What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-17 · 28 added, 39 removed, 212 unchanged (24% of the section changed)

21 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECT ORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

64 unchanged sentences

Description of Securities Registered Pursuant to Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 20, 2020).

Amended and Restated Employment Agreement between Frank M.

Drendel and CommScope, Inc., dated January 14, 2011, as amended on September 12, 2013 (Incorporated by reference to Exhibit 10.18 of Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-190354), filed with the SEC on September 12, 2013).

Employment Agreement between Charles L.

1 unchanged sentence

001-36146), filed with the SEC on October 1, 2020).

Amendment to Employment Agreement between Charles L.

Treadway and CommScope, Inc., dated October 4, 2022.***

Employment Agreement between Claudius E.

1 unchanged sentence

001-36146), filed with the SEC on October 1, 2020).

Form of Amended and Restated Severance Protection Agreement between CommScope, Inc.

and certain executive officers entered into prior to 2013 (Incorporated by reference to Exhibit 10.21 of Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-190354), filed with the SEC on September 12, 2013).

Form of Amendment, effective June 3, 2016, to Severance Protection Agreement between CommScope, Inc.

and certain executive officers entered into prior to 2013 (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q (File No.

001-36146), filed with the SEC on July 28, 2016).

Amendment to Employment Agreement between Claudius E.

Watts, IV and CommScope, Inc., dated October 4, 2022.***

Form of Amended and Restated Severance Protection Agreement between CommScope, Inc.

and certain executive officers entered into after 2015 (Incorporated by reference to Exhibit 10.23 of the Registrant’s Annual Report on Form 10-K (File No.

and certain executive officers entered into after 2015 (Incorporated by reference to Exhibit 10.23 of the Registrant's Annual Report on Form 10-K (File No.

001-36146), filed with the SEC on February 20, 2019).***

Form of Severance Protection Agreement between CommScope, Inc.

Lorentzen, Justin C.

Choi and Robyn T.

Severance Protection Agreement between Charles L.

Treadway and CommScope, Inc., dated October 4, 2022.***

Severance Protection Agreement between Claudius E.

Watts and CommScope, Inc., dated October 4, 2022.***

Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.22 of Amendment No.

1 unchanged sentence

333-190354), filed with the SEC on September 12, 2013).

Amended and Restated CommScope, Inc.

2006 Long Term Incentive Plan (as amended and restated effective February 28, 2007) (Incorporated by reference to Exhibit 10.25 of Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-190354), filed with the SEC on September 12, 2013).

Amended and Restated CommScope Holding Company, Inc.

27 unchanged sentences

001-36146), filed with the SEC on April 28, 2016).

Amended and Restated CommScope, Inc.

Supplemental Executive Retirement Plan (as amended and restated effective April 9, 2009) (Incorporated by reference to Exhibit 10.30 of Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-190354), filed with the SEC on September 12, 2013).

First Amendment, dated January 12, 2011, to Amended and Restated CommScope, Inc.

Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.32 of Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-190354), filed with the SEC on September 12, 2013).

CommScope Holding Company, Inc.

Non-Employee Director Compensation Plan, as amended on November 28, 2017 (Incorporated by reference to Exhibit 10.39 of the Registrant’s Annual Report on Form 10-K (File No.

001-36146), filed with the SEC on February 15, 2018).

Non-Employee Director Compensation Plan, as amended on February 19, 2019.

Form of Restricted Stock Unit Award Certificate under the CommScope Holding Company, Inc.

Non-Employee Director Compensation Plan, which is operated as a subplan of the CommScope Holding Company, Inc.

2013 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.34 of the Registrant’s Annual Report on Form 10-K (File No.

001-36146), filed with the SEC on February 20, 2014).

2019 Long-Term Incentive Plan.

Form of Non-Qualified Stock Option Certificate under the CommScope Holding Company, Inc.

7 unchanged sentences

001-36146), filed with the SEC on October 1, 2020).

Form of Performance Share Unit Award Certificate under the CommScope Holding Company, Inc.

Amended and Restated 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.

001-36146), filed with the SEC on May 5, 2022).***

CommScope Holding Company, Inc.

2 unchanged sentences

CommScope Holding Company, Inc.

2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No.

333-232354), filed with the Commission on June 26, 2019).

Amended and Restated 2019 Long-Term Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No.

333-265198), filed with the Commission on May 25, 2022).

Investment Agreement, dated November 8, 2018, by and between CommScope Holding Company, Inc.

6 unchanged sentences

Revolving Credit Agreement, dated as of April 4, 2019, and as amended by that certain Amendment Agreement, dated August 11, 2021, 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 Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019).

Amendment No.

2, dated October 19, 2022, to the Revolving Credit Agreement, dated as of April 4, 2019, among CommScope Holding Company, Inc., CommScope, Inc., the co-borrowers named therein, J.P.

Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 20, 2022).

Term Loan Credit Agreement, dated as of April 4, 2019, and as amended by that certain Amendment Agreement, dated August 11, 2021, 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 Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019).

Separation Agreement, dated August 10, 2021, by and between Morgan C.S.

Kurk and CommScope, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No.

001-36146), filed with the SEC on August 10, 2021).

Separation Agreement, dated April 15, 2021, by and between Frank B.

Wyatt, II and CommScope, Inc.

(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No.

001-36146), filed with the SEC on April 15, 2021).

Preferability Letter from Ernst & Young LLP, Independent Registered Public Accounting Firm (Incorporated by Reference to Exhibit 18.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.

34 unchanged sentences

February 22, 2023

/s/ BROOKE B.

/s/ LAURIE S.

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

11 unchanged sentences

William Krause

/s/ MINDY MACKENZIE

February 22, 2023

Mindy Mackenzie

/s/ JOANNE M.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures