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

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

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

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

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

As of ~~October 29, 2018~~July 26, 2019 there were ~~192,223,144~~194,105,783 shares of Common Stock outstanding.

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Net sales

$
1,150,405

$
1,128,775

$
3,510,778

$
3,440,150

Operating costs and expenses:

Cost of sales

726,531

700,170

2,204,194

2,085,973

Selling, general and administrative

173,990

184,947

544,318

604,408

Research and development

44,807

44,599

142,436

140,569

Amortization of purchased intangible assets

65,782

68,271

199,453

202,890

Restructuring costs, net

7,070

5,360

19,738

24,521

Total operating costs and expenses

1,018,180

1,003,347

3,110,139

3,058,361

Operating income

132,225

125,428

400,639

381,789

Other income (expense), net

(2,379
)

3,209

(4,490
)

(9,248
)
Interest expense

(66,122
)

(61,798
)

(186,655
)

(192,769
)
Interest income

1,882

1,180

5,373

3,784

Income before income taxes

65,606

68,019

214,867

183,556

Income tax expense

(1,763
)

(16,862
)

(51,367
)

(43,373
)
Net income

$
63,843

$
51,157

$
163,500

$
140,183

Earnings per share:

Basic

$
0.33

$
0.27

$
0.85

$
0.73

Diluted

$
0.33

$
0.26

$
0.84

$
0.71

Weighted average shares outstanding:

Basic

192,219

191,824

191,920

192,973

Diluted

195,359

195,815

195,370

197,387

Comprehensive income:

Net income

$
63,843

$
51,157

$
163,500

$
140,183

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

(22,463
)

47,087

(84,222
)

174,187

Pension and other postretirement benefit activity

(1,079
)

(353
)

(3,802
)

(1,082
)
Gain (loss) on net investment hedge

192

(1,471
)

2,645

(4,822
)
Available-for-sale securities

—

(1,685
)

—

(2,508
)
Total other comprehensive income (loss), net of tax

(23,350
)

43,578

(85,379
)

165,775

Total comprehensive income

$
40,493

$
94,735

$
78,121

$
305,958

See notes to unaudited condensed consolidated financial statements.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Net sales	$	2,566.7		$	1,239.9		$	3,666.3		$	2,360.4
Cost of sales		1,906.7			782.7			2,608.2			1,505.4
Gross profit		660.0			457.2			1,058.1			855.0
Operating expenses:
Selling, general and administrative		480.9			171.1			666.3			342.6
Research and development		177.8			47.8			228.0			97.6
Amortization of purchased intangible assets		164.1			66.4			223.5			133.7
Restructuring costs, net		46.4			7.2			58.8			12.7
Total operating expenses		869.2			292.5			1,176.6			586.6
Operating income (loss)		(209.2	)		164.7			(118.5	)		268.4
Other income (expense), net		0.7			(3.2	)		(5.0	)		(2.1	)
Interest expense		(165.3	)		(60.7	)		(262.8	)		(120.5	)
Interest income		2.3			2.1			14.1			3.5
Income (loss) before income taxes		(371.5	)		102.9			(372.2	)		149.3
Income tax (expense) benefit		37.5			(37.0	)		35.9			(49.6	)
Net income (loss)		(334.0	)		65.9			(336.3	)		99.7
Series A convertible preferred stock dividend		(13.1	)		—			(13.1	)		—
Deemed dividend on Series A convertible preferred stock		(3.0	)		—			(3.0	)		—
Net income (loss) attributable to common stockholders	$	(350.1	)	$	65.9		$	(352.4	)	$	99.7

Earnings (loss) per share:
Basic	$	(1.81	)	$	0.34		$	(1.82	)	$	0.52
Diluted	$	(1.81	)	$	0.34		$	(1.82	)	$	0.51

Weighted average shares outstanding:
Basic		193.6			192.2			193.2			191.8
Diluted		193.6			195.2			193.2			195.3

	September 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Assets
Cash and cash equivalents	$	352,397		$	453,977		$	348.0		$	458.2
Accounts receivable, less allowance for doubtful accounts of $18,141 and $13,976, respectively		901,096			898,829
Accounts receivable, less allowance for doubtful accounts of $25.6 and $17.4, respectively								2,264.7			810.4
Inventories, net		490,767			444,941			1,404.1			473.3
Prepaid expenses and other current assets		123,277			146,112			284.4			135.9
Total current assets		1,867,537			1,943,859			4,301.2			1,877.8
Property, plant and equipment, net of accumulated depreciation of $425,577 and $390,389, respectively		445,746			467,289
Property, plant and equipment, net of accumulated depreciation of $482.2 and $437.7, respectively								767.3			450.9
Goodwill		2,858,640			2,886,630			5,759.1			2,852.3
Other intangible assets, net		1,420,677			1,636,084			4,670.6			1,352.0
Other noncurrent assets		125,696			107,804			438.5			97.5
Total assets	$	6,718,296		$	7,041,666		$	15,936.7		$	6,630.5
Liabilities and Stockholders' Equity
Accounts payable	$	441,409		$	436,737		$	1,406.5		$	399.2
Other accrued liabilities		323,211			286,980
Accrued and other liabilities								854.9			291.4
Current portion of long-term debt								24.0			—
Total current liabilities		764,620			723,717			2,285.4			690.6
Long-term debt		3,983,790			4,369,401			10,302.5			3,985.9
Deferred income taxes		97,849			134,241			345.1			83.3
Pension and other postretirement benefit liabilities		20,315			25,140
Other noncurrent liabilities		96,652			141,341			578.8			113.9
Total liabilities		4,963,226			5,393,840			13,511.8			4,873.7
Commitments and contingencies
Series A convertible preferred stock, $0.01 par value								1,000.0			—
Stockholders' equity:
Preferred stock, $.01 par value: Authorized shares: 200,000,000;
Issued and outstanding shares: None		—			—
Preferred stock, $0.01 par value: Authorized shares: 200,000,000;
Issued and outstanding shares: 1,000,000 Series A convertible preferred stock								—			—
Common stock, $0.01 par value: Authorized shares: 1,300,000,000;
Issued and outstanding shares: 192,222,782 and 190,906,110,
Issued and outstanding shares: 193,873,919 and 192,376,255,
respectively		1,990			1,972			2.0			2.0
Additional paid-in capital		2,372,764			2,334,071			2,410.7			2,385.1
Retained earnings (accumulated deficit)		(226,494	)		(395,998	)		(586.1	)		(249.8	)
Accumulated other comprehensive loss		(171,982	)		(86,603	)		(171.1	)		(159.2	)
Treasury stock, at cost: 6,738,136 shares and 6,336,144 shares,
Treasury stock, at cost: 7,153,511 shares and 6,744,082 shares,
respectively		(221,208	)		(205,616	)		(230.6	)		(221.3	)
Total stockholders' equity		1,755,070			1,647,826			1,424.9			1,756.8
Total liabilities and stockholders' equity	$	6,718,296		$	7,041,666		$	15,936.7		$	6,630.5

	Six Months Ended
	June 30,
	2019			2018
Operating Activities:
Net income (loss)	$	(336.3	)	$	99.7
Adjustments to reconcile net income (loss) to net cash generated by (used in) operating activities:
Depreciation and amortization		301.0			178.3
Equity-based compensation		30.7			22.4
Deferred income taxes		(105.4	)		(24.6	)
Changes in assets and liabilities:
Accounts receivable		(304.0	)		(137.0	)
Inventories		132.2			(48.0	)
Prepaid expenses and other assets		24.2			(0.6	)
Accounts payable and other liabilities		(1.0	)		40.9
Other		(3.0	)		4.0
Net cash generated by (used in) operating activities		(261.6	)		135.1
Investing Activities:
Additions to property, plant and equipment		(48.0	)		(30.8	)
Proceeds from sale of property, plant and equipment		0.8			6.2
Cash paid for current year acquisitions, net of cash acquired		(5,049.9	)		—
Cash paid for prior year acquisition		(11.0	)		—
Other		6.6			1.3
Net cash used in investing activities		(5,101.5	)		(23.3	)
Financing Activities:
Long-term debt repaid		(2,553.3	)		—
Long-term debt proceeds		6,933.0			—
Debt issuance costs		(118.1	)		—
Series A convertible preferred stock proceeds		1,000.0			—
Deemed dividend paid on Series A convertible preferred stock		(3.0	)		—
Proceeds from the issuance of common shares under equity-based compensation plans		2.7			4.9
Tax withholding payments for vested equity-based compensation awards		(9.3	)		(15.5	)
Net cash generated by (used in) financing activities		5,252.0			(10.6	)
Effect of exchange rate changes on cash and cash equivalents		0.9			(9.5	)
Change in cash and cash equivalents		(110.2	)		91.7
Cash and cash equivalent at beginning of period		458.2			454.0
Cash and cash equivalents at end of period	$	348.0		$	545.7

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Number of common shares outstanding:
Balance at beginning of period		193,456,207			192,077,678			192,376,255			190,906,110
Issuance of shares under equity-based compensation plans		510,460			138,864			1,907,093			1,707,573
Shares surrendered under equity-based compensation plans		(92,748	)		(2,045	)		(409,429	)		(399,186	)
Balance at end of period		193,873,919			192,214,497			193,873,919			192,214,497
Common stock:
Balance at beginning and end of period	$	2.0		$	2.0		$	2.0		$	2.0
Additional paid-in capital:
Balance at beginning of period	$	2,393.9		$	2,348.5		$	2,385.1		$	2,334.1
Issuance of shares under equity-based compensation plans		1.5			1.0			2.7			4.9
Equity-based compensation		23.1			11.9			30.7			22.4
Equity-based compensation assumed		8.3			—			8.3			—
Dividend on Series A convertible preferred stock		(13.1	)		—			(13.1	)		—
Deemed dividend on Series A convertible preferred stock		(3.0	)		—			(3.0	)		—
Balance at end of period	$	2,410.7		$	2,361.4		$	2,410.7		$	2,361.4
Retained earnings (accumulated deficit):
Balance at beginning of period	$	(252.1	)	$	(356.2	)	$	(249.8	)	$	(396.0	)
Net income (loss)		(334.0	)		65.9			(336.3	)		99.7
Cumulative effect of change in accounting principle		—			—			—			6.0
Balance at end of period	$	(586.1	)	$	(290.3	)	$	(586.1	)	$	(290.3	)
Accumulated other comprehensive loss:
Balance at beginning of period	$	(170.5	)	$	(41.8	)	$	(159.2	)	$	(86.6	)
Other comprehensive loss, net of tax		(0.6	)		(106.8	)		(11.9	)		(62.0	)
Balance at end of period	$	(171.1	)	$	(148.6	)	$	(171.1	)	$	(148.6	)
Treasury stock, at cost:
Balance at beginning of period	$	(228.8	)	$	(221.0	)	$	(221.3	)	$	(205.6	)
Net shares surrendered under equity-based compensation plans		(1.8	)		(0.1	)		(9.3	)		(15.5	)
Balance at end of period	$	(230.6	)	$	(221.1	)	$	(230.6	)	$	(221.1	)
Total stockholders' equity	$	1,424.9		$	1,703.4		$	1,424.9		$	1,703.4

Nine Months Ended

September 30,

2018

2017

Operating Activities:

Net income

$
163,500

$
140,183

Adjustments to reconcile net income to net cash generated by
  operating activities:

Depreciation and amortization

272,629

282,543

Equity-based compensation

33,723

31,572

Deferred income taxes

(32,616
)

(19,976
)
Changes in assets and liabilities:

Accounts receivable

(23,537
)

59,054

Inventories

(65,798
)

11,790

Prepaid expenses and other assets

(3,849
)

(22,682
)
Accounts payable and other liabilities

12,277

(178,505
)
Other

5,555

31,426

Net cash generated by operating activities

361,884

335,405

Investing Activities:

Additions to property, plant and equipment

(55,448
)

(51,152
)
Proceeds from sale of property, plant and equipment

12,715

5,016

Proceeds upon settlement of net investment hedge

1,331

—

Cash paid for acquisitions, including purchase price adjustments, net of
   cash acquired

—

(105,249
)
Other

—

9,898

Net cash used in investing activities

(41,402
)

(141,487
)
Financing Activities:

Long-term debt repaid

(550,000
)

(805,379
)
Long-term debt proceeds

150,000

780,379

Debt issuance and modification costs

—

(8,363
)
Debt extinguishment costs

—

(14,800
)
Cash paid for repurchase of common stock

—

(175,000
)
Proceeds from the issuance of common shares under equity-based
   compensation plans

4,988

8,803

Tax withholding payments for vested equity-based compensation
  awards

(15,592
)

(14,956
)
Net cash used in financing activities

(410,604
)

(229,316
)
Effect of exchange rate changes on cash and cash equivalents

(11,458
)

18,412

Change in cash and cash equivalents

(101,580
)

(16,986
)
Cash and cash equivalent at beginning of period

453,977

428,228

Cash and cash equivalents at end of period

$
352,397

$
411,242

Nine Months Ended

September 30,

2018

2017

Number of common shares outstanding:

Balance at beginning of period

190,906,110

193,837,437

Issuance of shares under equity-based compensation plans

1,718,664

2,117,965

Shares surrendered under equity-based compensation plans

(401,992
)

(398,698
)
Repurchase of common stock

—

(4,794,990
)
Balance at end of period

192,222,782

190,761,714

Common stock:

Balance at beginning of period

$
1,972

$
1,950

Issuance of shares under equity-based compensation plans

18

21

Balance at end of period

$
1,990

$
1,971

Additional paid-in capital:

Balance at beginning of period

$
2,334,071

$
2,282,014

Issuance of shares under equity-based compensation plans

4,970

8,782

Equity-based compensation

33,723

31,656

Cumulative effect of change in accounting principle

—

295

Balance at end of period

$
2,372,764

$
2,322,747

Retained earnings (accumulated deficit):

Balance at beginning of period

$
(395,998
)

$
(589,556
)
Net income

163,500

140,183

Cumulative effect of change in accounting principle

6,004

(206
)
Balance at end of period

$
(226,494
)

$
(449,579
)
Accumulated other comprehensive loss:

Balance at beginning of period

$
(86,603
)

$
(285,113
)
Other comprehensive income (loss), net of tax

(85,379
)

165,775

Balance at end of period

$
(171,982
)

$
(119,338
)
Treasury stock, at cost:

Balance at beginning of period

$
(205,616
)

$
(15,211
)
Net shares surrendered under equity-based compensation plans

(15,592
)

(14,956
)
Repurchase of common stock

—

(175,000
)
Balance at end of period

$
(221,208
)

$
(205,167
)
Total stockholders' equity

$
1,755,070

$
1,550,634

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~~communication and ~~edge layers of communication~~entertainment networks. The Company’s solutions ~~and services~~ for wired and wireless networks enable ~~high-bandwidth~~service providers including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, IP data services and Wi-Fi to their subscribers and allow enterprises to experience constant, wireless and wired connectivity across complex and varied networking environments. The Company’s solutions are complemented by a broad array of services including technical support, systems design and integration. CommScope is a leader in digital video and Internet Protocol Television distribution systems, broadband access infrastructure platforms, and associated data and voice ~~applications.~~Customer Premises Equipment. 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.

On April 4, 2019, the Company completed the acquisition of ARRIS International plc (ARRIS) (the Acquisition) in an all-cash transaction with a total purchase price of approximately $7.7 billion, including debt assumed. The results of operations of ARRIS’ products and services are reflected in the new reporting segments of Customer Premises Equipment (CPE), Network and Cloud (N&C) and Ruckus Networks (Ruckus). The Company borrowed approximately $7.0 billion, issued $1.0 billion in Series A Convertible Preferred Stock (the Convertible Preferred Stock) and used cash on hand to fund the Acquisition and related costs. See Note 2 for additional discussion of the Acquisition, Note 7 for additional discussion of the debt financing transactions and Note 12 for additional discussion of the Convertible Preferred Stock.

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

The Acquisition was accounted for using the acquisition method of accounting and the ARRIS results of operations are reported in the Company’s unaudited condensed consolidated financial statements from April 4, 2019, the date of acquisition, through June 30, 2019.

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. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (the ~~2017~~2018 Annual Report).

Effective April 1, 2019, the Company made a voluntary change in accounting principle related to its classification of internal handling costs to prepare goods for shipment. Historically, the Company presented these handling costs within selling, general and administrative expense (SG&A). Under the new policy, the Company is presenting these expenses within cost of sales in the Condensed Consolidated Statements of Operations. The Company believes that this change is preferable as the classification in cost of sales better reflects the costs of generating the related revenue and results in more meaningful presentation of gross margin. Additionally, this presentation enhances the comparability of the Company’s financial statements with industry peers and provides more consistency in the treatment of all shipping and handling costs. The accounting policy change was applied retrospectively to all periods presented. There was no change to net income (loss), earnings (loss) per share, retained earnings (accumulated deficit) or cash flows; however, cost of sales increased by $14.2 million and $27.7 million and SG&A decreased by the same amounts for the three and six months ended June 30, 2018, respectively. The Company recorded handling costs as a component of cost of sales for the three and six months ended June 30, 2019. The Condensed Consolidated Statements of Operations was adjusted to reflect this change; however, there was no other impact on the condensed consolidated 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 ~~2017~~2018 Annual Report. Other than the ~~changes~~enhancements described below to revenue recognition polices as a result of the Acquisition, the changes described below to lease policies as a result of the adoption of Accounting Standards Update (ASU) No. ~~2014-09,~~ ~~Revenue from Contracts with Customers,~~2016-02, Leases and the change in accounting principle related to the classification of internal handling costs described above, there were no material changes in the Company’s significant accounting policies during the three or ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.

The Company recognizes revenue based on the satisfaction of distinct obligations to transfer goods and services to customers. The ~~majority of the~~ Company’s revenue is generated from product ~~sales.~~or equipment sales; bundled sales arrangements inclusive of product, software and services; and custom design and installation services. Revenue ~~from~~is recognized when performance obligations in a contract are satisfied through the transfer of control of the good or service at the amount of consideration expected to be received. The following are required before revenue is recognized:

For product sales, revenue is recognized when control isof the product has transferred to the customer, ~~typically upon either shipment or delivery. A minor portion~~which is generally at the point in time when products have been shipped, right to payment has been obtained and risk of loss has been transferred. Certain of the Company’s ~~revenue~~product performance obligations include proprietary operating system software, which typically is ~~derived from~~not considered separately identifiable. Therefore, sales of these products and the related software are considered one performance obligation.

Certain customer transactions may be project ~~contracts containing a combination of product~~based and ~~service obligations. Revenue from project contracts is recognized either at a point in time or over time using cost input methods,~~include multiple performance obligations based on the ~~specific terms~~bundling of ~~each contract.~~

~~For project contracts containing~~equipment, software and services. When a multiple ~~distinct~~ performance ~~obligations,~~obligation arrangement exists, the transaction price is allocated ~~based~~to the performance obligations, and revenue is recognized on ~~the relative standalone estimated selling price of each performance obligation. The~~a relative standalone selling price basis upon transfer of control of each deliverable. To determine the standalone selling price, the Company first looks to establish the standalone selling price through an observable price when the good or service is ~~determined using current~~sold separately in similar circumstances. If the standalone selling price ~~lists~~cannot be established through an observable price, the Company will make an estimate based on market conditions, customer specific factors and ~~observable pricing in separate contracts with similar customers.~~ customer class. The Company may use a combination of approaches to estimate the standalone selling price.

For performance obligations recognized ~~over-time,~~over time, judgment is required to evaluate assumptions, including the total estimated costs to determine progress towards completion of the performance obligation and to calculate the corresponding amount of revenue to recognize. If estimated total costs on any contract are greater than the net contract revenues, the entire estimated ~~loss is recognized in the period the loss becomes known. The cumulative effects on revenue from revisions to total estimated~~ costs are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated.

~~The Company also recognizes~~License contracts include revenue ~~from other customer contract types, including~~recognized for the licensing of intellectual property, including software, ~~licensing~~sold separately without products. Functional intellectual property licenses do not meet the criteria for revenue to be recognized over time and revenue is most commonly recognized upon delivery of the license/software to the customer.

Other customer contract types include a variety of 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.services offerings, including:

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 but not limited to 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.

Unbilled receivables are recorded when revenues are recognized in advance of invoice issuance. A contract asset is any portion of unbilled receivables for which the right to consideration is conditional on a factor other than the passage of time, which is common for certain project contract performance obligations. These assets are presented on a combined basis with accounts receivable and are converted to accounts receivable once the Company’s right to the consideration becomes unconditional, which varies by contract but is generally based on achieving certain acceptance milestones. The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would be one year or less.

The Company includes shipping and handling costs billed to customers in net sales and includes the costs incurred to transport product to customers as well as certain internal handling costs, which relate to activities to prepare goods for shipment, as cost of sales. Shipping and handling costs incurred after control is transferred to the customer are accounted for as fulfillment costs and are not accounted for as separate revenue obligations.

The Company determines if a contract is a lease or contains a lease at inception. Right of use assets related to operating type leases are reported in other noncurrent assets and the present value of remaining lease obligations is reported in accrued and other liabilities and other noncurrent liabilities on the Condensed Consolidated Balance Sheets. CommScope does not currently have any financing type leases.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The majority of the Company’s leases do not provide an implicit rate; therefore, the Company uses the incremental borrowing rates applicable to the economic environment and the duration of the lease, based on the information available at commencement date, in determining the present value of future payments. The right of use asset for operating leases is measured using the lease liability adjusted for the impact of lease payments made prior to commencement, lease incentives received, initial direct costs incurred and any asset impairments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The Company remeasures and reallocates the consideration in a lease when there is a modification of the lease that is not accounted for as a separate contract. The lease liability is remeasured when there is a change in the lease term or a change in the assessment of whether the Company will exercise a lease option. The Company assesses right of use assets for impairment in accordance with its long-lived asset impairment policy.

The Company accounts for lease agreements with contractually required lease and non-lease components on a combined basis. Lease payments made for cancellable leases, variable amounts that are not based on an observable index and lease agreements with an original duration of less than twelve months are recorded directly to lease expense.

No direct customer accounted for 10% or more of the Company’s total net sales during the three or six months ended June 30, 2019. No direct customer accounted for 10% or more of the Company’s accounts receivable as of June 30, 2019.

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 ~~nine~~six months ended ~~September~~June 30, 2018. Net sales to ~~Anixter~~KGP Companies (KGPCo) accounted for ~~12% and 11%~~10% of the Company’s ~~total~~ net sales during the three ~~and nine~~ months ended ~~September~~June 30, ~~2017, respectively. Sales to Anixter primarily originate within the CCS segment.~~2018. Other than Anixter and KGPCo, no direct customer accounted for 10% or more of the Company’s total net sales for the three or ~~nine~~six months ended ~~September~~June 30, ~~2018 or 2017.~~2018.

~~Accounts receivable from Anixter accounted for 12%~~As of June 30, 2019, funds affiliated with Carlyle Partners VII S1 Holdings, L.P. (Carlyle) owned 100% of the Convertible Preferred Stock, which is approximately 16% of the Company’s ~~accounts receivable as of September 30, 2018. Other than Anixter, no direct customer accounted for 10% or more of the Company’s accounts receivable as of September 30, 2018.~~common stock on an if-converted basis.

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

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

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

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, including the matter further described below, will have a material adverse effect on the Company’s business or financial condition upon final disposition.

The Company intervened as defendants in Fractus, S.A. (Fractus) v. CommScope Technologies LLC, T-Mobile U.S., Inc., T-Mobile USA, Inc., Verizon Communications, Inc. and Cello Partnership d/b/a Verizon Wireless, which is a consolidated patent infringement action brought by Fractus, in the United States (U.S.) District Court for the Eastern District of Texas (the Court) alleging that defendants infringed on Fractus’ patents on cellular base station antenna technologies. The Court has set the action for trial commencing on September 9, 2019. The Company believes that Fractus will not succeed on the merits of their claims and the Company intends to defend vigorously against them, and as such, the Company cannot reasonably estimate the amount of loss that could result from an unfavorable outcome in this matter. The outcome of this action is uncertain, but based on current information, the Company does not expect it to have a material adverse effect on its financial condition and results of operations.

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. During the ~~three months ended September 30, 2018, through~~first quarter of 2019, the ~~annual planning process,~~Company assessed goodwill for impairment due to a change in reporting units in the Connectivity segment. As a result, the Company performed impairment testing for goodwill under the Connectivity segment reporting unit structure immediately before the change and determined that no impairment existed. The Company reallocated goodwill to the new reporting units and performed impairment testing for goodwill immediately after the change and determined no impairment existed.

Since the closing of the Acquisition on April 4, 2019, the ARRIS reporting units (CPE, N&C and Ruckus) have continued to experience challenges that have impacted the Company’s performance. These challenges include declines in spending by cable operator customers that have resulted in recent declines in net sales and operating income for these reporting units and the loss of key leaders of these reporting units following the Acquisition. Certain of these challenges are expected to persist throughout the remainder of 2019 and will impact management’s ability to grow these businesses at the rate that was originally estimated when the Acquisition was closed. Based on these factors, during the second quarter of 2019, the Company determined that ~~an indicator~~indicators of possible goodwill impairment existed for ~~certain~~the reporting units ~~as a result of reductions in expected sales and operating income.~~from the recently acquired ARRIS business. The Company performed ~~a step one~~ goodwill impairment ~~test as of September 30, 2018,~~testing and ~~all reporting units passed step one. The Company identified~~determined that no impairment existed. There were no goodwill impairments identified during the three ~~or nine~~and six months ended ~~September~~June 30, ~~2018~~2019 or ~~2017.~~2018.

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. Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of restructuring actions, there were no definite-lived intangible or other long-lived asset impairments identified during the three ~~or nine~~and six months ended ~~September~~June 30, ~~2018~~2019 or ~~2017.~~2018.

On December 22, 2017, the United States (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. DuringFor the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, the Company’s effective tax rate was 10.1% and 9.6%, respectively, and the Company recognized a ~~$2.5 million~~ tax benefit of $37.5 million on a net loss of $371.5 million and a tax benefit of $35.9 million on a net loss of $372.2 million, respectively. The Company’s tax benefit was unfavorably impacted by the impact of U.S. anti-deferral provisions and foreign withholding taxes but this impact was partially offset by the favorable impact of federal tax credits for the three and six months ended June 30, 2019. The impact of excess tax costs related to ~~changes made to~~equity-based compensation awards was not material for the provisional amounts, primarily related to the Company’s transition tax and from revaluing the Company’s U.S. deferred tax assets and liabilities. The Company expects to continue to refine the calculations as additional analysis is completed and as additional guidance and interpretations are available. Any changes made could be material to income tax expense.three or six months ended June 30, 2019.

The effective income tax rate of ~~2.7%~~36.0% and 33.2% for the three and six months ended ~~September~~June 30, 2018, was lower than the statutory rate of 21.0% due to a reduction in tax expense of $24.1 million related to the expiration of statutes of limitations on various uncertain tax positions. The effective income tax rate of 23.9% for the nine months ended September 30, 2018respectively, 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 ~~a reduction in tax expense related to the expiration of statutes of limitations on various uncertain tax positions discussed above and~~ the favorable impact of $0.4 million and $4.7 million of excess tax benefits related to equity-based compensation awards for the ~~nine~~three and six months ended ~~September~~June 30, ~~2018.~~2018, respectively.

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

For the three and six months ended June 30, 2019, 12.2 million shares and 8.9 million shares, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was either antidilutive or the performance conditions were not met. Of those amounts, for the three and six months ended June 30, 2019, 2.2 million shares and 2.5 million shares, respectively, would have been considered dilutive if the Company had not been in a net loss position. For the three and six months ended June 30, 2018, 2.2 million and 1.7 million shares, respectively, were not included in the computation of diluted EPS because the effect was either antidilutive or the performance conditions were not met.

For the three and six months ended June 30, 2019, 34.8 million and 17.5 million, respectively, of as-if converted shares related to the Convertible Preferred Stock were excluded from the diluted share count because they were anti-dilutive, however, they would have been considered dilutive if the Company had not been in a net loss position.

The effective income tax rate of 24.8% and 23.6% for the three and nine months ended September 30, 2017, 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. In addition, the effective income tax rate was favorably impacted by $0.4 million and $13.5 million of excess tax benefits related to equity-based compensation awards for the three and nine months ended September 30, 2017, respectively. Offsetting these decreases for the three and nine months ended September 30, 2017 was the effect of the provision for state income 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 (2.5 million shares and 1.8 million shares for the three and nine months ended September 30, 2018, respectively, and 1.7 million shares and 1.3 million shares for the three and nine months ended September 30, 2017, respectively).

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

	Three Months Ended				Nine Months Ended				Three Months Ended					Six Months Ended
	September 30,				September 30,				June 30,					June 30,
	2018		2017		2018		2017		2019			2018		2019			2018
Numerator:
Net income for basic and diluted earnings per share	$	63,843	$	51,157	$	163,500	$	140,183
Net income (loss)									$	(334.0	)	$	65.9	$	(336.3	)	$	99.7
Dividends on Series A convertible preferred stock										(13.1	)		—		(13.1	)		—
Deemed dividends on Series A convertible preferred stock										(3.0	)		—		(3.0	)		—
Net income (loss) attributable to common stockholders									$	(350.1	)	$	65.9	$	(352.4	)	$	99.7

Denominator:
Weighted average common shares outstanding - basic		192,219		191,824		191,920		192,973		193.6			192.2		193.2			191.8
Dilutive effect of as-if converted Series A convertible preferred stock										—			—		—			—
Dilutive effect of equity-based awards		3,140		3,991		3,450		4,414		—			3.0		—			3.5
Weighted average common shares outstanding - diluted		195,359		195,815		195,370		197,387		193.6			195.2		193.2			195.3

Earnings per share:
Earnings (loss) per share:
Basic	$	0.33	$	0.27	$	0.85	$	0.73	$	(1.81	)	$	0.34	$	(1.82	)	$	0.52
Diluted	$	0.33	$	0.26	$	0.84	$	0.71	$	(1.81	)	$	0.34	$	(1.82	)	$	0.51

~~The~~On January 1, 2019, the Company adopted ASU No. ~~2014-09,~~ ~~Revenue from Contracts with Customers,~~ ~~including~~2016-02, Leases, and all subsequently issued clarifying ~~guidance, on January 1, 2018. The core principle of~~guidance. Under the new guidance, islessees are required 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 those goods or services. The Company adopted the standard using the modified retrospective approach with the cumulative effect of applying the standard on the date of adoption recognized in retained earnings (accumulated deficit).

~~Revenue recognition~~assets and lease liabilities for the Company’s product sales remained generally consistent with historical practice. However, the adoption of ASU No. 2014-09 resulted in acceleration of revenue recognition for certain project contracts containing integrated productrights 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 nine months ended September 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 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 tax, of $3.4 million, which reduced the

(created by leased assets previously classified as operating leases. In ~~thousands, unless otherwise noted)~~

~~accumulated deficit on the Condensed Consolidated Balance Sheets. This adjustment reflects an acceleration of revenues of $8.0 million.~~

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

~~The Company adopted ASU No. 2016-01,~~ ~~Recognition and Measurement of Financial Assets and 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, 2018 that decreased the accumulated deficit on the Condensed Consolidated Balance Sheets as a result of 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 same line item as other compensation costs arising from services rendered by the employee and requires the other components of net periodic benefit cost to be reported outside the subtotal of operating income. Of the total $1.3 million of net periodic benefit income for the three months ended September 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 $3.8 million of net periodic benefit income for the nine months ended September 30, 2018, $6.9 million of net periodic benefit income was recorded in other income (expense), net, and $3.2 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 nine months ended September 30, 2018 as the basis for applying the retrospective presentation requirements. The Company reclassified $1.4 million and $4.2 million of net periodic benefit income from operating income to other income (expense), net for the three and nine months ended September 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 nine months ended September 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 this change to the financial statements.

~~In August 2018, the Financial Accounting Standards Board (FASB) issued ASU No. 2018-15,~~ ~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (CCA) that is a Service Contract,~~ which aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. ASU No. 2018-15 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 will be adopted.

~~In August~~July 2018, the FASB issued ASU No. ~~2018-14,~~ ~~Disclosure Framework: Changes~~2018-11, which permitted entities to record the impact of adoption using a modified retrospective method with any cumulative-effect as an adjustment to retained earnings (accumulated deficit) as opposed to restating comparative periods for the effects of applying the new standard. The Company elected this transition approach; therefore, the Company’s prior period reported results are not restated to include the impact of this adoption. In addition, the Company elected the package of three transition practical expedients which alleviate the requirement to reassess embedded leases, lease classification and initial direct costs for leases commencing prior to the ~~Disclosure Requirements for Defined Benefit Plans,~~ which adds disclosure requirements identified as relevant for employers that sponsor defined benefit pension or other postretirement plans, removes disclosures that are no longer considered cost beneficial, and clarifies existing guidance for certain disclosure requirements. ASU No. 2018-14 is effective for the Company asadoption date.

The adoption effect of ~~January 1, 2021 and early adoption is permitted. The Company does not expect~~ the new guidance ~~to have a significant impact on~~increased total assets and total liabilities in the ~~consolidated financial statements.~~

~~In February 2018, the FASB issued ASU No. 2018-02,~~ ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~, which allows companies to elect reclassification from accumulated other comprehensive income to retained earnings for certain tax effects resulting from the U.S. tax legislation enacted in 2017. ASU No. 2018-02 is effective for the CompanyCondensed Consolidated Balance Sheets by $98.8 million as of January 1, 2019 due to the addition of right-of-use assets and ~~early~~lease obligations for operating type leases, net of the elimination of existing prepaid rent, deferred rent and lease termination cost amounts. The adoption ~~is permitted. The Company does~~of the new standard did not ~~expect to elect~~materially affect the ~~permitted reclassification~~Condensed Consolidated Statements of Operations; and therefore, ~~does not expect~~no cumulative effect adjustment was recorded. Adoption of the new ~~guidance to have an impact on~~standard also did not materially affect the ~~consolidated financial statements.~~Condensed Consolidated Statements of Cash Flows. See Note 5 for further discussion of the Company’s leasing activities.

InOn January ~~2017,~~1, 2019, the ~~FASB issued~~Company adopted 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~~the Company 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~~amount and 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~~Adoption of the new standard did not materially affect the Company’s consolidated financial statements.

On January 1, 2019, the Company adopted ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (CCA) that is a Service Contract. The new guidance aligns the accounting for costs incurred to implement a CCA that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Adoption of the new standard did not materially impact the Company’s consolidated financial ~~statements and when it will be adopted.~~statements.

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 plans to adopt this guidance as of January 1, 2020 and is evaluating the impact of the new guidance on the consolidated financial ~~statements~~statements.

On April 4, 2019, the Company acquired all of the issued ordinary shares of ARRIS in an all cash transaction with a total consideration of approximately $7.7 billion, including debt assumed. ARRIS is a global leader in entertainment, communications and ~~when it~~networking technology. The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the Company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures. For the three and six months ended June 30, 2019, net sales of $1.4 billion and an operating loss of $0.4 billion were included in the Condensed Consolidated Statements of Operations related to the ARRIS business. For the three and six months ended June 30, 2019, the Company recorded $167.0 million and $187.7 million, respectively, of transaction and integration costs related to the Acquisition and these costs were recognized in SG&A in the Condensed Consolidated Statements of Operations.

The following amounts represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed from the ARRIS acquisition. The final determination of the fair value of certain assets and liabilities will be ~~adopted.~~completed within the one year measurement period from the date of acquisition as required by Accounting Standards Codification (ASC) Topic 805, Business Combinations. As of June 30, 2019, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including the validation of the underlying cash flows used to determine the fair value of the identified intangible assets. The size and breadth of the ARRIS acquisition necessitates use of the one year measurement period to adequately analyze all the factors used in establishing the asset and liability fair values as of the acquisition date, including, but not limited to, intangible assets, inventory, real property, leases, deferred tax assets and liabilities, certain reserves and the related tax impacts of any adjustments. Any potential adjustments could be material in relation to the preliminary values presented below:

The fair value of net accounts receivable is $1,151.8 million with a gross contractual amount of $1,170.0 million. The Company expects $18.2 million to be uncollectible. Total consideration excludes $134.6 million related to the cash settlement of outstanding unvested ARRIS equity compensation awards. These cash settled equity awards were recorded as transaction costs during the three and six months ended June 30, 2019 and are included in SG&A in the Condensed Consolidated Statements of Operations.

In ~~February 2016,~~order to allocate 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~~consideration transferred 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. In July 2018, the FASB issued ASU No. 2018-11, which allows entities a transition election to change the date of initial application of the standard to the beginning of the year of adoption and to recognize the effects of applying Topic 842 as a cumulative-effect adjustment to retained earnings (accumulated deficit) as opposed to restating comparative periods for the effects of applying the new standard. The Company expects to elect this transition approach. 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. The Company continues to assess the impact of adoption on the consolidated financial statements but expects the only significant impact of the ASU to be the recognition of right-of-use assets and lease liabilities for operating leases.

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 CCS segment for the three and nine months ended September 30, 2018 and 2017 and were not material.

~~The allocation of the purchase price, based on estimates of~~ARRIS, the fair values of all identifiable assets and liabilities were established. For accounting and financial reporting purposes, fair value is defined under ASC Topic 820, Fair Value Measurements and Disclosures as the price that would be received upon sale of an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, fair value measurements for an asset assume the highest and best use of that asset by market participants. Use of different estimates and judgments could yield different results. In determining the fair value of identifiable assets acquired and liabilities assumed, isa review was conducted for any significant contingent assets or liabilities existing as ~~follows (in millions):~~of the acquisition date.

The goodwill arising from the ~~purchase price allocation of the Cable Exchange~~ARRIS acquisition is believed to result from the ~~Company’s~~company’s reputation in the marketplace and assembled workforce and is not expected to be deductible for income tax purposes.

~~3. GOODWILL~~Various valuation techniques were used to estimate the fair value of the assets acquired and the liabilities assumed which use significant unobservable inputs, or Level 3 inputs as defined by the fair value hierarchy. Using these valuation approaches requires the Company to make significant estimates and assumptions. The estimated fair values are expected to change as the Company completes its valuation analyses of the assets acquired and liabilities assumed.

The table below summarizes the preliminary valuations of the intangible assets acquired that were determined by management to meet the criteria for recognition apart from goodwill and determined to have finite lives. The values presented below are preliminary estimates and are subject to change as management completes its valuation of the ARRIS acquisition.

The amounts related to ARRIS included in the following unaudited pro forma information are based on their historical results and, therefore, may not be indicative of the actual results when operated as part of CommScope. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, the unaudited pro forma financial information should not be relied upon as being indicative of the results that would have been realized had the acquisition of ARRIS occurred as of the date indicated or that may be achieved in the future.

The following table presents ~~goodwill by reportable segment~~the unaudited pro forma consolidated results of operations for CommScope for the three and six months ended June 30, 2019 and 2018 as though the acquisition of ARRIS had been completed as of January 1, 2018 (in ~~millions)~~millions, except per share amounts):

These unaudited pro forma results reflect adjustments for net interest expense for the debt related to the acquisition; depreciation expense for property, plant and equipment that has been marked up to its estimated fair value; amortization for intangible assets with finite lives identified separate from goodwill; equity-based compensation for equity awards issued to ARRIS employees; and the related income tax impacts of these adjustments.

The unaudited pro forma results for the three and six months ended June 30, 2019 were adjusted to exclude certain non-recurring transaction and integration costs, acquisition accounting adjustments related to the markup of inventory to its estimated fair value and deferred revenue, and the related income tax impacts. The unaudited pro forma results for the three and six months ended June 30, 2018 were adjusted to include the impact of these items. These adjustments in the aggregate on a pre-tax basis were $328.0 million and $345.6 million for the three and six months ended June 30, 2019, respectively and $(110.3) million and $(441.4) million for the three and six months ended June 30 ,2018, respectively.

