairment charges for fixed or intangible assets, including goodwill; income tax rate variability and ability to recover amounts recorded as deferred tax assets; ~~our ability to recover value-added and similar tax receivables;~~ our ability to attract and retain qualified key employees; labor unrest; obligations under our defined benefit employee benefit plans may require plan contributions in excess of current estimates; significant international operations exposing us to economic, political and other risks, including the impact of variability in foreign exchange rates; our ability to comply with governmental anti-corruption laws and regulations and export and import controls worldwide; our ability to compete in international markets due to export and import controls to which we may be subject; changes in the laws and policies in the United States affecting ~~trade; cost~~trade, including the risk and uncertainty related to tariffs or a potential global trade war that may impact our products; costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign environmental laws; risks associated with stockholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact the trading value of our securities; and other factors beyond our control. These and other factors are discussed in greater detail in our ~~2016~~2017 Annual Report on Form 10-K. Although the information contained in this Quarterly Report on Form 10-Q represents our best judgment as of the date of this report based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this report, except as otherwise may be required by law.

~~Other than the changes disclosed below, there~~There have been no material changes in the interest rate risk, commodity price risk or foreign currency exchange rate risk information previously reported under Item 7A of our ~~2016~~2017 Annual Report on Form 10-K, as filed with the SEC on February ~~23, 2017.~~15, 2018.

The table below summarizes the expected interest and principal payments associated with our variable rate debt outstanding at September 30, 2017 (mainly the $1.1 billion variable rate term loan). The principal payments presented below are based on scheduled maturities and assume no borrowings under the revolving credit facility. The interest payments presented below assume the interest rate in effect at September 30, 2017. 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.

We also have $3.6 billion aggregate principal amount of fixed rate senior notes. The table below summarizes our expected interest and principal payments related to our fixed rate debt at September 30, 2017.

During the nine months ended September 30, 2017, we entered into foreign exchange forward contracts that are designated as net investment hedges and are intended to mitigate a portion of the foreign currency risk on the Euro net investment in a foreign subsidiary. As of September 30, 2017, the notional value of the forward contracts was $75.0 million and the fair value of the forward contracts was a $7.8 million loss. The forward contracts expire in the fourth quarter of 2017.

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

There have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company continues to rely on TE Connectivity to provide various services under transition service agreements related to portions of the acquired BNS business that have not yet been integrated into legacy CommScope systems. Management expects that changes to internal control over financial reporting will take place during the remainder of 2017 as significant portions of the operations that are subject to transition service agreements are expected to be integrated into legacy CommScope systems (see Risk Factors in our 2016 Annual Report on Form 10-K).

The material set forth under “Commitments and Contingencies” in Note 1 of Notes to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

There have been no material changes from our risk factors as previously reported in Item 1A of our ~~2016~~2017 Annual Report on Form ~~10-K.~~10-K, except as follows:

Potential tariffs or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products.

Recently, the United States (U.S.) administration announced tariffs on certain products imported into the U.S., which has resulted in reciprocal tariffs from other countries, including countries where we operate. The U.S. administration has also indicated that the U.S. may withdraw from or renegotiate the North American Free Trade Agreement with Mexico and Canada. Such announcements have created uncertainty about the future relationship between the U.S. and certain of its trading partners and may reduce global trade and trade between the U.S. and other nations, including countries in which we currently operate. Changes in policy or continued uncertainty could depress economic activity and restrict our access to suppliers or customers. We have significant international manufacturing operations, particularly in China and Mexico. If 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. 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.

On August 2,3, 2017, the Company announced that its Board of Directors had authorized the repurchase of up to $100.0 million of the Company’s outstanding common stock. The program does not obligate the Company to acquire any particular amount of its common stock, and the program may be extended, modified, suspended or discontinued at any time. The repurchase authorization expires on July 31, 2018.

The following table summarizes the stock purchase activity for the three months ended ~~September~~June 30, ~~2017:~~2018:

(1) The ~~total number of~~ shares purchased ~~includes 937 shares in July; 1,450 shares in August; and 301 shares in September that~~ were withheld to satisfy the ~~minimum~~ withholding tax obligations related to ~~RSUs~~restricted stock units and ~~PSUs~~performance share units that vested during the period.

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

Part I—Financial Information (Unaudited):

Item 1. Condensed Consolidated Financial Statements:

Condensed Consolidated Statements of Operations and Comprehensive Income	2

Condensed Consolidated Balance Sheets	3

Condensed Consolidated Statements of Cash Flows	4

Condensed Consolidated Statements of Stockholders’ Equity	5

Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk	40

Item 4. Controls and Procedures	4140

Part II—Other Information:

Item 1. Legal Proceedings	4241

Item 1A. Risk Factors	4241

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4241

Item 3. Defaults Upon Senior Securities	42

Item 4. Mine Safety Disclosures	42

Item 5. Other Information	42

Item 6. Exhibits	43

Signatures	44

	Three Months Ended June 30, 2018							Six Months Ended June 30, 2018
	As Reported		Amounts Without Adoption of ASU No. 2014-09		Effect of Change Increase / (Decrease)			As Reported		Amounts Without Adoption of ASU No. 2014-09		Effect of Change Increase / (Decrease)
Net sales	$	1,239,856	$	1,239,800	$	56		$	2,360,373	$	2,362,057	$	(1,684	)
Cost of sales		768,546		768,288		258			1,477,663		1,477,185		478
Operating income		164,688		164,890		(202	)		268,414		270,576		(2,162	)
Income tax expense		37,003		37,028		(25	)		49,604		50,142		(538	)
Net income		65,922		66,099		(177	)		99,657		101,281		(1,624	)

	CCS			CMS			Total
Goodwill, gross at December 31, 2016	$	2,077.5		$	901.8		$	2,979.3
Acquisitions		49.6			—			49.6
Foreign exchange		57.3			2.6			59.9
Goodwill, gross at September 30, 2017		2,184.4			904.4			3,088.8
Accumulated impairment charges at December 31, 2016 and September 30, 2017		(51.5	)		(159.5	)		(211.0	)
Goodwill, net at September 30, 2017	$	2,132.9		$	744.9		$	2,877.8

	CCS			CMS			Total
Goodwill, gross at December 31, 2017	$	2,193.2		$	904.4		$	3,097.6
Foreign exchange		(18.9	)		(1.4	)		(20.3	)
Goodwill, gross at June 30, 2018		2,174.3			903.0			3,077.3
Accumulated impairment charges at December 31, 2017 and June 30, 2018		(51.5	)		(159.5	)		(211.0	)
Goodwill, net at June 30, 2018	$	2,122.8		$	743.5		$	2,866.3

	As of June 30, 2018
	As Reported			Amounts Without Adoption of ASU No. 2014-09			Effect of Change Increase / (Decrease)
Assets:
Accounts receivable, less allowance for doubtful accounts	$	1,023,716		$	1,020,404		$	3,312
Inventories, net		479,468			483,275			(3,807	)
Liabilities:
Other accrued liabilities		297,755			300,040			(2,285	)
Equity:
Retained earnings (accumulated deficit)		(290,337	)		(292,127	)		1,790

	Estimated Fair Value
Cash and cash equivalents	$	3.5
Accounts receivable		6.4
Inventory		4.4
Property, plant and equipment		0.9
Goodwill		49.6
Identifiable intangible assets		61.1
Less: Liabilities assumed		(2.7	)
Net acquisition cost	$	123.2

	September 30, 2017		December 31, 2016
Raw materials	$	123,068	$	126,027
Work in process		108,353		135,848
Finished goods		253,641		211,392
	$	485,062	$	473,267

Foreign Currency Forward Contracts	Location of Gain (Loss)	Gain (Loss) Recognized
Three Months Ended September 30, 2017	Other income (expense), net	$	8,458
Three Months Ended September 30, 2016	Other income (expense), net	$	(262	)
Nine Months Ended September 30, 2017	Other income (expense), net	$	22,866
Nine Months Ended September 30, 2016	Other income (expense), net	$	(7,051	)

Foreign Currency Forward Contracts	Location of Loss	Effective Portion of Loss Recognized
Three Months Ended September 30, 2017	Other comprehensive income, net of tax	$	(1,471	)
Three Months Ended September 30, 2016	Other comprehensive income, net of tax		—
Nine Months Ended September 30, 2017	Other comprehensive income, net of tax	$	(4,822	)
Nine Months Ended September 30, 2016	Other comprehensive income, net of tax		—

Foreign Currency Forward Contracts	Location of Gain (Loss)	Effective Portion of Gain (Loss) Recognized
Three Months Ended June 30, 2018	Other comprehensive income (loss), net of tax	$	3,051
Three Months Ended June 30, 2017	Other comprehensive income (loss), net of tax	$	(2,996	)
Six Months Ended June 30, 2018	Other comprehensive income (loss), net of tax	$	2,453
Six Months Ended June 30, 2017	Other comprehensive income (loss), net of tax	$	(3,351	)

