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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-29 · 35 added, 20 removed, 223 unchanged (20% of the section changed)

56 unchanged sentences

Index of Exhibits

Purchase Agreement, dated as of July 18, 2024, by and between CommScope Holding Company, Inc.

and Amphenol Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).

Call Option Agreement, dated October 2, 2023, by and between CommScope Holding Company, Inc.

9 unchanged sentences

Certificate of Increase of Shares Designated as Series A Convertible Preferred Stock, par value $0.01, of CommScope Holding Company, Inc.

(Incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K (File No.

001-36146), filed with the SEC on February 29, 2024).

Certificate of Amendment of Amended and Restated Certificate of Incorporation of CommScope Holding Company, Inc.

13 unchanged sentences

First Supplemental Indenture, dated as of April 4, 2019, by and among CommScope, LLC (f/k/a CommScope, Inc.), the guarantors party thereto and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019).

Indenture, dated as of February 19, 2019, by and between CommScope Finance LLC and Wilmington Trust, National Association, as trustee and collateral agent, including the form of 5.50% Senior Secured Note due 2024 and form of 6.00% Senior Secured Note due 2026 (Incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No.

and form of 6.00% Senior Secured Note due 2026 (Incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K (File No.

001-36146), filed with the SEC on February 19, 2019).

Association, as trustee, and Wilmington Trust, National Association, as collateral agent (Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019).

First Supplemental Indenture, dated as of April 4, 2019, by and among CommScope, LLC (f/k/a 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 Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019).

Indenture, dated as of July 1, 2020, by and among CommScope, LLC (f/k/a CommScope, Inc.), the guarantors party thereto and Wilmington Trust, National Association, as trustee, including the form of 7.125% Senior Note due 2028 (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No.

2 unchanged sentences

001-36146), filed with the SEC on August 23, 2021).

Indenture, dated as of December 17, 2024, by and among CommScope, LLC, as issuer, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and collateral agent, including the form of 9.500% Senior Secured Note due 2031 (Incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No.

001-36146), filed with the SEC on December 17, 2024).

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).

Form of Long-Term Cash Incentive Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024).

Success Bonus Agreement, dated July 22, 2024, between CommScope, LLC and Farid Firouzbakht (Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No.

001-36146), filed with the SEC on August 8, 2024).***

Success Bonus Agreement, dated September 15, 2023, between CommScope, LLC (f/k/a CommScope, Inc.) and Gonzaga Chow (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q (File No.

14 unchanged sentences

Lorentzen, Justin C.

Choi and Robyn T.

Mingle (Incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K (File No.

Choi, Robyn T.

Mingle and Jennifer Crawford (Incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K (File No.

001-36046), filed with the SEC on February 17, 2023).***

54 unchanged sentences

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 24, 2023).

333-265198), filed with the SEC on May 24, 2023).

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

and Carlyle Partners VII S1 Holdings, L.P.

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

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

001-36146), filed with the SEC on November 8, 2018).

1 unchanged sentence

and Carlyle Partners VII S1 Holdings, L.P.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2019).

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).

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

001-36146), filed with the SEC on April 4, 2019).

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, LLC (f/k/a 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 (File No.

001-36146), 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, LLC (f/k/a 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).

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 (File No.

001-36146), 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, LLC (f/k/a 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).

2 unchanged sentences

001-36046), filed with the SEC on August 3, 2023).

Amendment No 3.

to Credit Agreement, dated as of December 17, 2024, by and among CommScope, LLC, as parent borrower, CommScope Holding Company, Inc., as holdings, the other credit parties party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other lenders and issuing banks party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-36146), filed with the SEC on December 17, 2024).

Term Loan Credit Agreement, dated as of December 17, 2024, by and among CommScope, LLC, as borrower, CommScope Holding Company, Inc., as holdings, Apollo Administrative Agency LLC, 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 (File No.

001-36146), filed with the SEC on December 17, 2024).

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.

1 unchanged sentence

CommScope Holding Company, Inc.

Inside Information and Insider Trading Policy, effective May 18, 2023 (including Guidelines for a Rule 10b5-1 Plan).

Inside Information and Insider Trading Policy, effective May 18, 2023 (including Guidelines for a Rule 10b5-1 Plan) (Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-36046), filed with the SEC on February 29, 2024).

List of Subsidiaries

4 unchanged sentences

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).

CommScope Holding Company, Inc.

Compensation Recovery Policy.

C ommScope Holding Company, Inc.

Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-36046), filed with the SEC on February 29, 2024).

Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Inline XBRL Schema Document, furnished herewith.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document,

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Cover Page Interactive Data File (embedded within the Inline XBRL document).

18 unchanged sentences

February 25, 2025

/s/ LAURIE S.

/s/ JENNIFER L.

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

20 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