4. ~~SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION~~REVENUE FROM CONTRACTS WITH CUSTOMERS

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

													Three Months Ended
	Three Months Ended						Nine Months Ended						June 30,
	September 30, 2018						September 30, 2018						Connectivity				Mobility				CPE				N&C				Ruckus				Total
	CCS		CMS		Total		CCS		CMS		Total		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
Contract type:
Product contracts	$	728.6	$	395.6	$	1,124.2	$	2,138.6	$	1,295.4	$	3,434.0	$	668.8	$	738.4	$	509.2	$	474.5	$	885.2	$	—	$	238.1	$	—	$	133.4	$	—	$	2,434.7	$	1,212.9
Project contracts		0.3		13.1		13.4		0.4		37.1		37.5		—		0.1		11.8		13.5		—		—		16.7		—		—		—		28.5		13.6
Other contracts		2.8		10.0		12.8		6.8		32.5		39.3		2.1		2.0		8.4		11.4		3.8		—		75.8		—		13.4		—		103.5		13.4
Consolidated net sales	$	731.7	$	418.7	$	1,150.4	$	2,145.8	$	1,365.0	$	3,510.8	$	670.9	$	740.5	$	529.4	$	499.4	$	889.0	$	—	$	330.6	$	—	$	146.8	$	—	$	2,566.7	$	1,239.9

													Six Months Ended
													June 30,
													Connectivity				Mobility				CPE				N&C				Ruckus				Total
													2019		2018		2019		2018		2019		2018		2019		2018		2019		2018		2019		2018
Contract type:
Product contracts													$	1,313.7	$	1,410.0	$	943.6	$	899.8	$	885.2	$	—	$	238.1	$	—	$	133.4	$	—	$	3,514.0	$	2,309.8
Project contracts														—		0.1		23.1		24.0		—		—		16.7		—		—		—		39.8		24.1
Other contracts														3.3		4.0		16.2		22.5		3.8		—		75.8		—		13.4		—		112.5		26.5
Consolidated net sales													$	1,317.0	$	1,414.1	$	982.9	$	946.3	$	889.0	$	—	$	330.6	$	—	$	146.8	$	—	$	3,666.3	$	2,360.4

Further information on net sales by reportable segment and geographic region is included in Note 8.10.

The following table provides the balance sheet location and amounts of contract assets and liabilities from contracts with customers as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

There were no material changes to contract asset balances for the three or ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 as a result of changes in estimates or impairments. ~~The full~~As of June 30, 2019, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied that have a duration of one year or less was $85.3 million, with the remaining $30.5 million having a duration greater than one year.

The following table presents the changes in deferred revenue ~~balance as~~for the six months ended June 30, 2019:

The Company has operating type leases for real estate, equipment and vehicles in both the U.S. and internationally. As of ~~September~~June 30, ~~2018~~2019, the Company had no finance type leases. The Company’s leases have remaining lease terms of up to 10 years, some of which may include options to extend the leases for up to 5 years or options to terminate the leases within 1 year. Operating lease expense was $25.5 million and $38.3 million for the three and six months ended June 30, 2019, respectively, inclusive of period cost for short-term, cancellable and variable leases, not included in lease liabilities, of $5.8 million and $9.4 million for the three and six months ended June 30, 2019, respectively.

The Company occasionally subleases all or a portion of certain unutilized real estate facilities. As of June 30, 2019, the Company’s sublease arrangements were classified as ~~a current liability as~~operating type leases and the ~~Company expects to recognize these~~income amounts ~~over~~were not material for the ~~next twelve months.~~three or six months ended June 30, 2019.

~~Other Accrued Liabilities~~Supplemental cash flow information related to operating leases:

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,
	2018			2017			2018			2017			2019			2018			2019			2018
Foreign currency translation
Balance at beginning of period	$	(114,529	)	$	(127,048	)	$	(52,770	)	$	(254,148	)	$	(150.3	)	$	(6.0	)	$	(140.5	)	$	(52.7	)
Other comprehensive income (loss)		(22,470	)		47,087			(84,229	)		173,920			8.5			(108.5	)		(1.6	)		(61.8	)
Amounts reclassified from AOCL		7			—			7			267			1.4			—			1.7			—
Balance at end of period	$	(136,992	)	$	(79,961	)	$	(136,992	)	$	(79,961	)	$	(140.4	)	$	(114.5	)	$	(140.4	)	$	(114.5	)

Net investment hedge
Hedging instruments
Balance at beginning of period	$	(2,528	)	$	(3,351	)	$	(4,981	)	$	—		$	(2.9	)	$	(5.6	)	$	(1.4	)	$	(5.0	)
Other comprehensive income (loss)		192			(1,471	)		2,645			(4,822	)		(10.4	)		3.1			(11.9	)		2.5
Balance at end of period	$	(2,336	)	$	(4,822	)	$	(2,336	)	$	(4,822	)	$	(13.3	)	$	(2.5	)	$	(13.3	)	$	(2.5	)

Defined benefit plan activity
Balance at beginning of period	$	(31,575	)	$	(34,202	)	$	(28,852	)	$	(33,473	)	$	(17.3	)	$	(30.3	)	$	(17.3	)	$	(28.9	)
Amounts reclassified from AOCL		(1,079	)		(353	)		(3,802	)		(1,082	)		(0.1	)		(1.3	)		(0.1	)		(2.7	)
Balance at end of period	$	(32,654	)	$	(34,555	)	$	(32,654	)	$	(34,555	)	$	(17.4	)	$	(31.6	)	$	(17.4	)	$	(31.6	)

Available-for-sale securities
Balance at beginning of period	$	—		$	1,685		$	—		$	2,508
Other comprehensive income (loss)		—			(154	)		—			3,159
Amounts reclassified from AOCI		—			(1,531	)		—			(5,667	)
Balance at end of period	$	—		$	—		$	—		$	—
Net AOCL at end of period	$	(171,982	)	$	(119,338	)	$	(171,982	)	$	(119,338	)	$	(171.1	)	$	(148.6	)	$	(171.1	)	$	(148.6	)

Amounts reclassified from net AOCL related to foreign currency translation ~~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.~~Operations.

See Note 6 in the Notes to Consolidated Financial Statements in the ~~2017~~2018 Annual Report for additional information on the terms and conditions of the ~~Company’s debt obligations.~~

~~In July 2018,~~5.00% senior notes due 2027, the ~~Company repaid $400.0 million of its~~6.00% senior notes due 2025, the 5.50% senior notes due 2024, the 5.00% senior notes due 2021 (collectively, the Existing Notes) and the senior secured term loan due 2022 (the 2022 Term Loan).

In connection with the Acquisition, in February 2019, CommScope Finance LLC, a wholly owned subsidiary of the Company and an unrestricted subsidiary as defined in the indentures governing the Existing Notes and the credit agreements governing the Company’s then-existing senior secured credit facilities, issued $1.0 billion of 8.25% senior notes due 2027 (the New Unsecured Notes), $1.5 billion of 6.00% senior secured notes due 2026 (the 2026 Secured Notes) and $1.25 billion of 5.50% senior secured notes due 2024 (the 2024 Secured Notes and, together with the New Unsecured Notes and the 2026 Secured Notes, the New Notes). The proceeds from the issuance of the New Notes were held in escrow until the closing of the Acquisition on April 4, 2019 and were then used to fund the Acquisition, which also included the repayment of ARRIS’ outstanding debt of $2.1 billion under its senior secured credit facilities. Concurrent with the closing of the Acquisition, CommScope Finance LLC merged with and into CommScope, Inc., with CommScope, Inc. continuing as the surviving entity, upon which CommScope, Inc. became the issuer of the New Notes by operation of law.

The indentures governing the New Notes contain covenants that restrict the ability of CommScope, Inc. and its restricted subsidiaries to, among other things, incur additional debt, make certain payments, including payment ~~was made using $250.0 million~~ of ~~cash on hand~~dividends (except with respect to the Convertible Preferred Stock) or repurchases of equity interests of CommScope, Inc., make loans or acquisitions or capital contributions and ~~$150.0 million borrowed~~certain investments, incur certain liens, sell assets, merge or consolidate or liquidate other entities and enter into certain transactions with affiliates.

There are no financial maintenance covenants in the indentures governing the New Notes. Events of default under the ~~Company’s~~indentures governing the New Notes include, among others, non-payment of principal or interest when due, covenant defaults, bankruptcy and insolvency events and cross acceleration to material debt.

The New Unsecured Notes mature on March 1, 2027. Interest is payable on the New Unsecured Notes semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. The New Unsecured Notes are guaranteed on a senior unsecured basis by each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other capital markets debt, subject to certain exceptions. The New Unsecured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities, the 2026 Secured Notes, the 2024 Secured Notes and the Existing Notes. The New Unsecured Notes and the related guarantees are effectively junior to all of CommScope, Inc.’s and the guarantors’ existing and future secured debt, including the 2026 Secured Notes and 2024 Secured Notes (discussed below) and the senior secured credit facilities, to the extent of the value of the assets securing such secured debt. In addition, the New Unsecured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the New Unsecured Notes.

The New Unsecured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the New Unsecured Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest. The New Unsecured Notes may be redeemed by CommScope, Inc. on or after March 1, 2022 at the redemption prices specified in the indenture governing the New Unsecured Notes. Prior to March 1, 2022, the New Unsecured Notes may be redeemed by CommScope, Inc. at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the New Unsecured Notes), plus accrued and unpaid interest. Prior to March 1, 2022, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the New Unsecured Notes at a redemption price of 108.25%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with issuing the New Unsecured Notes, the Company incurred costs of $17.3 million during the six months ended June 30, 2019, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the New Unsecured Notes.

The 2026 Secured Notes mature on March 1, 2026. Interest is payable on the 2026 Secured Notes semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. The 2026 Secured Notes are guaranteed on a senior secured basis by the Company and each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other capital markets debt, subject to certain exceptions. The 2026 Secured Notes and the related guarantees are secured on a first-priority basis by security interests in all of the assets that secure indebtedness under the senior secured term loan due 2026 (the 2026 Term Loan) on a first-priority basis, and on a second-priority basis in all assets that secure the new asset-based revolving credit facility ~~(the~~on a first-priority basis and the 2026 Term Loan on a second-priority basis. The 2026 Secured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities, the New Unsecured Notes, the 2024 Secured Notes and the Existing Notes. The 2026 Secured Notes and the related guarantees are effectively senior to all of CommScope, Inc.’s and the guarantors’ unsecured indebtedness and debt secured by a lien junior to the liens securing the 2026 Secured Notes, in each case to the extent of the value of the collateral, and effectively equal to all of CommScope, Inc.’s and the guarantors’ senior indebtedness secured on the same priority basis as the 2026 Secured Notes, including the 2026 Term Loan and the 2024 Secured Notes. The 2026 Secured Notes and the related guarantees are effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by assets that do not constitute collateral and effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by a senior-priority lien, including under the new asset-based revolving credit ~~facility).~~ facility, in each case to the extent of the value of the assets securing such indebtedness. In addition, the 2026 Secured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the 2026 Secured Notes.

The 2026 Secured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2026 Secured Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest. The 2026 Secured Notes may be redeemed by CommScope, Inc. on or after March 1, 2022 at the redemption prices specified in the indenture governing the 2026 Secured Notes. Prior to March 1, 2022, the 2026 Secured Notes may be redeemed by CommScope, Inc. at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the 2026 Secured Notes), plus accrued and unpaid interest. Prior to March 1, 2022, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the 2026 Secured Notes at a redemption price of 106.00%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with ~~this voluntary repayment, $7.4~~issuing the 2026 Secured Notes, the Company incurred costs of $22.0 million during the six months ended June 30, 2019, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the 2026 Secured Notes.

The 2024 Secured Notes mature on March 1, 2024. Interest is payable on the 2024 Secured Notes semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. The 2024 Secured Notes are guaranteed on a senior secured basis by the Company and each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other debt, subject to certain exceptions. The 2024 Secured Notes and the related guarantees are secured on a first-priority basis by security interests in all of the assets that secure indebtedness under the 2026 Term Loan on a first-priority basis, and on a second-priority basis in all assets that secure the new asset-based revolving credit facility on a first-priority basis and the 2026 Term Loan on a second-priority basis. The 2024 Secured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities, the New Unsecured Notes, the 2026 Secured Notes and the Existing Notes. The 2024 Secured Notes and the related guarantees are effectively senior to all of CommScope, Inc.’s and the guarantors’ unsecured indebtedness and debt secured by a lien junior to the liens securing the 2024 Secured Notes, in each case to the extent of the value of the collateral, and effectively equal to all of CommScope, Inc.’s and the guarantors’ senior indebtedness secured on the same priority basis as the 2024 Secured Notes, including the 2026 Term Loan and the 2026 Secured Notes. The 2024 Secured Notes and the related guarantees are effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by assets that do not constitute collateral and effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by a senior-priority lien, including under the new asset-based revolving credit facility, in each case to the extent of the value of the assets securing such indebtedness. In addition, the 2024 Secured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the 2024 Secured Notes.

The 2024 Secured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2024 Secured Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest. The 2024 Secured Notes may be redeemed on or after March 1, 2022 by CommScope, Inc. at the redemption prices specified in the indenture governing the 2024 Secured Notes. Prior to March 1, 2021, the 2024 Secured Notes may be redeemed by CommScope, Inc. at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the 2024 Secured Notes), plus accrued and unpaid interest. Prior to March 1, 2021, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the 2024 Secured Notes at a redemption price of 105.50%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with issuing the 2024 Secured Notes, the Company incurred costs of $18.4 million during the six months ended June 30, 2019, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the 2024 Secured Notes.

In connection with the Acquisition, on April 4, 2019, CommScope, Inc. borrowed $3.2 billion, less $32.0 million of original issue discount, under a new senior secured term loan due 2026 (the 2026 Term Loan). The Company used a portion of the proceeds from the 2026 Term Loan to pay off the remaining $261.3 million on the 2022 Term Loan and the rest of the proceeds were used to finance the Acquisition. During the three months ended March 31, 2019, the Company repaid $225.0 million of the 2022 Term Loan. In connection with the repayments of the 2022 Term Loan, $4.1 million and $7.7 million of original issue discount and debt issuance costs were written off and included in interest expense for the three and six months ended June 30, 2019, respectively. The Company incurred costs of $43.8 million and $50.0 million during the three and six months ended June 30, 2019, respectively, related to the 2026 Term Loan that were recorded as a reduction of the carrying amount of the debt after closing of the Acquisition and will be amortized over the term of the 2026 Term Loan. The Company also incurred ticking fees related to the 2026 Term Loan of $12.3 million during the six months ended June 30, 2019 that were included in interest expense.

~~In August 2018,~~The 2026 Term Loan has scheduled amortization payments of $32.0 million per year due in equal quarterly installments, beginning with the quarter ending December 31, 2019, with the balance due at maturity (April 2026). The current portion of long-term debt reflects $24.0 million of repayments due under the 2026 Term Loan. The interest rate is, at the Company’s option, either (1) the base rate (which is the highest of (w) the greater of the then-current federal funds rate set by the Federal Reserve Bank of New York and the overnight federal funds rate, in each case, plus 0.5%, (x) the prime rate on such day, (y) the one-month Eurodollar rate published on such date plus 1.00% and (z) 1.00% per annum) plus an applicable margin of 2.25% or (2) one-, two-, three- or six-month LIBOR or, if available from all lenders, 12-month LIBOR or any shorter period (selected at the option of CommScope, Inc.) plus an applicable margin of 3.25%. The 2026 Term Loan is subject to a LIBOR floor of 0.00%.

Subject to certain conditions, the 2026 Term Loan may be increased or a new incremental term loan facility may be added to increase the capacity by up to the sum of the greater of $950.0 million and 50% of Consolidated EBITDA, as defined in the credit agreement governing the 2026 Term Loan (the Credit Agreement), plus an unlimited amount as long as on a pro forma basis the Company ~~repaid $100.0 million~~meets certain net leverage ratios or fixed charge ratios as defined in the Credit Agreement.

CommScope, Inc. may voluntarily prepay loans under the 2026 Term Loan, subject to minimum amounts, with prior notice but without premium or penalty (other than a 1.00% premium on any prepayment in connection with a repricing transaction prior to October 4, 2019). CommScope, Inc. must prepay the 2026 Term Loan with the net cash proceeds of certain asset sales, the incurrence or issuance of specified refinancing indebtedness and, commencing with the fiscal year ending in December 2020, 50% of excess cash flow (such percentage subject to reduction based on the achievement of specified Consolidated First Lien Net Leverage Ratios), in each case, subject to certain reinvestment rights and other exceptions.

CommScope, Inc.’s obligations under the 2026 Term Loan are guaranteed by the Company and each of CommScope, Inc.’s direct and indirect wholly owned U.S. subsidiaries (subject to certain permitted exceptions based on immateriality thresholds of aggregate assets and revenues of excluded U.S. subsidiaries). The 2026 Term Loan is secured by a lien on substantially all of CommScope, Inc.’s and the guarantors’ current and fixed assets (subject to certain exceptions), and the 2026 Term Loan will have a first-priority lien on all fixed assets and a second-priority lien on all current assets (second in priority to the liens securing the new asset-based revolving credit facility), in each case, subject to other permitted liens.

The 2026 Term Loan contains customary negative covenants consistent with those applicable to the New Notes, including, but not limited to, restrictions on the ability of CommScope, Inc. and its subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, pay dividends (except with respect to the Convertible Preferred Stock) or make other restricted payments, sell or otherwise transfer assets or enter into certain transactions with affiliates.

The 2026 Term Loan provides that, upon the occurrence of certain events of default, the obligations thereunder may be accelerated. Such events of default will include payment defaults, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension-plan events, change of control and other customary events of default.

On April 4, 2019, the Company replaced its asset-based revolving credit facility with a new asset-based revolving credit facility in an amount of up to $1.0 billion, subject to borrowing capacity, with a maturity in April 2024, available to CommScope, Inc. and its U.S. subsidiaries designated as co-borrowers (the Revolving Borrowers). The ability to draw under the new asset-based revolving credit facility or issue letters of credit is conditioned upon, among other things, delivery of prior written notice of a borrowing or issuance, as applicable, the ability of the ~~$150.0 million borrowed under~~borrowers to reaffirm the representations and warranties contained in the new asset-based revolving credit facility and ~~in September 2018,~~the absence of any default or event of default. In connection with the new asset-based revolving credit facility, the Company incurred costs of approximately $13.2 million in the three and six months ended June 30, 2019 which were recorded in other noncurrent assets and are being amortized over the term of the credit facility. The Company borrowed and repaid ~~the remaining $50.0~~$15.0 million ~~borrowed~~ under the new asset-based revolving credit ~~facility.~~facility during the three and six months ended June 30, 2019. As of ~~September~~June 30, ~~2018,~~2019, the Company had ~~availability of $521.6 million~~no outstanding borrowings under the new asset-based revolving credit facility and had availability of $971.9 million, after giving effect to borrowing base limitations and outstanding letters of credit.

NoLetters of credit under the new asset-based revolving credit facility are limited to the lesser of (x) $250.0 million and (y) the aggregate unused amount of commitments under the new asset-based revolving credit facility then in effect. Subject to certain conditions, the new asset-based revolving credit facility may be expanded by up to $400.0 million in additional commitments. Loans under the new asset-based revolving credit facility may be denominated, at the option of the Revolving Borrowers, in U.S. dollars, euros, pounds sterling or Swiss francs.

Borrowings under the new asset-based revolving credit facility are limited by borrowing base calculations based on the sum of specified percentages of eligible accounts receivable and inventory, minus the amount of any applicable reserves. Borrowings will bear interest at a floating rate, which can be either an adjusted Eurodollar rate plus an applicable margin of 1.25% to 1.50% or, at the option of the Revolving Borrowers, a base rate plus an applicable margin of 0.25% to 0.50%.

The obligations of the Revolving Borrowers under the new asset-based revolving credit facility are guaranteed by the Company, CommScope, Inc. and each of CommScope, Inc.’s direct and indirect wholly owned U.S. subsidiaries (subject to certain permitted exceptions based on immateriality thresholds of aggregate assets and revenues of excluded U.S. subsidiaries). The new asset-based revolving credit facility is secured by a lien on substantially all of the Revolving Borrowers’ and the guarantors’ current and fixed assets (subject to certain exceptions). The new asset-based revolving credit facility has a first-priority lien on all current assets and a second-priority lien on all fixed assets (second in priority to the liens securing the 2024 Secured Notes, the 2026 Secured Notes and the 2026 Term Loan), in each case, subject to other permitted liens.

The following fees are applicable under the new asset-based revolving credit facility: (i) an unused line fee of (x) 0.25% per annum of the unused portion of the ~~2022 Term Loan was reflected as a current~~new asset-based revolving credit facility when the average unused portion of ~~long-term debt~~the facility is less than 50% of the aggregate commitments under the new asset-based revolving credit facility or (y) 0.375% per annum of the unused portion of the new asset-based revolving credit facility when the average unused portion of the facility is equal to or greater than 50% of the aggregate commitments under the new asset-based revolving credit facility; (ii) a letter of credit participation fee on the aggregate stated amount of each letter of credit equal to the applicable margin for adjusted Eurodollar rate loans, as applicable; (iii) a letter of credit fronting fee of 0.125% per annum, multiplied by the average aggregate daily maximum amount available to be drawn under all applicable letters of credit issued by such letter of credit issuer; and (iv) certain other customary fees and expenses of the lenders and agents thereunder.