	Three Months Ended
	June 30,
	U.S. Plans						Non-U.S. Plans
	2018			2017			2018			2017
Service cost	$	—		$	—		$	1,023		$	1,197
Interest cost		1,323			1,490			1,316			1,312
Recognized actuarial loss		120			164			315			378
Amortization of prior service cost		—			—			10			—
Expected return on plan assets		(1,597	)		(1,687	)		(1,954	)		(1,877	)
Net periodic benefit cost (income)	$	(154	)	$	(33	)	$	710		$	1,010

	Pension Benefits												Other Postretirement Benefits
	Three Months Ended												Three Months Ended
	September 30,												September 30,
	U.S. Plans						Non-U.S. Plans						U.S. Plans
	2017			2016			2017			2016			2017			2016
Service cost	$	—		$	—		$	1,262		$	821		$	—		$	1
Interest cost		1,490			1,620			1,355			1,189			67			135
Recognized actuarial loss (gain)		164			236			387			26			(198	)		(346	)
Amortization of prior service credit		—			—			—			—			(1,034	)		(1,055	)
Expected return on plan assets		(1,687	)		(1,750	)		(1,946	)		(2,146	)		—			—
Net periodic benefit cost (income)	$	(33	)	$	106		$	1,058		$	(110	)	$	(1,165	)	$	(1,265	)

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Shares (in thousands)		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price Per Share		Shares (in thousands)		Weighted Average Exercise Price Per Share
$2.96 to $5.74		2,688		3.1	$	5.40		2,688	$	5.40
$5.75 to $22.99		886		2.6	$	8.64		886	$	8.64
$23.00 to $42.32		1,362		8.2	$	30.77		465	$	26.25
$2.96 to $42.32		4,936		4.4	$	12.98		4,039	$	8.51

			Amount of Payments Due per Period
Contractual Obligations	Total Payments Due		Remainder of 2017		2018-2019		2020-2021		Thereafter
	(in millions)
Long-term debt, including current maturities (a)	$	4,621.3	$	—	$	—	$	650.0	$	3,971.3
Interest on long-term debt (a)(b)		1,599.9		58.5		463.6		445.3		632.5
Operating leases		117.1		9.9		56.1		32.4		18.7
Purchase obligations (c)		10.4		10.4		—		—		—
Pension and other postretirement benefit liabilities (d)		11.2		3.6		3.2		1.9		2.5
Restructuring costs, net (e)		19.4		8.0		9.6		1.8		—
Unrecognized tax benefits (f)		—		—		—		—		—
Total contractual obligations	$	6,379.3	$	90.4	$	532.5	$	1,131.4	$	4,625.0

	Remainder of 2017			2018			2019			2020			2021			There- after
	(dollars in millions)
Principal and interest payments on variable rate debt	$	9.0		$	36.0		$	36.0		$	35.3		$	34.7		$	1,106.0
Average cash interest rate		3.36	%		3.36	%		3.36	%		3.30	%		3.24	%		3.24	%
Impact of 1% increase in interest rate index	$	2.7		$	10.7		$	10.7		$	10.7		$	10.7		$	10.7

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
July 1, 2017 - July 31, 2017		937	$	37.84		—	$	—
August 1, 2017 - August 31, 2017		2,310,920	$	32.48		2,309,470	$	25,000,000
September 1, 2017 - September 30, 2017		301	$	32.97		—	$	25,000,000
Total		2,312,158	$	32.48		2,309,470

31.1 **	Certification of Principal Executive Officer pursuant to Rule 13a-14(a).
31.2 **	Certification of Principal Financial Officer pursuant to Rule 13a-14(a).
32.1 **	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32)(ii) of Regulation S-K).
101.INS	XBRL Instance Document, furnished herewith.
101.SCH	XBRL Schema Document, furnished herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
**	Filed herewith.

	COMMSCOPE HOLDING COMPANY, INC.

~~October 31, 2017~~July 30, 2018	/s/ ~~Mark A. Olson~~Alexander W. Pease
Date	~~Mark A. Olson~~Alexander W. Pease
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and duly authorized officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a ~~small~~smaller reporting company)

~~Small~~Smaller reporting company

Emerging growth company