The Revolving Borrowers will be required to make prepayments under the new asset-based revolving credit facility at any time when, and to the extent that, the aggregate amount of the outstanding loans and letters of credit under the new asset-based revolving credit facility exceeds the lesser of the aggregate amount of commitments in respect of the new asset-based revolving credit facility and the borrowing base.

The new asset-based revolving credit facility contains customary covenants, including, but not limited to, restrictions on the ability of CommScope, Inc. and its subsidiaries to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends (except with respect to the Convertible Preferred Stock), sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness, enter into certain transactions with affiliates or change lines of business. The new asset-based revolving credit facility contains a Covenant Fixed Charge Coverage Ratio (as defined in the credit agreement governing the facility) of 1.00 to 1.00. The credit agreement provides that, in the event excess availability under the facility is less than the greater of $80 million and 10% of the borrowing base as of ~~September~~the end of any fiscal quarter, the Covenant Fixed Charge Coverage Ratio for that fiscal quarter must be tested and must exceed the level set forth above. As of June 30, ~~2018 related to~~2019, the ~~potentially required~~Company’s excess ~~cash flow payment because~~availability and Covenant Fixed Charge Coverage Ratio were in excess of the ~~amount~~asset-based revolving credit facility’s requirements.

The new asset-based revolving credit facility provides that, upon the occurrence of certain events of default, the obligations thereunder may be ~~payable in 2019, if any, cannot currently be reliably estimated. There was no excess cash flow~~accelerated and the lending commitments terminated. Such events of default include payment ~~required in 2018 related~~defaults, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to ~~2017.~~other material indebtedness, voluntary and involuntary bankruptcy proceedings, material money judgments, material pension-plan events, certain change of control events and other customary events of default.

The following table summarizes scheduled maturities of long-term debt as of June 30, 2019:

The Company’s non-guarantor subsidiaries held ~~$2,411~~$3,212 million, or 20%, of total assets and $527 million, or 4%, of total liabilities as of June 30, 2019 and accounted for $956 million, or 37%, and $1,371 million, or 37%, of net sales for the three and six months ended June 30, 2019, respectively. As of December 31, 2018, the non-guarantor subsidiaries held $2,354 million, or 36%, of total assets and ~~$486~~$454 million, or 10%, of total liabilities as of September 30, 2018 and accounted for $453 million, or 39%, and $1,388 million, or 40%, of net sales for the three and nine months ended September 30, 2018, respectively. As of December 31, 2017, the non-guarantor subsidiaries held $2,587 million, or 37%, of total assets and $569 million, or 11%9%, of total liabilities. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, the non-guarantor subsidiaries accounted for ~~$494~~$471 million, or ~~44%~~38%, and ~~$1,405~~$935 million, or ~~41%~~40%, 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 ~~5.70%~~6.26% and ~~5.45%~~5.73% at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, 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, ~~2018,~~2019, the Company had foreign ~~exchange~~currency contracts outstanding with maturities of up to ~~twelve~~eleven months and aggregate notional values of ~~$331~~$545 million (based on exchange rates as of ~~September~~June 30, ~~2018)~~2019). 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, 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:

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

The Company has a hedging strategy to designate certain foreign ~~exchange~~currency contracts as net investment hedges to mitigate a portion of the foreign currency risk on the euro net investment in a foreign subsidiary. As of ~~September~~June 30, ~~2018,~~2019, the Company held designated ~~forward~~foreign currency contracts with outstanding maturities of up to ~~fifteen~~twenty-four months and an aggregate notional value of ~~$55~~$320.0 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 nine months ended September 30, 2018.

Hedge effectiveness is assessed each quarter based on the net investment in the foreign subsidiary designated as the hedged item and the changes in the fair value of designated ~~forward~~foreign currency 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. Amounts excluded from hedge effectiveness at inception under the spot method for designated forward contracts are recognized on a straight-line basis over the life of each contract and for designated cross-currency swap contracts are recognized as interest accrues. For the three and six months ended June 30, 2019, the Company recognized $0.6 million and $1.2 million, respectively, of pre-tax income in interest expense as a result of amounts excluded from hedge effectiveness under the spot method. As of ~~September~~June 30, ~~2018,~~2019, 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 derivative instruments designated as net investment hedges:

The ~~after-tax~~ impact of the ~~forward~~effective portion of foreign currency 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 has implemented a hedging strategy to mitigate a portion of the exposure to changes in cash flows resulting from variable interest rates on the 2026 Term Loan which are based on the one-month LIBOR benchmark rate (see Note 7). During the first quarter of 2019, the Company entered into and designated pay-fixed, receive-variable interest rate swap derivatives as cash flow hedges of interest rate risk which effectively fixed the interest rate on a portion the variable-rate debt. Total notional amount of the interest rate swap derivatives as of June 30, 2019 was $600 million with outstanding maturities up to fifty-seven months. There were no derivate instruments designated as cash flow hedges of interest rate risk during the year ended December 31, 2018.

Hedge effectiveness is assessed each quarter, and for hedges that meet the effectiveness requirements, changes in fair value are recorded as a component of other comprehensive income (loss), net of tax, and will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. As of June 30, 2019, there was no ineffectiveness on the instruments designated as cash flow hedges.

The following table presents the balance sheet location and fair value of the derivative instruments designated as cash flow hedges of interest rate risk:

The impact of the effective portion of the interest rate swap contracts designated as cash flow hedging instruments on the Condensed Consolidated Statements of Comprehensive Income (Loss) is as follows:

The Company’s financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, debt instruments, interest rate derivatives and foreign currency contracts. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018 were considered representative of their fair values due to their short terms to maturity. The fair values of the Company’s debt instruments, interest rate derivatives and foreign currency contracts were based on indicative quotes.

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

The carrying amounts, estimated fair values and valuation input levels of the Company’s debt instruments, interest rate derivatives and foreign currency contracts ~~and debt instruments~~ as of ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, are as follows:

	September 30, 2018				December 31, 2017					June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Valuation Inputs	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Valuation Inputs
Assets:
Foreign currency contracts	$	3,806	$	3,806	$	9,050	$	9,050	Level 2	$	4.3	$	4.3	$	2.5	$	2.5	Level 2
Liabilities:
5.00% senior notes due 2027		750,000		725,250		750,000		753,750	Level 2	$	750.0	$	652.5	$	750.0	$	608.0	Level 2
8.25% senior notes due 2027											1,000.0		1,018.6		—		—	Level 2
6.00% senior notes due 2025		1,500,000		1,545,000		1,500,000		1,591,800	Level 2		1,500.0		1,400.9		1,500.0		1,355.6	Level 2
5.50% senior notes due 2024		650,000		655,720		650,000		676,780	Level 2		650.0		620.1		650.0		591.8	Level 2
5.00% senior notes due 2021		650,000		652,405		650,000		661,375	Level 2		650.0		649.2		650.0		641.9	Level 2
Senior secured term loan due 2022, at par		486,250		490,796		886,250		892,343	Level 2
6.00% senior secured notes due 2026											1,500.0		1,537.5		—		—	Level 2
5.50% senior secured notes due 2024											1,250.0		1,282.8		—		—	Level 2
Senior secured term loan due 2026											3,200.0		3,194.0		—		—	Level 2
Senior secured term loan due 2022											—		—		486.3		461.9	Level 2
Foreign currency contracts		6,574		6,574		977		977	Level 2		4.0		4.0		3.0		3.0	Level 2
Interest rate swap contracts											16.7		16.7		—		—	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~~Following the Acquisition, the Company has the following five reportable segments, which align with the manner in which the business is managed: Connectivity Solutions ~~(CCS)~~(Connectivity), Mobility Solutions (Mobility), Customer Premises Equipment (CPE), Network & Cloud (N&C) and Ruckus Networks (Ruckus). Management intends to re-evaluate reportable segments once the integration of ARRIS is substantially complete.

The Connectivity segment provides innovative fiber optic and copper cable and connectivity solutions for use in data centers and business enterprise, telecommunications, cable television and residential broadband networks. The ~~CCS~~Connectivity portfolio includes network 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, high-density fiber optic connectivity, fiber management systems, patch cords and panels, pre-terminated fiber connectivity, complete cabling systems and cable assemblies for use in offices and data centers. Outdoorwhile outdoor network solutions are found in both local-area and wide-area networks, central offices and headends, and “last-mile” fiber-to-the-home 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 and play multiport service terminals, hardened optical terminating enclosures, high density cable assemblies, splices and splice closures. fiber-to-the-x (FTTX) installations.

The ~~CommScope~~ Mobility ~~Solutions (CMS)~~ segment provides the integral building blocks for cellular base station sites and related connectivity; indoor, small cell and distributed antenna wireless systems; and wireless network backhaul planning and optimization products and 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 focusesconnectivity, while focusing 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.~~rooftops. Metro cell solutions can be found on street poles and on other urban, outdoor structures and include radio frequency (RF) delivery and connectivity solutions, equipment housing and concealment. These fully integrated outdoor systems are comprised of specialized antennas, filters/combiners, backhaul solutions, intra-system cabling and power distribution, all minimized to fit an urban environment. 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 CPE segment offers broadband and video products. The segment includes subscriber-based solutions that support broadband and video applications connecting cable, telco and satellite service providers to a customer’s home and adds wireless connectivity or other wired connections integrating in-home devices together to enable the consumption of internet-based services and the delivery of broadcast, streamed and stored video to televisions and other connected devices. Broadband offerings include devices that provide residential connectivity to a Service Providers’ network, such as digital subscriber line (DSL) and cable modems and telephony and data gateways which incorporate routing and Wi-Fi functionality. Video offerings include set top boxes that support cable, satellite and IPTV content delivery and include products such as digital video recorders (DVRs), high definition set top boxes and hybrid set top devices.

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

The Ruckus segment provides converged wired (LAN) and wireless (WLAN, IoT) networks for enterprises and service providers. Product offerings include indoor and outdoor Wi-Fi and LTE access points, access, aggregation and core switches; on-premises and cloud-based control and management systems; and software and software-as-a-service (SaaS) applications addressing security, location, reporting and analytics.

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

In the first quarter of 2019, the Company changed its measure of segment performance from adjusted operating income to adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization). The Company defines adjusted EBITDA as operating income, adjusted to exclude depreciation, amortization of intangible assets, restructuring costs, asset impairments, equity-based compensation, transaction and integration costs and other items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s core business.

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2018

2017

2018

2017

Net sales:

CCS

$
731.7

$
708.7

$
2,145.8

$
2,116.0

CMS

418.7

420.1

1,365.0

1,324.2

Consolidated net sales

$
1,150.4

$
1,128.8

$
3,510.8

$
3,440.2

Segment adjusted operating income:

CCS

$
147.4

$
138.5

$
399.0

$
398.7

CMS

71.6

83.6

259.8

280.3

Total segment adjusted operating income

219.0

222.1

658.8

679.0

Amortization of intangible assets

(65.8
)

(68.3
)

(199.5
)

(202.9
)
Restructuring costs, net

(7.1
)

(5.4
)

(19.7
)

(24.5
)
Equity-based compensation

(11.3
)

(11.0
)

(33.7
)

(31.6
)
Integration and transaction costs

(2.6
)

(12.0
)

(5.3
)

(38.2
)
Consolidated operating income

$
132.2

$
125.4

$
400.6

$
381.8

Depreciation expense:

CCS

$
13.3

$
14.6

$
41.6

$
43.5

CMS

5.4

6.0

16.6

17.3

Consolidated depreciation expense

$
18.7

$
20.6

$
58.2

$
60.8

Additions to property, plant and equipment:

CCS

$
18.1

$
12.9

$
39.6

$
33.4

CMS

6.4

7.7

15.8

17.8

Consolidated additions to property, plant and equipment

$
24.5

$
20.6

$
55.4

$
51.2

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Net sales:
Connectivity	$	670.9		$	740.5		$	1,317.0		$	1,414.1
Mobility		529.4			499.4			982.9			946.3
CPE		889.0			—			889.0			—
N&C		330.6			—			330.6			—
Ruckus		146.8			—			146.8			—
Consolidated net sales	$	2,566.7		$	1,239.9		$	3,666.3		$	2,360.4

Segment adjusted EBITDA:
Connectivity	$	142.2		$	157.2		$	249.9		$	279.8
Mobility		140.4			113.9			241.2			199.4
CPE		62.1			—			62.1			—
N&C		45.0			—			45.0			—
Ruckus		5.9			—			5.9			—
Total segment adjusted EBITDA		395.6			271.1			604.1			479.2
Amortization of intangible assets		(164.1	)		(66.4	)		(223.5	)		(133.7	)
Restructuring costs, net		(46.4	)		(7.2	)		(58.8	)		(12.7	)
Equity-based compensation		(23.1	)		(11.9	)		(30.7	)		(22.4	)
Transaction and integration costs		(167.0	)		(1.0	)		(187.7	)		(2.5	)
Depreciation		(40.1	)		(19.9	)		(57.8	)		(39.5	)
Purchase accounting adjustments		(164.1	)		—			(164.1	)		—
Consolidated operating income (loss)	$	(209.2	)	$	164.7		$	(118.5	)	$	268.4

Depreciation expense:
Connectivity	$	12.5		$	14.2		$	24.7		$	28.3
Mobility		5.7			5.7			11.2			11.2
CPE		9.5			—			9.5			—
N&C		9.2			—			9.2			—
Ruckus		3.2			—			3.2			—
Consolidated depreciation expense	$	40.1		$	19.9		$	57.8		$	39.5

Additions to property, plant and equipment:
Connectivity	$	11.9		$	12.6		$	26.5		$	21.4
Mobility		5.3			4.6			12.1			9.4
CPE		2.4			—			2.4			—
N&C		6.7			—			6.7			—
Ruckus		0.3			—			0.3			—
Consolidated additions to property, plant and equipment	$	26.6		$	17.2		$	48.0		$	30.8

~~Sales to customers located outside of the U.S. comprised 43.2% and 43.7% of total net sales for the three and nine months ended September~~ 30 2018, respectively, compared to 47.3% and 45.1% of total net sales for the three and nine months ended September 30, 2017, respectively. Sales by geographic region, based on the destination of product shipments, were as follows (in millions):

9.Sales to customers located outside of the U.S. comprised 41.5% and 41.6% of total net sales for the three and six months ended June 30, 2019, respectively, compared to 42.4% and 44.0% of total net sales for the three and six months ended June 30, 2018, respectively. Sales by geographic region, based on the destination of product shipments, were as follows:

The Company incurs costs associated with restructuring initiatives intended to improve overall operating performance and profitability. The costs related to restructuring actions are generally composed of employee-related costs, ~~lease termination~~fixed asset related costs and ~~fixed asset~~lease 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 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. Effective January 1, 2019, with the adoption of ASU No. 2016-02, Leases, lease exit obligations related to unused leased facilities are reported as part of lease liabilities. Lease related costs include non-cash impairments of lease assets related to restructuring actions in addition to any one-time cash termination costs.

As a result of restructuring and consolidation actions, the Company owns unutilized real estate at various facilities ~~both inside~~in the U.S. and ~~outside the U.S.~~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 Company’s net ~~pretax~~pre-tax restructuring charges, by segment, were as follows:

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 initiated restructuring actions to realign and lower its cost structure, primarily through workforce reductions and other cost reduction initiatives, including the cessation of manufacturing operations at various facilities. As of September 30, 2018, these actions were substantially complete except for a $5.9 million liability for lease termination costs, for which the Company expects to make cash payments, net of sublease income, of $0.3 million during the remainder of 2018 and make the remaining payments of $5.6 million between 2019 and 2022.

Following the acquisition of ~~BNS,~~the Broadband Network Solutions (BNS) business in 2015, 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 ~~for the three and nine months ended September 30, 2018~~ 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, 2018	$	14,555		$	652		$	—		$	15,207
Balance at March 31, 2019													$	11.7		$	—		$	—		$	11.7
Additional charge recorded		6,120			656			(1,733	)		5,043			(0.2	)		0.1			(0.3	)		(0.4	)
Cash paid		(6,710	)		(830	)		(159	)		(7,699	)		(4.1	)		(0.1	)		—			(4.2	)
Consideration received		—			—			6,609			6,609
Foreign exchange and other non-cash items		(40	)		(4	)		(4,717	)		(4,761	)		—			—			0.3			0.3
Balance at September 30, 2018	$	13,925		$	474		$	—		$	14,399
Balance at June 30, 2019													$	7.4		$	—		$	—		$	7.4

Balance at December 31, 2017	$	25,588		$	1,080		$	—		$	26,668
Balance at December 31, 2018													$	29.2		$	0.3		$	—		$	29.5
Additional charge recorded		17,149			1,465			(1,026	)		17,588			(0.2	)		0.1			0.2			0.1
Cash paid		(28,531	)		(2,053	)		(553	)		(31,137	)		(21.6	)		(0.1	)		(0.2	)		(21.9	)
Consideration received		—			—			11,123			11,123
Foreign exchange and other non-cash items		(281	)		(18	)		(9,544	)		(9,843	)		—			(0.3	)		—			(0.3	)
Balance at September 30, 2018	$	13,925		$	474		$	—		$	14,399
Balance at June 30, 2019													$	7.4		$	—		$	—		$	7.4

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 ~~$127.2~~$151.3 million since the BNS acquisition for integration actions. No ~~significant~~ additional restructuring actions or charges are expected ~~to be incurred to complete~~in connection with the ~~previously announced~~ BNS integration initiatives. The Company expects to make cash payments of ~~$7.9~~$5.6 million during the remainder of ~~2018~~2019 and additional cash payments of ~~$6.5~~$1.8 million between 2020 and 2022.

In anticipation of and following the ARRIS Acquisition, 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 ARRIS integration restructuring actions was as follows:

The ARRIS integration actions include headcount reductions in sales, engineering, marketing and administrative functions. The Company expects to make cash payments of $21.9 million during the remainder of 2019 and ~~2021. Future~~additional cash payments of $11.4 million between 2020 and 2022 to settle the announced ARRIS integration initiatives. Additional restructuring actions ~~may~~related to the ARRIS integration are expected to be identified and the resulting charges and cash requirements ~~may~~are expected to be material.

~~Service cost is primarily included in cost~~12. SERIES A CONVERTIBLE PREFERRED STOCK

On April 4, 2019, the Company issued and sold 1,000,000 shares of ~~sales~~the Convertible Preferred Stock to Carlyle Partners VII S1 Holdings, L.P. (Carlyle) for $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement between the Company and ~~selling, general~~Carlyle, dated November 8, 2018 (the Investment Agreement). In connection with the issuance of the Convertible Preferred Stock, the Company incurred direct and ~~administrative~~incremental expenses ~~while the~~of $3.0 million, including financial advisory fees, closing costs, legal expenses and other ~~components~~offering-related expenses on behalf of ~~net periodic benefit cost (income) are included in other income (expense), net.~~

~~The Company contributed $2.9 million~~Carlyle, and ~~$8.7 million to its defined benefit pension plans~~therefore treated these incremental expenses as a deemed dividend during the three and ~~nine~~six months ended ~~September~~June 30, ~~2018, respectively. During the remainder of 2018, the Company anticipates making additional contributions of approximately $0.4 million to these plans.~~2019.

The ~~Company intends to terminate a significant U.S. defined benefit pension plan in the fourth quarter of 2018 through the purchase of annuities. The Company contributed $3.0 million~~Convertible Preferred Stock ranks senior to the plan during the nine months ended September 30, 2018, which was needed to substantially fund the termination of the plan. Upon termination, 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 $33 million to $35 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 August 3, 2017, the Company announced its Board of Directors had authorized the repurchase of up to $100.0 million~~shares of the Company’s ~~outstanding~~common stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Convertible Preferred Stock has a liquidation preference of $1,000 per share. Holders of the Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per year, payable quarterly in arrears. If CommScope does not declare and pay a dividend, the dividend rate will increase by 2.5% to 8.0% per year (and that rate will increase by an additional 0.50% every three months until such unpaid dividend is declared and paid, subject to a cap of 11.0% per year) until all accrued but unpaid dividends have been paid in full. Dividends can be paid in cash, in-kind through the issuance of additional shares of Convertible Preferred Stock or any combination of the two, at the Company’s option. During the three months ended June 30, 2019, the Company authorized and declared the $13.1 million in dividends due for the Convertible Preferred Stock for the dividend payment date in the second quarter of 2019 to be payable in cash, and the dividends were reflected as a dividend payable as of June 30, 2019 in accrued and other liabilities in the Condensed Consolidated Balances Sheets. The dividends were paid on July 1, 2019, the first business day following the initial dividend payment date, pursuant to the terms of the Certificate of Designations.

The Convertible Preferred Stock is convertible at the option of the holders at any time into shares of CommScope common stock at an initial conversion rate of 36.3636 shares of common stock per share of the Convertible Preferred Stock (equivalent to $27.50 per common share). The conversion rate is subject to customary anti-dilution and other adjustments. At any time after the third anniversary of the issuance of the Convertible Preferred Stock, if the volume weighted average price of CommScope’s common stock exceeds the conversion price of $49.50, as may be adjusted pursuant to the Certificate of Designations, for at least thirty trading days in any period of forty-five consecutive trading days (including the final five trading days of any such forty-five-trading day period) all of the Convertible Preferred Stock may be converted at the election of CommScope into the relevant number of shares of CommScope common stock. ~~The Company repurchased $75.0 million~~Pending shareholder approval, to the extent required under Nasdaq listing rules, the issuance of ~~its~~shares of CommScope common stock upon conversion of the Convertible Preferred Stock and the 2,100,000 shares of common stock issuable by CommScope from capacity assumed under ~~this authorization~~the existing share plans of ARRIS in ~~2017, but no shares were repurchased under this plan~~connection with the Acquisition is capped at 19.9% of the CommScope common stock outstanding immediately prior to the Acquisition. On any date during the three months following the eight year and six-month anniversary of the Investment Agreement closing date and the three months following each anniversary thereafter, holders of the Convertible Preferred Stock will have the right to require CommScope to redeem all or ~~nine months ended September 30, 2018.~~any portion of the Convertible Preferred Stock at 100% of the liquidation preference thereof plus all accrued and unpaid dividends. The ~~program expired~~redemption price is payable, at the Company’s option, in cash or a combination of cash and common stock, subject to certain restrictions.

Upon certain change of control events involving CommScope, CommScope has the right, subject to the holder’s right to convert prior to such redemption, to redeem all of the Convertible Preferred Stock for the greater of (i) an amount in cash equal to the sum of the liquidation preference of the Convertible Preferred Stock, all accrued but unpaid dividends and, if the applicable redemption date is prior to the fifth anniversary of the first dividend payment date, the present value, discounted at a rate of 10%, of any remaining scheduled dividends through the five year anniversary of the first dividend payment date, assuming CommScope chose to pay such dividends in cash and (ii) the consideration the holders would have received if they had converted their shares of Convertible Preferred Stock into CommScope common stock immediately prior to the change of control event. To the extent that CommScope does not exercise the redemption right described in the foregoing sentence, following the effective date of any such change of control event, the holders of Convertible Preferred Stock can require CommScope to repurchase the Convertible Preferred Stock at the greater of (i) an amount in cash equal to 100% of the liquidation preference thereof plus all accrued but unpaid dividends and (ii) the consideration the holders would have received if they had converted their shares of Convertible Preferred Stock into CommScope common stock immediately prior to the change of control event.

Holders of the Convertible Preferred Stock are entitled to vote with the holders of the Company’s common stock on ~~July 31, 2018.~~an as-converted basis. Holders of the Convertible Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to CommScope’s organizational documents that have an adverse effect on the Convertible Preferred Stock, issuances by CommScope of securities that are senior to, or equal in priority with, the Convertible Preferred Stock and issuances of shares of the Convertible Preferred Stock after the closing date of the Acquisition, other than shares issued as dividends with respect to shares of the Convertible Preferred Stock.

Effective June 21, 2019, the Company’s stockholders approved the 2019 Long-Term Incentive Plan (the 2019 Plan) authorizing 8.0 million shares for issuance, plus additional shares underlying awards outstanding under the predecessor plans that are forfeited or cancelled after the effective date of the 2019 Plan. Awards under the 2019 Plan may include stock options, stock appreciation rights, restricted stock, stock units (including restricted stock units (RSUs) and deferred stock units), performance awards (represents any of the awards already listed with a performance-vesting component), other stock-based awards and cash-based awards. Shares remaining available for grant under the predecessor plans were carried over into the 2019 Plan and all future equity awards will be made from the 2019 Plan. Awards granted prior to June 21, 2019 remain subject to the provisions of the predecessor plans.

As of ~~September~~June 30, ~~2018, $66.7~~2019, $175.0 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~~2.1 years. There were no significant capitalized equity-based compensation costs at ~~September~~June 30, ~~2018.~~2019.

The following table shows the location of equity-based compensation expense on the statement of operations:

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~~In prior years, these awards have generally ~~vest~~vested over three years following the grant date and have a contractual term of ten years.

22On May 15, 2019, the Company granted 7.2 million stock options that vest over five years with a contractual term of ten years. The awards also contain an accelerated vesting term for a qualifying retirement during the period. Half of these awards vest based on a time-based component and the other half vest based on a performance-based component which is defined for each year but also includes a catchup feature over the five years. The number of shares that is expected to be issued is adjusted based on the probable achievement of the performance target. The final number of shares issued and the related compensation will be based on the final performance metrics.

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

	Shares			Weighted Average Option Exercise Price Per Share		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value		Shares			Weighted Average Option Exercise Price Per Share		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at June 30, 2018		4,784		$	15.30
Options outstanding at March 31, 2019											4.2		$	16.10
Granted		5		$	31.36						7.2			18.60
Exercised		(1	)	$	27.80						(0.2	)		8.13
Forfeited		—		$	—
Options outstanding at September 30, 2018		4,788		$	15.31		4.0	$	80,633
Options outstanding at June 30, 2019											11.2		$	17.76		7.7	$	23.8

Options outstanding at December 31, 2017		4,830		$	13.01
Options outstanding at December 31, 2018											4.7		$	15.51
Granted		482		$	38.34						7.2		$	18.60
Exercised		(435	)	$	11.47						(0.5	)	$	5.27
Expired											(0.1	)	$	31.02
Forfeited		(89	)	$	34.09						(0.1	)	$	38.21
Options outstanding at September 30, 2018		4,788		$	15.31		4.0	$	80,633
Options vested at September 30, 2018		3,955		$	10.79		3.0	$	80,151
Options unvested at September 30, 2018		833		$	36.76		8.8	$	482
Options outstanding at June 30, 2019											11.2		$	17.76		7.7	$	23.8
Options vested at June 30, 2019											3.6		$	13.79		3.1	$	23.8
Options unvested at June 30, 2019											7.6		$	19.62		9.8	$	—

The exercise prices of outstanding options at ~~September~~June 30, ~~2018~~2019 were in the following ranges (in ~~thousands,~~millions, 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, the risk-free interest rate, stock price volatility and the Company’s projected dividend yield. The expected term represents the period over which the Company’s employees are expected to hold their options. The risk-free interest rate reflects the yield on zero-coupon U.S. treasury securities with a term equal to the option’s expected term. Expected volatility is derived based on the historical volatility of the Company’s stock. The Company’s projected dividend yield is zero. The Company believes 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, ~~2018~~2019 and ~~2017.~~2018.

*~~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.

On April 4, 2019, the Company granted 3.6 million RSUs to ARRIS employees to replace a portion of their outstanding awards under ARRIS equity-compensation plans as of the Acquisition date. These awards assumed the same terms and vesting schedule as the ARRIS RSUs they replaced. In general, these awards are time-vesting over a four-year period, but they contain several provisions that are not in the standard CommScope awards, including restrictive covenants and special age-based provisions for some participants. These awards also contain a provision that accelerates vesting in the event of termination of employment without cause (and for executives, resignation for good reason) within one year following the closing of the Acquisition.

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

~~PSUs~~Performance share units (PSUs) are ~~stock~~stock-based 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 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 is based on the final performance metrics compared to the targets specified in the grants.

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

On July 26, 2019, the Company informed holders of its 5.00% senior notes due 2021 (the 2021 Notes) that it will redeem $100.0 million of the outstanding 2021 Notes on August 7, 2019. On August 7, 2019, the Company informed holders of the 2021 Notes that it will redeem another $100.0 million on August 17, 2019. Both redemptions will include the accrued and unpaid interest up to the dates of redemption. Following the redemptions, $450.0 million of the 2021 Notes will remain outstanding.

I~~TEM~~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, ~~2018~~2019 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2018. The discussion is provided to increase the understanding of, and should be read in conjunction with, the unaudited condensed consolidated financial statements and accompanying notes included in this report as well as the audited consolidated financial statements, related notes thereto and management’s discussion and analysis of financial condition and results of operations, including management’s discussion and analysis regarding the application of critical accounting policies as well as the risk factors, included in our ~~2017~~2018 Annual ~~Report.~~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~~communication and ~~edge layers of communication~~entertainment networks. Our solutions ~~and services~~ for wired and wireless networks enable ~~high-bandwidth~~service providers including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, IP data services and Wi-Fi to their subscribers and allow enterprises to experience constant, wireless and wired connectivity across complex and varied networking environments. Our solutions are complemented by a broad array of services including technical support, systems design and integration. We are a leader in digital video and Internet Protocol Television distribution systems, broadband access infrastructure platforms, and associated data and voice ~~applications.~~Customer Premises Equipment. 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 April 4, 2019, we completed the acquisition of ARRIS International plc (ARRIS) (the Acquisition) in an all-cash transaction with a total purchase price of approximately $7.7 billion, including debt assumed. The ~~following~~combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and be in a ~~summary~~position to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things (IoT) and rapidly changing network and technology architectures. The operations of ARRIS are included in our consolidated operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018 compared~~2019 from the date of the acquisition, April 4, 2019. Following the acquisition of ARRIS, we operated and managed CommScope in the following reportable segments: Connectivity Solutions (Connectivity), Mobility Solutions (Mobility), Customer Premises Equipment (CPE), Network & Cloud (N&C) and Ruckus Networks (Ruckus). We are re-evaluating our reportable segments as a result of the on-going integration of the ARRIS acquisition. Prior to the ~~prior year periods:~~Acquisition, we operated and reported based on two operating segments: Connectivity and Mobility.

To fund the Acquisition, in February 2019, we issued $1.25 billion of 5.50% senior secured notes due 2024 (the 2024 Secured Notes), $1.5 billion of 6.00% senior secured notes due 2026 (the 2026 Secured Notes) and $1.0 billion of 8.25% senior unsecured notes due 2027 (the New Unsecured Notes and, together with the 2024 Secured Notes and the 2026 Secured Notes, the New Notes), the proceeds from which were released from escrow on the date of the Acquisition. As of the date of the Acquisition, we borrowed $3.2 billion under a new senior secured term loan due 2026 (the 2026 Term Loan) with an interest rate of LIBOR plus 3.25% and entered into a new asset-based revolving credit facility with availability of $971.9 million as of June 30, 2019, reflecting a borrowing base of $1.0 billion reduced by $28.1 million of letters of credit under the facility. Also as of April 4, 2019, we issued $1.0 billion in Series A Convertible Preferred Stock (the Convertible Preferred Stock) to Carlyle Partners VII S1 Holdings, L.P. (Carlyle). During the three and six months ended June 30, 2019, we recognized $167.0 million and $187.7 million, respectively, of transaction and integration costs primarily related to the Acquisition. We will continue to incur transaction and integration costs and such costs are expected to be material. In addition, we expect to incur restructuring costs to integrate ARRIS and those costs may be material.

which changed our policy related to leases. Other than the changes to our internal handling costs policy, the enhancements to our 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,~~policy and changes to our leases policy, there have been no material changes in our critical accounting policies or significant accounting estimates as disclosed in our ~~2017~~2018 Annual ~~Report.~~Report on Form 10-K. See the discussion in Note 1 in the ~~notes~~Notes to ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements included in this ~~report~~Form 10-Q for further information regarding our change in accounting principle related to certain internal handling costs, our enhancements of our revenue recognition policy and the impact of our adoption of ASU No. ~~2014-09.~~

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2018~~2019 WITH THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2018

	Three Months Ended																Three Months Ended
	September 30,																June 30,
	2018					2017											2019						2018
	Amount		% of Net Sales			Amount		% of Net Sales			$ Change			% Change			Amount			% of Net Sales			Amount		% of Net Sales			$ Change			% Change
	(dollars in millions, except per share amounts)																(dollars in millions, except per share amounts)
Net sales	$	1,150.4		100.0	%	$	1,128.8		100.0	%	$	21.6			1.9	%	$	2,566.7			100.0	%	$	1,239.9		100.0	%	$	1,326.8			107.0	%
Gross profit		423.9		36.8			428.6		38.0			(4.7	)		(1.1	)		660.0			25.7			457.2		36.9			202.8			44.4
Operating income		132.2		11.5			125.4		11.1			6.8			5.4
Operating income (loss)																		(209.2	)		(8.2	)		164.7		13.3			(373.9	)		(227.1	)
Non-GAAP adjusted operating income ⁽¹⁾		219.0		19.0			222.1		19.7			(3.1	)		(1.4	)		355.5			13.9			251.1		20.3			104.4			41.6
Net income		63.8		5.5	%		51.2		4.5	%		12.6			24.6
Diluted earnings per share	$	0.33				$	0.26				$	0.07			26.9	%
Non-GAAP adjusted EBITDA ⁽¹⁾																		395.6			15.4			271.1		21.9			124.5			45.9
Net income (loss)																		(334.0	)		(13.0	)%		65.9		5.3	%		(399.9	)		(606.8	)
Diluted earnings (loss) per share																	$	(1.81	)				$	0.34				$	(2.15	)		(632.4	)%

																	Six Months Ended
	Nine Months Ended																June 30,
	September 30,																2019						2018
	2018					2017											Amount			% of Net Sales			Amount		% of Net Sales			$ Change			% Change
	Amount		% of Net Sales			Amount		% of Net Sales			$ Change			% Change			(dollars in millions, except per share amounts)
	(dollars in millions, except per share amounts)
Net sales	$	3,510.8		100.0	%	$	3,440.2		100.0	%	$	70.6			2.1	%	$	3,666.3			100.0	%	$	2,360.4		100.0	%	$	1,305.9			55.3	%
Gross profit		1,306.6		37.2			1,354.2		39.4			(47.6	)		(3.5	)		1,058.1			28.9			855.0		36.2			203.1			23.8
Operating income		400.6		11.4			381.8		11.1			18.8			4.9
Operating income (loss)																		(118.5	)		(3.2	)		268.4		11.4			(386.9	)		(144.2	)
Non-GAAP adjusted operating income ⁽¹⁾		658.8		18.8			679.0		19.7			(20.2	)		(3.0	)		546.2			14.9			439.7		18.6			106.5			24.2
Net income		163.5		4.7	%		140.2		4.1	%		23.3			16.6
Diluted earnings per share	$	0.84				$	0.71				$	0.13			18.3	%
Non-GAAP adjusted EBITDA ⁽¹⁾																		604.0			16.5			479.2		20.3			124.8			26.0
Net income (loss)																		(336.3	)		(9.2	)%		99.7		4.2	%		(436.0	)		(437.3	)
Diluted earnings (loss) per share																	$	(1.82	)				$	0.51				$	(2.33	)		(456.9	)%

~~The increase in net~~Net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 included ARRIS net sales of $1.4 billion. Excluding the ARRIS business, CommScope’s net sales were lower for the three and six months ended June 30, 2019 compared to the same prior year periods ~~was driven mostly~~primarily due to pricing pressure and unfavorable impacts of foreign exchange rate changes of approximately 1% and 2%, respectively. From a regional perspective, we saw lower net sales in the Asia Pacific (APAC) region and the Europe, Middle East and Africa (EMEA) region. These decreases were partially offset by higher net sales in the United States (U.S.). The decrease in the APAC region was driven by projects in 2018 that did not recur in 2019. The decrease in the EMEA region was driven by unfavorable impacts of foreign exchange rate changes and ~~the Europe, Middle East and Africa (EMEA) region.~~lower sales of our enterprise solutions. The increase in the U.S. was driven mainly by ~~government initiatives to promote~~ the ~~expansion~~continued build out of ~~wireless~~next generation 4G networks that support commercial and public safety markets but was partially offset by reductions in certain selling prices. Net sales in the U.S. also benefitted from incremental net sales related to the acquisition of Cable Exchange on August 1, 2017. While net sales in the EMEA region for the three months ended September 30, 2018 were not significantly impacted by foreign exchange rate changes, the increase for the nine months ended September 30, 2018 was driven mostly by favorable foreign exchange rate changes. These increases in net sales were partially offset by decreases in the Asia Pacific (APAC) region as a result of projects in 2017 that did not recur in 2018.

Net sales to customers located outside of the U.S. comprised ~~43.2%~~41.5% and ~~43.7%~~41.6% of total net sales for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively, compared to ~~47.3%~~42.4% and ~~45.1%~~44.0% for the three and ~~nine~~six months ended ~~September 30, 2017, respectively. Foreign exchange rate changes had an unfavorable impact on net sales of 1.5% for the three months ended September~~June 30, 2018, ~~compared to the prior year period. Foreign exchange rate changes were not significant for the nine months ended September 30, 2018, excluding the impacts related to the EMEA region discussed above.~~

From a segment perspective, net sales from the CommScope Connectivity Solutions (CCS) segment increased 3.2% for the three months ended September 30, 2018 compared to the prior year period due primarily to increases in U.S. net sales but partially offset by decreases in the APAC region. CCS segment net sales increased 1.4% for the nine months ended September 30, 2018 primarily due to higher net sales in the EMEA region and the U.S but partially offset by decreases in the APAC region. CommScope Mobility Solutions (CMS) segment net sales were essentially unchanged for the three months ended September 30, 2018 mainly due to decreases in the APAC region that were almost completely offset by increases in the U.S. CMS segment net sales increased 3.1% for the nine months ended September 30, 2018 compared to the prior year period due largely to higher U.S. net sales but partially offset by lower net sales in the APAC region.respectively. For further details by segment, see the section titled “Segment Results” below.

	Three Months Ended												Nine Months Ended
	September 30,						$			%			September 30,						$			%			Three Months Ended											Six Months Ended
	2018			2017			Change			Change			2018			2017			Change			Change			June 30,						$		%			June 30,						$		%
	(dollars in millions)																								2019			2018			Change		Change			2019			2018			Change		Change
Gross profit	$	423.9		$	428.6		$	(4.7	)		(1.1	)%	$	1,306.6		$	1,354.2		$	(47.6	)		(3.5	)%	$	660.0		$	457.2		$	202.8		44.4	%	$	1,058.1		$	855.0		$	203.1		23.8	%
As a percent of sales		36.8	%		38.0	%								37.2	%		39.4	%								25.7	%		36.9	%							28.9	%		36.2	%
SG&A expense		174.0			184.9			(10.9	)		(5.9	)		544.3			604.4			(60.1	)		(9.9	)		480.9			171.1			309.8		181.1			666.3			342.6			323.7		94.5
As a percent of sales		15.1	%		16.4	%								15.5	%		17.6	%								18.7	%		13.8	%							18.2	%		14.5	%
R&D expense		44.8			44.6			0.2			0.4			142.4			140.6			1.8			1.3			177.8			47.8			130.0		272.0			228.0			97.6			130.4		133.6
As a percent of sales		3.9	%		4.0	%								4.1	%		4.1	%								6.9	%		3.9	%							6.2	%		4.1	%

~~Despite higher~~Gross profit for the three and six months ended June 30, 2019 was negatively affected by ARRIS acquisition accounting adjustments of $164.1 million, primarily related to the markup of inventory to its estimated fair value less the estimated costs associated with its sale. Excluding this additional cost, for the three and six months ended June 30, 2019, gross profit for CommScope was $824.2 million and $1.2 billion, respectively, and gross profit as a percent of sales ~~volumes~~was 32.1% and ~~favorable geographic mix,~~33.3%, respectively. Excluding the ARRIS business as a whole, for the three and six months ended June 30, 2019, CommScope’s gross profit was $453.7 million and $851.7 million, respectively, and gross profit as a percentage of sales ~~decreased~~was 37.8% and 37.0%, respectively. Despite lower net sales, for both the three and six months ended June 30, 2019, gross profit for the legacy CommScope business was essentially unchanged and gross profit as a percentage of sales increased due to lower material costs and favorable product mix.

The Connectivity segment experienced lower gross profit for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019 compared to prior year periods primarily ~~due to~~as a result of lower volumes, reductions in certain selling prices and unfavorable impacts of foreign exchange rate changes offset partially by favorable mix. Gross profit in the Mobility segment was higher for the three and six months ended June 30, 2019 compared to prior year periods as a result of higher net sales due to higher volumes offset partially by reductions in certain selling prices, lower material costs and ~~unfavorable~~favorable impacts of foreign exchange rate ~~changes.~~changes on costs.

As discussed in Note 1 in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Form 10-Q, we changed our accounting principle to reclassify certain internal handling costs from selling, general and administrative (SG&A) expense to cost of sales. The impact of this change increased cost of sales and decreased gross profit by $14.2 million and $27.7 million for the three and six months ended June 30, 2018, respectively. All comparisons presented in this management’s discussion and analysis have been adjusted to reflect the impact of this change in accounting principle.

~~Selling, general and administrative (SG&A)~~SG&A expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018 was lower than~~2019 increased compared to the prior year periods primarily due ~~primarily~~ to ~~benefits from cost reduction initiatives~~transaction and ~~lower~~integration costs ~~related to~~of $167.0 million and $187.7 million, respectively, and the inclusion of ARRIS SG&A expense (excluding transaction and integration costs) of ~~the Broadband Network Solutions (BNS) business acquired from TE Connectivity in 2015. These decreases in~~$160.1 million. Excluding transaction and integration costs, ~~were partially offset by higher incentive compensation expense for the three and nine months ended September 30, 2018 and higher bad debt expense for the nine months ended September 30, 2018.~~ SG&A expense as a percentage of sales was 12.2% and 13.1% for the three and six months ended June 30, 2019, respectively. Excluding transaction and integration costs as well as ARRIS SG&A expense, SG&A expense decreased ~~from~~$16.3 million and $21.5 million for the three and six months ended June 30, 2019, respectively, compared to the prior year ~~period as a result of these overall net reductions in expense~~periods primarily due to lower incentive compensation and ~~higher sales.~~cost savings initiatives.

Research and development (R&D) expense ~~and R&D expense as a percentage of sales were relatively unchanged~~increased for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the prior year ~~periods.~~periods due to the addition of ARRIS R&D of $131.6 million. Excluding ARRIS, R&D expense for CommScope was relatively unchanged. 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.

The amortization of purchased intangible assets ~~decreased~~was higher in the three and six months ended June 30, 2019 compared to the prior year periods primarily due to the additional amortization resulting from the Acquisition. Excluding ARRIS, amortization related to CommScope was lower by $8.4 million and $16.4 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019, respectively, compared to the prior year periods because certain of our intangible assets became fully amortized. ~~This decrease was partially offset during the nine months ended September 30, 2018 by the amortization of intangible assets related to the Cable Exchange acquisition that occurred in August 2017.~~

~~Restructuring~~The restructuring costs ~~net for~~recorded in the three and ~~nine~~six months ended ~~September~~June 30, ~~2018 and 2017~~2019 were primarily related to integrating the ARRIS business. The restructuring costs recognized in the prior year periods were primarily related to the ~~continuing~~ integration of the BNS business.

No ~~significant~~ additional restructuring charges are expected to be incurred to complete the previously announced BNS integration initiatives. Additional restructuring actions related to the acquisition of ARRIS are expected to be identified and the resulting charges and cash requirements are expected to be material. From a cash perspective, we paid ~~$7.7~~$24.0 million and ~~$32.7~~$49.8 million to settle restructuring liabilities during the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively, and expect to pay an additional ~~$8.2~~$27.5 million by the end of ~~2018~~2019 related to restructuring actions that have been initiated. In addition, we expect to pay ~~$12.1~~$13.2 million between ~~2019~~2020 and 2022 related to restructuring actions that have been initiated. ~~Additional restructuring actions may be identified and the resulting charges and cash requirements may be material.~~

Foreign currency gain (loss) includes the net foreign currency gains and losses resulting from the settlement of receivables and payables, foreign currency contracts and short-term intercompany advances in a currency other than the subsidiary’s functional currency.

The change in other income, net for the three and six months ended June 30, 2019 compared to the prior year periods was primarily due to non-service related net periodic benefit income of $2.3 million and $4.6 million for the three and six months ended June 30, 2018. Non-service net periodic benefit cost was not material for the three and six months ended June 30, 2019.

~~Net interest~~Interest expense for the three and six months ended ~~September~~June 30, ~~2018~~2019 increased compared to the prior year ~~period~~periods due to the ~~write-off~~financing of ~~$7.4~~the Acquisition. In February 2019, we issued the New Notes, which were held in escrow until the acquisition date, April 4, 2019. In February 2019, we also secured the borrowing of $3.2 billion, less $32.0 million of ~~debt issuance costs and~~ original issue discount, under the 2026 Term Loan which was funded on April 4, 2019 as well. We began accruing interest on the New Notes and ticking fees related to the 2026 Term Loan in ~~connection~~February 2019. We incurred $107.8 million and $150.5 million of incremental interest expense during the three and six months ended June 30, 2019, respectively, as a result of this acquisition-related debt.

We used the proceeds from the New Notes and a portion of the 2026 Term Loan, together with cash on hand and proceeds from the ~~repayment~~issuance of ~~$400.0 million on our~~the Convertible Preferred Stock to finance the acquisition of ARRIS. The remaining proceeds from the 2026 Term Loan were used to pay off the existing senior secured term loan due 2022 (the 2022 Term Loan). ~~The increase in net interest expense due to the write-off of debt issuance costs and original issue discount was partially offset by decreases due to lower long-term debt balances as~~We also made a ~~result of~~ voluntary ~~repayments in the fourth quarter of 2017 and in July 2018, partially offset by an increase in LIBOR.~~

Net interest expense for the nine months ended September 30, 2018 decreased due to lower long-term debt balances as a result of the voluntary repayments in the fourth quarter of 2017 and in July 2018 on the 2022 Term Loan and the amendment to reduce the interest rate marginpayment on the 2022 Term Loan in ~~May 2017, partially offset by an increase in LIBOR. The impact~~the first quarter of the $7.4 million write-off of debt issuance costs and original issue discount discussed above on the comparison of the nine months ended September 30, 2018 to the prior year period was more than offset by the impact of the write-off of $9.6 million of debt issuance costs and original issue discount during the same prior year period in2019. In connection with ~~the redemption of $500.0 million of 4.375% senior secured notes due 2020 (the 2020 Notes) and the repayment of $250.0 million of senior secured term loans. The redemption of the 2020 Notes and~~ the repayment of the ~~senior secured term loans were substantially funded by the issuance in March 2017 of $750.0~~2022 Term Loan, $4.1 million and $7.7 million of ~~5.00% senior notes due 2027 (the 2027 Notes).~~original issue discount and debt issuance costs were written off and included in interest expense in the three and six months ended June 30, 2019, respectively.

Our weighted average effective interest rate on outstanding borrowings, including the amortization of debt issuance costs and original issue discount, was ~~5.70%~~6.26% at ~~September~~June 30, ~~2018, 5.45%~~2019, 5.73% at December 31, ~~2017~~2018 and ~~5.34%~~5.58% at ~~September~~June 30, ~~2017.~~2018.

~~Other~~Interest income ~~(expense), net~~ increased during the six months ended June 30, 2019 due to $10.9 million of interest earned on the proceeds of the New Notes that were held in an interest-bearing escrow account until the Acquisition date.

In March 2019, we entered into pay-fixed, receive-variable interest rate swap derivatives and designated them as cash flow hedges of interest rate risk. These swaps effectively fixed the interest rate on a portion the 2026 Term Loan. The ~~change in other income (expense), net for~~total notional amount of the interest rate swap derivatives as of June 30, 2019 was $600 million with outstanding maturities of up to fifty-seven months.

For the three and six months ended ~~September~~June 30, ~~2018 compared to the prior year period~~2019, our effective tax rate was ~~partially due to~~10.1% and 9.6%, respectively, and we recognized a tax benefit of $37.5 million on a net loss of $371.5 million and a tax benefit of $35.9 million on a net loss of $372.2 million, respectively. Our tax benefit was unfavorably impacted by the impact of a $2.4 million gain on the sale of a portion of our investment in Hydrogenics Corporation (Hydrogenics) in the prior year period. The change in other income (expense), net for the nine months ended September 30, 2018 compared to the prior year periodU.S. anti-deferral provisions and foreign withholding taxes but this impact 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,~~ partially offset by ~~$9.0 million in gains recognized during~~ the ~~nine months ended September 30, 2017 related to the sale~~favorable impact of ~~a portion of our investment in Hydrogenics.~~

~~Foreign exchange losses of $4.3 million and $13.0 million were included in other income (expense), net~~federal tax credits for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018, respectively, compared~~2019. The impact of excess tax costs related to ~~foreign exchange losses of $1.7 million and $7.1 million~~equity-based compensation awards was not material for the three ~~and nine~~or six months ended ~~September~~June 30, 2017, respectively. Due to the planned liquidation of a foreign subsidiary, we expect to recognize a pretax foreign exchange loss of approximately $13 million in other income (expense), net in the fourth quarter of 2018 related to foreign currency translation adjustments currently reported in accumulated other comprehensive loss, based on September 30, 2018 exchange rates.

Net periodic benefit income of $2.3 million and $6.9 million was included in other income (expense), net for the three and nine months ended September 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 nine months ended September 30, 2017 was recast to include $1.4 million and $4.2 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.

In the fourth quarter of 2018, we intend to terminate a significant U.S. defined benefit pension plan to be settled through the purchase of annuities. As a result of the settlement, 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 approximately $33 million to $35 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. During the three and nine months ended September 30, 2018, we recognized a $2.5 million tax benefit related to changes made to the provisional amounts, primarily related to our transition tax and from revaluing our U.S. deferred tax assets and liabilities. We expect to continue to refine the calculations as additional analysis is completed and as additional guidance and interpretations are available. Any changes made could be material to income tax expense.

The effective income tax rate of ~~2.7%~~36.0% and 33.2% for the three and six months ended ~~September~~June 30, 2018, was lower than the statutory rate of 21.0% due to the reduction in tax expense of $24.1 million related to the expiration of statutes of limitations on various uncertain tax positions. The effective income tax rate of 23.9% for the nine months ended September 30, 2018respectively, 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., 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 ~~reduction in tax expense due to the expiration of statutes of limitations on various uncertain tax positions discussed above and the~~ favorable impact of ~~$4.7 million of excess tax benefits related to equity-based compensation awards for the nine months ended September 30, 2018.~~

Our effective income tax rate of 24.8% and 23.6% for the three and nine months ended September 30, 2017, 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. In addition, the effective tax rate was favorably affected by $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, respectively. Offsetting these decreases for the three and nine months ended September 30, 2017 was the effect of the provision for state income taxes.~~

Three Months Ended

September 30,

2018

2017

Amount

% of Net
Sales

Amount

% of Net
Sales

$
Change

%
Change

(dollars in millions)
Net sales by segment:

CCS

$
731.7

63.6

%

$
708.7

62.8

%

$
23.0

3.2

%
CMS

418.7

36.4

420.1

37.2

(1.4
)

(0.3
)

Consolidated net sales

$
1,150.4

100.0

%

$
1,128.8

100.0

%

$
21.6

1.9

%

Operating income by segment:

CCS

$
94.9

13.0

%

$
70.4

9.9

%

$
24.5

34.8

%
CMS

37.3

8.9

55.0

13.1

(17.7
)

(32.2
)

Consolidated operating income

$
132.2

11.5

%

$
125.4

11.1

%

$
6.8

5.4

%

Non-GAAP adjusted operating income by
segment: ⁽¹⁾

CCS

$
147.4

20.1

%

$
138.5

19.5

%

$
8.9

6.4

%
CMS

71.6

17.1

83.6

19.9

(12.0
)

(14.4
)

Non-GAAP consolidated adjusted operating
income ⁽¹⁾

$
219.0

19.0

%

$
222.1

19.7

%

$
(3.1
)

(1.4
)
%

	Three Months Ended
	June 30,
	2019							2018
	Amount			% of Net Sales				Amount		% of Net Sales			$ Change			% Change
	(dollars in millions)
Net sales by segment:
Connectivity	$	670.9			26.1		%	$	740.5		59.7	%	$	(69.6	)		(9.4	)	%
Mobility		529.4			20.6				499.4		40.3			30.0			6.0
CPE		889.0			34.6				—		—			889.0		NM
N&C		330.6			12.9				—		—			330.6		NM
Ruckus		146.8			5.7				—		—			146.8		NM
Consolidated net sales	$	2,566.7			100.0		%	$	1,239.9		100.0	%	$	1,326.8			107.0		%

Operating income (loss) by segment:
Connectivity	$	60.5			9.0		%	$	85.4		11.5	%	$	(24.9	)		(29.2	)	%
Mobility		98.5			18.6				79.3		15.9			19.2			24.2
CPE		(25.0	)		(2.8	)			—	NM				(25.0	)	NM
N&C		(229.6	)		(69.4	)			—	NM				(229.6	)	NM
Ruckus		(113.6	)		(77.4	)			—	NM				(113.6	)	NM
Consolidated operating income (loss)	$	(209.2	)		(8.2	)	%	$	164.7		13.3	%	$	(373.9	)		(227.0	)	%

Non-GAAP adjusted operating income by segment: ⁽¹⁾
Connectivity	$	129.7			19.3		%	$	142.9		19.3		$	(13.2	)		(9.2	)	%
Mobility		134.8			25.5				108.2		21.7			26.6			24.6
CPE		52.5			5.9				—	NM				52.5		NM
N&C		35.8			10.8				—	NM				35.8		NM
Ruckus		2.7			1.8				—	NM				2.7		NM
Non-GAAP consolidated adjusted operating income ⁽¹⁾	$	355.5			13.9		%	$	251.1		20.3		$	104.4			41.6		%

Non-GAAP adjusted EBITDA by segment: ⁽¹⁾
Connectivity	$	142.2			21.2		%	$	157.2		21.2	%	$	(15.0	)		(9.5	)	%
Mobility		140.4			26.5				113.9		22.8			26.5			23.3
CPE		62.1			7.0				—	NM				62.1		NM
N&C		45.0			13.6				—	NM				45.0		NM
Ruckus		5.9			4.0				—	NM				5.9		NM
Non-GAAP consolidated adjusted EBITDA ⁽¹⁾	$	395.6			15.4		%	$	271.1		21.9	%	$	124.5			45.9		%

Nine Months Ended

September 30,

2018

2017

Amount

% of Net
Sales

Amount

% of Net
Sales

$
Change

%
Change

(dollars in millions)
Net sales by segment:

CCS

$
2,145.8

61.1

%

$
2,116.0

61.5

%

$
29.8

1.4

%
CMS

1,365.0

38.9

1,324.2

38.5

40.8

3.1

Consolidated net sales

$
3,510.8

100.0

%

$
3,440.2

100.0

%

$
70.6

2.1

%

Operating income by segment:

CCS

$
233.4

10.9

%

$
191.5

9.1

%

$
41.9

21.9

%
CMS

167.2

12.2

190.3

14.4

(23.1
)

(12.1
)

Consolidated operating income

$
400.6

11.4

%

$
381.8

11.1

%

$
18.8

4.9

%

Non-GAAP adjusted operating income by
segment: ⁽¹⁾

CCS

$
399.0

18.6

%

$
398.7

18.8

%

$
0.3

0.1

%
CMS

259.8

19.0

280.3

21.2

(20.5
)

(7.3
)

Non-GAAP consolidated adjusted operating
income ⁽¹⁾

$
658.8

18.8

%

$
679.0

19.7

%

$
(20.2
)

(3.0
)
%

	Six Months Ended
	June 30,
	2019							2018
	Amount			% of Net Sales				Amount		% of Net Sales			$ Change			% Change
	(dollars in millions)
Net sales by segment:
Connectivity	$	1,317.0			35.9		%	$	1,414.1		59.9	%	$	(97.1	)		(6.9	)	%
Mobility		982.9			26.8				946.3		40.1			36.6			3.9
CPE		889.0			24.2				—		—			889.0		NM
N&C		330.6			9.0				—		—			330.6		NM
Ruckus		146.8			4.0				—		—			146.8		NM
Consolidated net sales	$	3,666.3			100.0		%	$	2,360.4		100.0	%	$	1,305.9			55.3		%

Operating income (loss) by segment:
Connectivity	$	90.5			6.9		%	$	138.5		9.8	%	$	(48.0	)		(34.7	)	%
Mobility		159.2			16.2				129.9		13.7			29.3			22.6
CPE		(25.0	)		(2.8	)			—	NM				(25.0	)	NM
N&C		(229.6	)		(69.4	)			—	NM				(229.6	)	NM
Ruckus		(113.6	)		(77.4	)			—	NM				(113.6	)	NM
Consolidated operating income (loss)	$	(118.5	)		(3.2	)	%	$	268.4		11.4	%	$	(386.9	)		(144.2	)	%

Non-GAAP adjusted operating income by segment: ⁽¹⁾
Connectivity	$	225.2			17.1		%	$	251.6		17.8	%	$	(26.4	)		(10.5	)	%
Mobility		230.0			23.4				188.1		19.9			41.9			22.3
CPE		52.5			5.9				—	NM				52.5		NM
N&C		35.8			10.8				—	NM				35.8		NM
Ruckus		2.7			1.8				—	NM				2.7		NM
Non-GAAP consolidated adjusted operating income ⁽¹⁾	$	546.2			14.9		%	$	439.7		18.6	%	$	106.5			24.2		%

Non-GAAP adjusted EBITDA by segment: ⁽¹⁾
Connectivity	$	249.9			19.0		%	$	279.8		19.8	%	$	(29.9	)		(10.7	)	%
Mobility		241.2			24.5				199.4		21.1			41.8			21.0
CPE		62.1			7.0				—	NM				62.1		NM
N&C		45.0			13.6				—	NM				45.0		NM
Ruckus		5.9			4.0				—	NM				5.9		NM
Non-GAAP consolidated adjusted EBITDA ⁽¹⁾	$	604.1			16.5		%	$	479.2		20.3	%	$	124.9			26.1		%

Our ~~CCS~~Connectivity segment provides innovative fiber optic and copper cable and connectivity solutions for use in data centers and business enterprise, telecommunications, cable television and residential broadband networks. ~~Our CCS~~The Connectivity portfolio includes network solutions for indoor and outdoor network applications. Indoor network solutions are found in commercial buildings and in the network core. They are primarily delivered through our SYSTIMAX, NETCONNECT and Uniprise brands and offer a complete end-to-end physical layer solution, including optical fiber and twisted pair structured cable solutions, intelligent infrastructure management hardware and software and network rack and cabinet enclosures. Ourdata centers, while outdoor network solutions are found in ~~access~~both local-area and ~~edge~~wide-area networks, central offices and ~~include a broad portfolio of fiber-to-the-home equipment~~headends, and headend solutions. Our fiber optic connectivity solutions are primarily comprised of hardened connector systems, fiber distribution hubs and management systems, couplers and splitters, plug and play multiport service terminals, hardened optical terminating enclosures, high density cable assemblies, splices and splice closures.“last-mile” fiber-to-the-x (FTTX) installations.

~~CCS~~Connectivity segment net sales were ~~higher~~lower in the three and six months ended ~~September~~June 30, ~~2018~~2019 compared to the prior year ~~period~~periods primarily due to ~~increases in~~pricing pressure and lower sales volumes. Foreign exchange rate changes negatively impacted net sales by approximately 2% for both the three and six months ended June 30, 2019. From a regional perspective, net sales in the ~~U.S.~~EMEA region were lower due to decreases in sales of enterprise solutions and to a lesser extent the impact of unfavorable foreign exchange rate changes. The APAC region experienced lower net sales primarily due to lower sales of our enterprise solutions but these declines were partially offset by increases in our other connectivity solutions. Net sales in the U.S. were also down due to declines in spending by our cable operator customers. The Caribbean and Latin America (CALA) region saw a less significant decrease than the other regions and ~~EMEA regions. These~~there were modest increases in ~~net~~Canada for the three and six months ended June 30, 2019. The CALA region experienced increased sales volumes for the six months ended June 30, 2019 but these increases were ~~partially~~largely offset by ~~decreases in~~ the APAC region and in Canada. CCS segment net sales were higher in the nine months ended September 30, 2018 due to increases in net sales primarily in the EMEA region and the U.S. and to a lesser extent the CALA region. The increase in net sales in the EMEA region was mostly driven by favorableimpacts of unfavorable foreign exchange rate changes for the nine months ended September 30, 2018. The increase in U.S. net sales for the nine months ended September 30, 2018 was driven by incremental net sales due to the acquisition of Cable Exchange on August 1, 2017. These increases were partially offset by decreases in net sales in the APAC region and in Canada. Foreign exchange rate changes had an unfavorable impact on CCS segment net sales of 1.7% for the three months ended September 30, 2018 compared to the prior year period. Foreign exchange rate changes were not significant to CCS segment net sales for the nine months ended September 30, 2018, excluding the impacts related to the EMEA region discussed above.changes.

~~CCS~~Connectivity segment operating income and non-GAAP adjusted ~~operating income increased~~EBITDA decreased during the three and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the prior year ~~periods. CCS~~periods primarily due to lower sales volumes and reductions in certain selling prices as well as unfavorable foreign exchange rate changes on costs offset partially by lower incentive compensation and favorable product mix. Connectivity segment operating income ~~benefitted from lower~~was also negatively impacted by higher transaction and integration costs and restructuring costs, which are excluded from non-GAAP adjusted operating income. Both operating income and non-GAAP adjusted operating income benefitted from higher sales volumes and cost savings initiatives that were partially offset by selling price reductions, higher material costs and unfavorable foreign exchange rate changes.EBITDA. See “Reconciliation of Non-GAAP Measures.”

We expect demand for our ~~indoor network CCS~~enterprise Connectivity products to be driven by global information technology spending, particularly for hyperscale and ~~spending in core~~cloud data center 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~~service provider Connectivity products to be driven by global deployment of fiber-optic solutions for ~~fiber-to-the-X~~FTTX applications, fiber deployments that support wireless distribution and backhaul, new services, competitive dynamics in the access market, ongoing maintenance requirements of cable networks and residential construction market activity in North America. ~~Spending patterns~~The increasing demand for fiber solutions is expected to be somewhat offset by ~~service providers and data center customers can be volatile.~~decelerating demand for copper solutions in networks. 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 increasing demand for fiber solutions is expected to be somewhat offset by decelerating demand for copper solutions in networks. We expect modest near-term net sales growth in the CCS segment as~~As a result of these business dynamics ~~as well as~~and ongoing pricing ~~pressure.~~pressure, we expect near-term net sales in the Connectivity segment to decline modestly.

Our ~~CMS~~Mobility segment ~~primarily through our Andrew brand, is a global leader in providing~~provides the integral building blocks for cellular base station sites and related ~~connectivity;~~connectivity, while focusing 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. Metro cell solutions can be found on street poles and on other urban, outdoor structures and include radio frequency (RF) delivery and connectivity solutions, equipment housing and concealment. Distributed antenna systems and small cell and distributed antenna wireless systems; and wireless network backhaul planning and optimization products and services. The primary sources of revenue for our CMS segment are (i) product sales of primarily passive transmission devices for the wireless infrastructure market including base station and microwave antennas, hybrid fiber-feeder and power cables, coaxial cable connectors and equipment primarily used byindoor solutions allow wireless operators ~~(ii) product sales of active electronic devices~~to increase spectral efficiency and ~~services including filters and tower-mounted amplifiers and (iii) engineering and consulting services and products such as distributed antenna systems that are used to~~thereby extend and enhance ~~the~~cellular coverage ~~of wireless networks~~and capacity in ~~areas where signals are difficult to send or receive, such as large buildings, urban areas, stadiums and transportation systems.~~challenging network conditions.

CMS segment net sales were essentially unchanged during the three months ended September 30, 2018 compared to the prior year period as decreases in the APAC and CALA regions were almost completely offset by increases in the U.S. and to a lesser extent increases in Canada and the EMEA region. CMSMobility segment net sales increased during the ~~nine~~three and six months ended ~~September~~June 30, ~~2018~~2019 compared to the prior year periods, driven by ~~higher~~stronger sales volumes in the U.S. due to the continued build out of next generation 4G networks that support commercial and public safety markets. These stronger volumes were partially offset ~~partially~~ by reductions in certain selling prices. ~~During the nine months ended September 30, 2018, the CMS~~Mobility segment net sales also saw increases, though less pronounced, in the EMEA and CALA regions during the three and six months ended June 30, 2019. The EMEA region ~~which~~experienced increased sales volumes for the three and six months ended June 30, 2019 but these increases were ~~almost all due to favorable~~largely offset by the impacts of unfavorable foreign exchange rate ~~changes, and in Canada. These~~changes. The increases in ~~CMS~~Mobility segment net sales were partially offset ~~partially~~ by ~~decreases~~a decrease in APAC region net sales during ~~nine~~the three and six months ended ~~September~~June 30, ~~2018 primarily in the APAC region but also in the CALA region. Foreign exchange rate changes had an unfavorable impact on CMS segment net sales of 1.2% for the three months ended September 30, 2018~~2019 compared to the prior year ~~period.~~periods due to projects in 2018 that did not recur in 2019. Foreign exchange rate changes ~~were not significant to CMS~~negatively impacted Mobility segment net sales by approximately 1% for both the ~~nine~~three and six months ended ~~September~~June 30, ~~2018, excluding the impacts related~~2019 compared to the ~~EMEA region discussed above.~~prior year periods.

~~CMS~~Mobility segment operating income and non-GAAP adjusted ~~operating income decreased~~EBITDA increased for the three and six months ended ~~September~~June 30, ~~2018~~2019 compared to the prior year ~~period~~periods primarily due to ~~selling price reductions. CMS segment operating income~~higher sales volumes, lower material costs, lower incentive compensation and ~~non-GAAP adjusted operating income decreased for~~ the ~~nine months ended September 30, 2018 primarily due to selling price reductions and unfavorable~~impact of favorable foreign exchange rate changes on costs offset partially ~~offset~~ by ~~higher sales volume and favorable geographic mix. CMS~~reductions in certain selling prices. Mobility segment operating income was also negatively impacted by higher transaction and integration costs and restructuring costs, which are excluded from non-GAAP adjusted ~~operating income.~~EBITDA. See “Reconciliation of Non-GAAP Measures.”

Our sales to wireless operators ~~are~~can be project-based and volatile. We expect longer-term demand for our ~~CMS~~Mobility 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.~~requirements. In addition, we expect demand for our ~~CMS~~Mobility products to continue to be favorably affected by ~~government~~ initiatives to promote the expansion of wireless networks, ~~(e.g., FirstNet)~~new spectrum deployments and a venue refresh cycle over the next ~~few~~couple of years. We also expect longer-term demand for our ~~CMS~~Mobility 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~~We expect near-term net sales in our Mobility segment to remain flat or decline modestly. In addition, pricing pressure, uncertainty in the global economy or a particular region or consolidation among operators or other investments by wireless operators may slow the growth or cause a decline in capital spending by wireless operators and negatively impact our net sales.

Our CPE segment offers broadband and video products. The segment includes subscriber-based solutions that support broadband and video applications connecting cable, telco and satellite service providers to a customer’s home and adds wireless connectivity or other wired connections integrating in-home devices together to enable the consumption of internet-based services and the delivery of broadcast, streamed and stored video to televisions and other connected devices. Broadband offerings include devices that provide residential connectivity to a Service Providers’ network, such as digital subscriber line (DSL) and cable modems and telephony and data gateways which incorporate routing and Wi-Fi functionality. Video offerings include set top boxes that support cable, satellite and IPTV content delivery and include products such as digital video recorders (DVRs), high definition set top boxes and hybrid set top devices.

Net sales to customers outside the U.S. comprised 42.0% of total CPE segment net sales for the three and six months ended June 30, 2019. These sales to international customers were primarily to customers in the EMEA and CALA regions. CPE segment net sales were unfavorably impacted by acquisition accounting adjustments related to deferred revenue of $0.7 million for the three and six months ended June 30, 2019.

Operating income for the CPE segment was negatively impacted by $24.0 million related to acquisition accounting adjustments related to the mark-up of inventory to its estimated fair value and deferred revenue and $15.1 million of restructuring costs. These charges are not reflected in non-GAAP adjusted EBITDA.

We expect ~~modest~~near-term sales in our CPE segment to remain flat or to decline modestly primarily due to a continued reduction in the U.S. PayTV market as it continues to be impacted by the growth in over-the-top streaming and net video subscriber reductions and slower international video deployments. We expect these dynamics to be partially offset by a slightly increasing broadband market.

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

Net sales to customers outside the U.S. comprised 45.9% of total N&C segment net sales for the three and six months ended June 30, 2019. These sales to international customers originated in all major geographic regions. N&C segment net sales were unfavorably impacted by acquisition accounting adjustments related to deferred revenue of $13.3 million for the three and six months ended June 30, 2019.

Operating income for the N&C segment was negatively impacted by $99.9 million of transaction and integration costs, $80.0 million related to acquisition accounting adjustments related to the mark-up of inventory to its estimated fair value and deferred revenue and $21.5 million of restructuring costs. These charges are not reflected in non-GAAP adjusted EBITDA.

We expect near-term sales for the N&C segment to improve modestly although not at the same pace as we originally contemplated. We anticipate that the reduced network spend we have seen so far this year will continue in the short term and a return to higher level of capital spend by cable operators will push farther out than we had originally anticipated. The cable industry is going through a process of transformation and evaluating a variety of new network architectures to further expand plant capacity. Distributed Access Architecture (DAA) is complex and there are a variety of approaches. As different models for plant upgrades are assessed, cable operators are spending cautiously to keep inventories in check during the transition. We benefit from a large footprint of outside plant electronics as well as of field upgradeable nodes which makes a move to DAA as simple as plugging in a module. The fundamental drivers for investing in the broadband network remain unchanged. Increased subscriber count, capacity utilization and increased access speeds continue to grow. We believe we are positioned to capture our share of this market demand given our advantaged product portfolio and deep customer relationship, and we expect better N&C segment performance in 2020.

Our Ruckus segment provides converged wired (LAN) and wireless (WLAN, IoT) networks for enterprises and service providers. Product offerings include indoor and outdoor Wi-Fi and LTE access points, access, aggregation and core switches; on-premises and cloud-based control and management systems; and software and software-as-a-service (SaaS) applications addressing security, location, reporting and analytics.

Net sales to customers outside the U.S. comprised 44.8% of total Ruckus segment net sales for the three and six months ended June 30, 2019. Ruckus segment net sales were unfavorably impacted by acquisition accounting adjustments related to deferred revenue of $4.3 million for the three and six months ended June 30, 2019.

Operating income for the Ruckus segment was negatively impacted by $60.1 million related to acquisition accounting adjustments related to the mark-up of inventory to its estimated fair value and deferred revenue and $35.1 million related to transaction and integration costs. These charges are not reflected in non-GAAP adjusted EBITDA.

We expect near-term net sales ~~growth~~to be flat for our Ruckus segment. While we remain confident in the ~~CMS segment as a result~~long-term growth of ~~these~~this business, ~~dynamics as well as ongoing pricing pressure.~~we are focused on optimizing the cost structure to align to current sales trends to preserve profitability.

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

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. To fund the Acquisition, on February 19, 2019 we issued the New Notes, the proceeds from which were held in escrow until they were released on April 4, 2019, the Acquisition date. In February 2019, we also secured the borrowing of $3.2 billion under the 2026 Term Loan with an interest rate of LIBOR plus 3.25% that was funded as of the Acquisition date. In addition, at the closing of the Acquisition, we entered into a new asset-based revolving credit facility. Availability under the new asset-based revolving credit facility was $971.9 million as of June 30, 2019, reflecting a borrowing base of $1.0 billion reduced by $28.1 million of letters of credit issued under the facility. We did not borrow under the new asset-based revolving credit facility to fund the Acquisition, but we did borrow and repay $15.0 million under the facility in June 2019. In addition to incremental new debt, we funded the Acquisition by issuing the Convertible Preferred Stock to Carlyle for an aggregate investment of $1.0 billion. The Convertible Preferred Stock pays dividends at an annual rate of 5.50%, with dividends payable quarterly, and is convertible at the option of the holders at any time into shares of CommScope common stock at a price of $27.50 per share, subject to certain limits on the number of shares that may be issued unless we obtain shareholder approval. On a long-term basis, our potential sources of liquidity also include raising capital through the issuance of ~~debt~~additional equity and/or ~~equity.~~ debt.

The primary uses of liquidity include debt service requirements (including voluntary debt repayments or redemptions), funding ~~acquisitions, funding~~ working capital requirements, paying acquisition integration costs, capital expenditures, paying restructuring costs, paying dividends related to the Convertible Preferred Stock and income tax ~~payments, funding pension and other postretirement obligations and potential stock repurchases.~~payments. We believe that our existing cash, cash equivalents and cash flows from operations, combined with availability under our new asset-based 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~~those presented in the “Reconciliation of Non-GAAP Measures” section below, ~~but also give~~including adjusted EBITDA and adjusted pro forma EBITDA as measured pursuant to the indentures governing our senior notes, and reflecting the pro forma effect toof certain events, including acquisitions, synergies and savings from cost reduction initiatives such as facility closures and headcount reductions. For the twelve months ended September 30, 2018, our pro forma adjusted EBITDA, as measured pursuant to the indentures governing our notes, was $952.8 million, which included $17.3 million of savings from announced cost reduction initiatives so that the impact of the 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, ~~2018.~~2019.

Cash and cash equivalents decreased during the first ~~nine~~six months of ~~2018 mainly~~2019 primarily due to funding the ~~voluntary repayment of $400.0 million~~Acquisition, settling assumed ARRIS debt, payments on the 2022 Term Loan, ~~cash paid for investments in property, plant~~acquisition-related payments and ~~equipment and cash paid for withholding taxes related to the vesting of equity-based compensation awards,~~restructuring payments all partially offset by the addition of cash ~~generated by operations.~~and cash equivalents from the ARRIS business. As of ~~September~~June 30, ~~2018,~~2019, approximately ~~92%~~81% of our cash and cash equivalents were held outside the U.S.

Working capital, excluding cash and cash equivalents ~~decreased during~~and the ~~nine months ended September 30, 2018. The decrease was~~current portion of long-term debt, increased in the first half of 2019 due to the Acquisition. Excluding the ARRIS business, working capital, excluding cash and cash equivalents, increased mainly due to ~~changes~~higher accounts receivable balances related to higher sales and modestly slower collections. In addition, inventory balances increased during the quarter in ~~income tax balances and~~anticipation of sales expected in the second half of 2019. The increase was partially offset by higher accrued interest ~~offset partially by higher inventory~~ balances as of ~~September~~June 30, ~~2018~~2019 compared to December 31, ~~2017. In September~~ 2018 we sold approximately $30 million of accounts receivable under customer-sponsored supplier financing agreements. Under these agreements, we are able to sell accounts receivable to a bank, and we retain no interest in and have no servicing responsibilities for the accounts receivable sold. The resulting reduction in accounts receivable at September 30, 2018 compares to an approximately $60 million reduction in accounts receivable at December 31, 2017 due to ~~customer~~the timing of interest payments ~~in late 2017 that were~~and interest related to the debt incurred to finance the Acquisition. Accounts payable balances also increased primarily due into the ~~first quarter of 2018.~~higher inventory purchases. The ~~net reduction~~increase in total capitalization during the ~~nine~~first half of 2019 reflected the proceeds from the New Notes funded in the first quarter and the 2026 Term Loan which was funded as of the Acquisition date that were utilized to fund a substantial portion of the Acquisition on April 4, 2019.

During the six months ended ~~September~~June 30, ~~2018 reflected the repayment of $400.0 million on the 2022 Term Loan and foreign currency translation losses partially offset by current year earnings~~.

~~During the nine months ended September 30, 2018,~~2019, we ~~generated $361.9~~used $261.6 million of cash ~~through~~in operating activities compared to ~~$335.4~~generating cash in operating activities of $135.1 million for the six months ended June 30, 2018 despite the addition of the ARRIS business during the ~~nine~~second quarter of 2019. Cash flow from operations for the six months ended ~~September~~June 30, ~~2017. The higher level~~2019 includes the payment of ~~cash generation was due~~transaction and integration costs primarily related to ~~lower payments~~the Acquisition of ~~incentive compensation during~~$195.2 million. We have also experienced slower collections in the ~~nine~~first half of 2019 compared with the first half of 2018. Cash paid for interest expense increased $36.8 million for the six months ended ~~September~~June 30, ~~2018~~2019 compared ~~with~~to the prior year period, primarily as ~~well as our initial participation~~a result of the acquisition-related debt. We also paid $26.3 million more in customer-sponsored supplier financing agreements as described above. These increases were offset by lower cash flows from accounts receivable due to the receipt of approximately $60 million of customer payments in late 2017 that were due in the first quarter of 2018. The increase of cash used for inventory was largely offset by a decrease of cash used for accounts payablerestructuring costs for the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 compared to the prior year period.

~~Investment~~During the six months ended June 30, 2019, we paid $5.0 billion, net of cash acquired, using a combination of cash on hand, proceeds from the issuance of long-term debt and proceeds from the issuance of the Convertible Preferred Stock to fund the Acquisition. Our investment in property, plant and equipment during the ~~nine~~six months ended ~~September~~June 30, 2019 was $17.2 million higher than the six months ended June 30, 2018, ~~was $55.4 million compared with $51.2 million for~~primarily as a result of the ~~prior year period. The~~addition of ARRIS’ investment in property, plant and equipment ~~was~~during the second quarter of 2019. Our investments in property, plant and equipment were 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~~2019, we also paid $11.0 million of the $14.5 million liability for remaining payments due related to the August 2017 acquisition of Cable Exchange. During the six months ended June 30, 2019 and ~~2017,~~2018, we sold property and equipment no longer being utilized for ~~$12.7~~$0.8 million and ~~$5.0~~$6.2 million, respectively.

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. Also during the nine months ended September 30, 2017~~2019, we received proceeds ~~of $9.9 million related to~~from the ~~sale~~issuance of the ~~remainder~~New Notes and the 2026 Term Loan of ~~our investment in Hydrogenics.~~approximately $7.0 billion to fund the Acquisition. As of the date of the Acquisition, we also entered into a new asset-based revolving credit facility, which had availability of $971.9 million as of June 30, 2019, reflecting a borrowing base of $1.0 billion reduced by $28.1 million of letters of credit issued under the facility. We borrowed and repaid $15.0 million under the new asset-based revolving credit facility during the second quarter of 2019. We had no outstanding borrowings under the new asset-based revolving credit facility as of June 30, 2019. In connection with these financing transactions, we incurred $120.8 million of debt issuance costs, of which $118.1 million was paid during the six months ended June 30, 2019.

~~In July 2018, we~~We repaid ~~$400.0~~$225.0 million of the 2022 Term Loan in the first quarter of 2019 and we repaid the remaining balance of $261.3 million on April 4, 2019 using proceeds from the 2026 Term Loan. ~~The payment was made using $250.0~~As part of funding the Acquisition, we repaid ARRIS’ outstanding debt of $2.1 billion under its senior secured credit facilities. In addition to the new debt, we funded the Acquisition by issuing the Convertible Preferred Stock to Carlyle for an aggregate investment of $1.0 billion. We paid $3.0 million in transaction fees on Carlyle’s behalf related to the Convertible Preferred Stock and we treated that as a deemed dividend during the six months ended June 30, 2019.

On July 26, 2019, we announced that we plan to redeem $100.0 million of ~~cash~~our 5.00% senior notes due 2021 on ~~hand~~August 7, 2019 and ~~$150.0~~on August 7, 2019 we announced that we plan to redeem another $100.0 million ~~borrowed under our asset-based revolving credit facility (the revolving credit facility) which was repaid during the third quarter.~~on August 17, 2019. We expect to voluntarily repay ~~additional~~ debt in the future and may repurchase ~~certain~~more 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 September 30, 2018, we had no outstanding borrowings under the revolving credit facility and the remaining availability was $521.6 million, reflecting a borrowing base of $550.0 million reduced by $28.4 million of letters of credit issued under the revolving credit facility.

During the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, we received proceeds of ~~$5.0~~$2.7 million related to the exercise of stock options. Also during the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, employees surrendered ~~401,992~~0.4 million 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 ~~$15.6~~$9.3 million.

During the ~~nine~~six months ended ~~September~~June 30, 2017, we issued the 2027 Notes for $750.0 million 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 $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. In addition, during the nine months ended September 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. Additionally, during the nine months ended September 30, 2017, we voluntarily repaid $25.0 million of the 2022 Term Loan. Also during the nine months ended September 30, 2017, we paid cash of $175.0 million to repurchase stock under stock repurchase programs authorized by our Board of Directors in 2017. In addition, we received proceeds of ~~$8.8~~$4.9 million related to the exercise of stock options and employees surrendered ~~398,698~~0.4 million shares of our common stock to satisfy their tax withholding requirements on vested restricted stock units, which reduced cash flows by ~~$15.0~~$15.5 million.

We are not party to any significant off-balance sheet ~~arrangements except for operating leases. There~~arrangements. Other than the adoption of the new leasing guidance as of January 1, 2019 that requires all leases to be recorded on the balance sheet, there have not been any material changes to our off-balance sheet arrangements during the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.

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, non-GAAP adjusted EBITDA and non-GAAP pro forma 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, ~~2018~~2019 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, ~~2017~~2018 from the data for the year ended December 31, ~~2017~~2018 and then adding the data for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.

In addition, we have limitations on certain future borrowings and other actions based on ratios that use financial measures similar to non-GAAP adjusted EBITDA but also give pro forma effect to certain events, including acquisitions, anticipated synergies from acquisitions and savings from cost reduction initiatives such as facility closures and headcount reductions. The impacts of certain material pro forma adjustments are reflected below in the twelve-month period used in the calculation of the ratios.

	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,
	2018		2017		2018		2017		2017		2018			2019			2018		2019			2018		2018		2019
	(in millions)
Operating income	$	132.2	$	125.4	$	400.6	$	381.8	$	472.0	$	490.8
Operating income (loss)														$	(209.2	)	$	164.7	$	(118.5	)	$	268.4	$	450.0	$	63.1
Adjustments:
Amortization of purchased intangible assets		65.8		68.3		199.5		202.9		271.0		267.6			164.1			66.4		223.5			133.7		264.6		354.4
Restructuring costs, net		7.1		5.4		19.7		24.5		43.8		39.0			46.4			7.2		58.8			12.7		44.0		90.1
Equity-based compensation		11.3		11.0		33.7		31.6		41.9		44.1			23.1			11.9		30.7			22.4		44.9		53.2
Integration and transaction costs ⁽¹⁾		2.6		12.0		5.3		38.2		48.0		15.0
Asset impairments															—			—		—			—		15.0		15.0
Transaction and integration costs ⁽¹⁾															167.0			1.0		187.7			2.5		19.5		204.7
Purchase accounting adjustments															164.1			—		164.1			—		—		164.1
Non-GAAP adjusted operating income	$	219.0	$	222.1	$	658.8	$	679.0	$	876.7	$	856.5		$	355.5		$	251.1	$	546.2		$	439.7	$	838.0	$	944.5
Depreciation		18.7		20.6		58.2		60.8		81.7		79.1			40.1			19.9		57.8			39.5		75.6		93.9
Non-GAAP adjusted EBITDA	$	237.8	$	242.7	$	717.0	$	739.9	$	958.4	$	935.5		$	395.6		$	271.1	$	604.1		$	479.2	$	913.6	$	1,038.5
ARRIS acquisition ⁽²⁾																											473.9
ARRIS synergies ⁽³⁾																											135.0
Cost reduction initiatives ⁽⁴⁾																											31.1
Non-GAAP pro forma adjusted EBITDA													Non-GAAP pro forma adjusted EBITDA													$	1,678.5

In February 2019, we issued the New Unsecured Notes, the 2026 Secured Notes and the 2024 Secured Notes and repaid $225.0 million of the 2022 Term Loan. In April 2019, we completed the Acquisition and borrowed $3.2 billion under the 2026 Term Loan. The following table summarizes our contractual obligations at June 30, 2019:

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, risks related to the ARRIS acquisition; 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 technology systems and to implement major systems initiatives successfully; 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; 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~~materials 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 divestitures, acquisitions or equity investments; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; 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 attract and retain qualified key employees; labor unrest; obligations under our defined benefit employee benefit plans ~~may require~~requiring 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; the impact of Brexit; changes in the laws and policies in the United States affecting 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; the impact of litigation and similar regulatory proceedings that we are involved in or may become involved in, including the costs of such litigation, 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. Such forward-looking statements are also subject to additional risks and uncertainties related to the recently acquired ARRIS business, many of which are outside of our control, including, without limitation: the risk that we will not successfully integrate ARRIS or that we will not realize estimated cost savings, synergies, growth or other anticipated benefits, or that such benefits may take longer to realize than expected; risks relating to unanticipated costs of integration; the potential impact of the acquisition on relationships with third parties, including customers, employees and competitors; failure to manage potential conflicts of interest between or among customers; integration of information technology systems; and other factors beyond our control. These and other factors are discussed in greater detail in our ~~2017~~2018 Annual Report on Form 10-K and in ~~Part II, Item 1A, Risk Factors, of this report.~~our Quarterly Report on Form 10-Q for the three months ended March 31, 2019. 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.

~~There~~Other than the changes disclosed below, 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 ~~2017~~2018 Annual Report on Form 10-K, as filed with the SEC on February ~~15, 2018.~~21, 2019.

The table below summarizes the expected interest and principal payments associated with our variable rate debt outstanding at June 30, 2019 (mainly the $3.2 billion variable rate term loan and new asset-based revolving credit facility). The principal payments presented below are based on scheduled maturities and assume no borrowings under the existing revolving credit facility. The interest payments presented below assume the interest rate in effect at June 30, 2019. 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 $7.3 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 June 30, 2019.

As part of our hedging strategy to mitigate a portion of the exposure to changes in cash flows resulting from the variable interest rate on the 2026 Term Loan, in March 2019, we entered into and designated pay-fixed, receive-variable interest rate swap derivatives as cash flow hedges of interest rate risk. The total notional amount of the interest rate swap derivatives as of June 30, 2019 was $600 million with outstanding maturities of up to fifty-seven months. As of June 30, 2019, the combined fair value of the interest rate swaps was a $16.7 million loss. The table above excludes the impact of these interest rate swap derivatives.

During the six months ended June 30, 2019, we entered into foreign exchange forward contracts and cross currency swaps, with outstanding maturities of up to twenty-seven months, 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 June 30, 2019, the notional value of these derivative contracts was $545 million and the unrealized gain on the contracts was $0.3 million.

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~~In conjunction with the integration of ARRIS, the Company is making changes to processes, policies and other components of its internal control over financial reporting, including the consolidation of such operations into the Company’s financial statements. Management continues to make changes to the design of the control procedures relating to ARRIS and assess their effectiveness. Except for the activities described above, there have been no changes in the Company’s internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

~~Additional 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 announced that the U.S. has renegotiated the North American Free Trade Agreement with Mexico and Canada. The renegotiated agreement remains subject to ratification by the U.S. Congress and by the governments of Mexico and Canada, and the prospects for and timing of approval are uncertain.

These developments 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. The tariffs implemented on our products (or on materials, parts or components we use to manufacture our products) by the U.S. will increase the cost of our products manufactured and imported into the U.S. Tariffs and other trade restrictions announced by other countries on products manufactured in the U.S. could likewise increase the costs of those products when imported into other countries. If additional tariffs or trade restrictions are implemented on our products (or on materials, parts or components we use to manufacture our products) by the U.S. or other countries, the cost of our products manufactured in China, Mexico or other countries and imported into the U.S. or other countries could increase further. 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.

The authorization granted by the Company’s Board of Directors in August 2017 to repurchase up to $100.0 million of the Company’s outstanding common stock expired on July 31, 2018. The Company did not repurchase any common stock under this plan during the three months ended September 30, 2018.

~~The~~ following table summarizes the stock purchase activity for the three months ended ~~September~~June 30, ~~2018:~~2019:

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

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.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Product warranty accrual, beginning of period	$	14,846		$	20,283		$	16,928		$	21,631
Provision for warranty claims		1,296			284			3,174			4,515
Warranty claims paid		(1,660	)		(2,033	)		(5,573	)		(7,751	)
Foreign exchange		(11	)		(62	)		(58	)		77
Product warranty accrual, end of period	$	14,471		$	18,472		$	14,471		$	18,472

	Three Months Ended September 30, 2018						Nine Months Ended September 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	$	1,150,405	$	1,148,956	$	1,449	$	3,510,778	$	3,511,013	$	(235	)
Cost of sales		726,531		726,314		217		2,204,194		2,203,498		696
Operating income		132,225		130,993		1,232		400,639		401,570		(931	)
Income tax expense		1,763		1,483		280		51,367		51,625		(258	)
Net income		63,843		62,891		952		163,500		164,173		(673	)

	As of September 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	$	901,096		$	896,592		$	4,504
Inventories, net		490,767			494,647			(3,880	)
Liabilities:
Other accrued liabilities		323,211			325,328			(2,117	)
Equity:
Retained earnings (accumulated deficit)		(226,494	)		(229,235	)		2,741

	Estimated Fair Value
Assets
Cash and cash equivalents	$	556.1
Accounts receivable		1,151.8
Inventory		1,063.4
Other current assets		131.0
Property, plant and equipment		328.2
Goodwill		2,894.6
Identifiable intangible assets		3,542.8
Other noncurrent assets		463.6
Less: Liabilities assumed
Current liabilities		(1,505.9	)
Debt		(2,052.0	)
Other noncurrent liabilities		(959.3	)
Net acquisition cost	$	5,614.3

	Estimated Fair Value (in millions)		Weighted Average Estimated Useful Life (in years)
Customer contracts and relationships	$	1,605.0	18
Trademarks		457.0	13
Patents and technologies		1,437.8	7
Backlog		43.0	0.5
Total amortizable intangible assets	$	3,542.8

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

~~Emerging growth company~~	☐		Emerging growth company	☐

Part I—Financial Information (Unaudited):

Item 1. Condensed Consolidated Financial Statements:

Condensed Consolidated Statements of Operations ~~and Comprehensive Income~~		2

Condensed Consolidated ~~Balance Sheets~~Statements of Comprehensive Income (Loss)		3

Condensed Consolidated ~~Statements of Cash Flows~~Balance Sheets		4

Condensed Consolidated Statements of ~~Stockholders’ Equity~~Cash Flows		5

~~Notes to Unaudited~~ Condensed Consolidated ~~Financial~~ Statements of Stockholders’ Equity		6

Notes to Unaudited Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	38

Item 3. Quantitative and Qualitative Disclosures About Market Risk	40	56

Item 4. Controls and Procedures	40	57

Part II—Other Information:

Item 1. Legal Proceedings	41	58

Item 1A. Risk Factors	41	58

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41	58

Item 3. Defaults Upon Senior Securities	42	58

Item 4. Mine Safety Disclosures	42	58

Item 5. Other Information	42	58

Item 6. Exhibits	43	59

Signatures	44	60

	CCS			CMS			Total
Goodwill, gross at December 31, 2017	$	2,193.2		$	904.4		$	3,097.6
Foreign exchange		(26.0	)		(2.0	)		(28.0	)
Goodwill, gross at September 30, 2018		2,167.2			902.4			3,069.6
Accumulated impairment charges at December 31, 2017 and September 30, 2018		(51.5	)		(159.5	)		(211.0	)
Goodwill, net at September 30, 2018	$	2,115.7		$	742.9		$	2,858.6

	September 30, 2018		December 31, 2017
Raw materials	$	164,242	$	126,558
Work in process		104,168		98,526
Finished goods		222,357		219,857
	$	490,767	$	444,941

	Six Months Ended
	June 30, 2019
Operating cash paid to settle lease liabilities	$	20.0
Right of use asset additions in exchange for lease liabilities		11.4


	Balance Sheet Location	June 30, 2019
Right of use assets	Other noncurrent assets	$	245.4

Lease liabilities	Accrued and other liabilities	$	63.1
Lease liabilities	Other noncurrent liabilities		191.7
Total lease liabilities		$	254.8

Weighted average remaining lease term (in years)		4.6
Weighted average discount rate		6.4	%

	Operating Leases
Remainder of 2019	$	39.8
2020		74.3
2021		64.3
2022		42.9
2023		32.4
Thereafter		47.6
Total minimum lease payments	$	301.3
Less: imputed interest		(46.5	)
Total	$	254.8

	September 30, 2018		December 31, 2017
Compensation and employee benefit liabilities	$	100,938	$	97,522
Accrued interest		48,727		23,485
Deferred revenue		8,417		12,611
Product warranty accrual		14,471		16,928
Restructuring reserve		14,195		24,961
Income taxes payable		14,835		16,949
Purchase price payable		10,631		2,098
Value-added taxes payable		15,378		11,838
Accrued professional fees		10,992		10,224
Other		84,627		70,364
	$	323,211	$	286,980

	June 30, 2019		December 31, 2018
Raw materials	$	256.9	$	146.8
Work in process		129.5		98.8
Finished goods		1,017.7		227.7
	$	1,404.1	$	473.3

		Fair Value of Asset (Liability)							Fair Value of Asset (Liability)
	Balance Sheet Location	September 30, 2018			December 31, 2017			Balance Sheet Location	June 30, 2019			December 31, 2018
Foreign currency contracts	Prepaid expenses and other current assets	$	1,542		$	9,050		Prepaid expenses and other current assets	$	2.8		$	1.7
Foreign currency contracts	Other accrued liabilities		(6,574	)		(574	)	Accrued and other liabilities		(4.0	)		(3.0	)
Total derivatives not designated as hedging instruments		$	(5,032	)	$	8,476			$	(1.2	)	$	(1.3	)

Foreign Currency Forward Contracts	Location of Gain (Loss)	Gain (Loss) Recognized
Three Months Ended September 30, 2018	Other income (expense), net	$	(4,902	)
Three Months Ended September 30, 2017	Other income (expense), net	$	8,458
Nine Months Ended September 30, 2018	Other income (expense), net	$	(12,463	)
Nine Months Ended September 30, 2017	Other income (expense), net	$	22,866

Foreign Currency Forward Contracts	Location of Loss	Loss Recognized
Three Months Ended June 30, 2019	Other income (expense), net	$	(1.8	)
Three Months Ended June 30, 2018	Other income (expense), net	$	(19.4	)
Six Months Ended June 30, 2019	Other income (expense), net	$	(5.1	)
Six Months Ended June 30, 2018	Other income (expense), net	$	(7.6	)

Foreign Currency Forward Contracts	Location of Gain (Loss)	Effective Portion of Gain (Loss) Recognized
Three Months Ended September 30, 2018	Other comprehensive income (loss), net of tax	$	192
Three Months Ended September 30, 2017	Other comprehensive income (loss), net of tax	$	(1,471	)
Nine Months Ended September 30, 2018	Other comprehensive income (loss), net of tax	$	2,645
Nine Months Ended September 30, 2017	Other comprehensive income (loss), net of tax	$	(4,822	)

	Three Months Ended
	September 30,
	U.S. Plans						Non-U.S. Plans
	2018			2017			2018			2017
Service cost	$	—		$	—		$	967		$	1,262
Interest cost		1,323			1,490			1,257			1,355
Recognized actuarial loss		120			164			307			387
Amortization of prior service cost		—			—			10			—
Expected return on plan assets		(1,597	)		(1,687	)		(1,883	)		(1,946	)
Net periodic benefit cost (income)	$	(154	)	$	(33	)	$	658		$	1,058

	Options Outstanding						Options Exercisable				Options Outstanding						Options Exercisable
Range of Exercise Prices	Shares		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share		Shares		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
$2.96 to $5.74		2,502		2.1	$	5.42		2,502	$	5.42		2.1		1.6	$	5.74		2.1	$	5.74
$5.75 to $22.99		653		1.6	$	8.58		653	$	8.58		7.6		9.5	$	18.13		0.4	$	8.61
$23.00 to $42.32		1,633		7.9	$	33.16		800	$	29.41		1.5		7.2	$	33.10		1.1	$	31.25
$2.96 to $42.32		4,788		4.0	$	15.31		3,955	$	10.79		11.2		7.7	$	17.76		3.6	$	13.79

	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, 2018		2,155		$	35.43
Non-vested RSUs at March 31, 2019							2.3		$	29.27
Granted		2		$	31.36		3.8		$	23.40
Vested and shares issued		(8	)	$	34.31		(0.3	)	$	25.02
Forfeited		(61	)	$	35.47		(0.2	)	$	26.59
Non-vested RSUs at September 30, 2018		2,088		$	35.43
Non-vested RSUs at June 30, 2019							5.6		$	26.16

Non-vested RSUs at December 31, 2017		2,279		$	31.83
Non-vested RSUs at December 31, 2018							2.0		$	35.43
Granted		1,122		$	37.97		5.1		$	23.41
Vested and shares issued		(1,081	)	$	30.80		(1.2	)	$	31.33
Forfeited		(232	)	$	33.88		(0.3	)	$	30.48
Non-vested RSUs at September 30, 2018		2,088		$	35.43
Non-vested RSUs at June 30, 2019							5.6		$	26.16

	Performance Share Units			Weighted Average Grant Date Fair Value Per Share
Non-vested PSUs at June 30, 2018		294		$	34.07
Granted		2		$	31.36
Vested and shares issued		—		$	—
Forfeited		—		$	—
Non-vested PSUs at September 30, 2018		296		$	34.05

Non-vested PSUs at December 31, 2017		344		$	26.75
Granted		186		$	38.34
Vested and shares issued		(203	)	$	26.80
Forfeited		(31	)	$	26.27
Non-vested PSUs at September 30, 2018		296		$	34.05

	Performance Share Units			Weighted Average Grant Date Fair Value Per Share
Non-vested PSUs at March 31, 2019		0.1		$	38.23
Granted		—		$	—
Vested and shares issued		—		$	—
Non-vested PSUs at June 30, 2019		0.1		$	38.23

Non-vested PSUs at December 31, 2018		0.3		$	33.52
Granted		—		$	—
Vested and shares issued		(0.2	)	$	25.10
Non-vested PSUs at June 30, 2019		0.1		$	38.23

			Excess (Deficit) of Fair Value to Carrying Value
Reporting Unit	Goodwill Balance at June 30, 2019		Actual Interim Test Valuation		Decrease of 0.5% in Annual Revenue Growth Rate			Decrease of 0.5% in Annual Operating Income Margin			Decrease of 0.5% in Long-term Growth Rate			Increase of 0.5% in Discount Rate
CPE	$	378.4	$	63.4	$	(16.0	)	$	(87.8	)	$	15.7		$	(24.8	)
N&C		2,114.7		49.4		(158.7	)		(53.8	)		(114.9	)		(196.5	)
Ruckus		402.3		41.4		(74.0	)		(1.8	)		(14.6	)		(27.0	)

			Amount of Payments Due per Period
Contractual Obligations	Total Payments Due		Remainder of 2019		2020-2021		2022-2023		Thereafter
	(in millions)
Long-term debt, including current maturities (a)	$	10,500.0	$	8.0	$	714.0	$	64.0	$	9,714.0
Interest on long-term debt (a)(b)		3,928.5		310.7		1,222.3		1,168.1		1,227.4
Operating leases		301.3		39.8		138.6		75.3		47.6
Purchase obligations and other supplier agreements (c)		333.0		329.4		3.6		—		—
Pension and other postretirement benefit liabilities (d)		6.8		3.7		1.0		0.8		1.3
Restructuring costs, net (e)		40.7		27.5		11.2		2.0		—
Unrecognized tax benefits (f)		—		—		—		—		—
Total contractual obligations	$	15,110.3	$	719.1	$	2,090.7	$	1,310.2	$	10,990.3

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, 2018 - July 31, 2018		909	$	32.19		—	$	—
August 1, 2018 - August 31, 2018		1,106	$	31.88		—	$	—
September 1, 2018 - September 30, 2018		791	$	30.94		—	$	—
Total		2,806	$	31.71		—

3.1	Certificate of Designations Designating Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019).
4.1	First Supplemental Indenture, dated as of April 4, 2019, by and among CommScope, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019).
4.2	First Supplemental Indenture, dated as of April 4, 2019, by and among CommScope, Inc., CommScope Holding Company, Inc., the other guarantors party thereto, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as collateral agent (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019).
10.1	Registration Rights Agreement, dated as of April 4, 2019, by and between CommScope Holding Company, Inc. and Carlyle Partners VII S1 Holdings, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019).
10.2	Revolving Credit Agreement, dated as of April 4, 2019, among CommScope Holding Company, Inc., CommScope, Inc., the co-borrowers named therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019).
10.3	Term Loan Credit Agreement, dated as of April 4, 2019, among CommScope, Inc., as the borrower, CommScope Holding Company, Inc., as holdings, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2019).
10.4	Amended and Restated Employment Agreement, dated as of August 23, 2016, by and between ARRIS Group, Inc. and Mr. McClelland (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on April 4, 2019).***
10.5 **	Form of Non-Qualified Stock Option Certificate under the CommScope Holding Company, Inc. Amended and Restated 2013 Long-Term Incentive Plan (for grants to senior executive officers in 2019).***
18.1 **	Preferability Letter from Ernst & Young LLP, Independent Registered Public Accounting Firm
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.~~– The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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.
***	Management contract or compensatory plan or arrangement.

	COMMSCOPE HOLDING COMPANY, INC.

~~November~~August 7, ~~2018~~2019	/s/ Alexander W. Pease
Date	Alexander W. Pease
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and duly authorized officer)