EXHIBIT 99.1

                              COMMSCOPE, INC.
                        FORWARD-LOOKING INFORMATION

          The Securities Exchange Act of 1934, the Private Securities
Litigation Reform Act of 1995 and other related laws provide a "safe
harbor" for forward-looking statements. Our Form 10-K for the year ended
December 31, 2002, our Annual Report to Stockholders, any Form 10-Q or Form
8-K of ours, or any other oral or written statements made by us or on our
behalf, may include forward-looking statements which reflect our current
views with respect to future events and financial performance. These
forward-looking statements are identified, including without limitation, by
their use of such terms and phrases as "intends," "intend," "intended,"
"goal," "estimate," "estimates," "expects," "expect," "expected,"
"project," "projects," "projected," "projections," "plans," "anticipates,"
"anticipated," "should," "think," "thinks," "designed to," "foreseeable
future," "believe," "believes" and "scheduled" and similar expressions.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made. We do
not intend, and are not undertaking any duty or obligation, to update any
forward-looking statements to reflect developments or information obtained
after the date of this Exhibit 99.1.

          Our actual results may differ significantly from the results
discussed in forward-looking statements. Factors that might cause such a
difference include, but are not limited to, (a) the general political,
military, economic and competitive conditions in the United States and
other markets where we operate; (b) changes in capital availability or
costs, such as changes in interest rates, market perceptions of the
industry in which we operate, security ratings or general stock market
fluctuations; (c) employee workforce factors; (d) authoritative generally
accepted accounting principles or policy changes from such standard-setting
bodies as the Financial Accounting Standards Board and the Securities and
Exchange Commission; (e) the impact of corporate governance, accounting and
securities law reforms by the United States Congress, the Securities and
Exchange Commission and the New York Stock Exchange; (f) significant joint
ventures and acquisitions and the factors set forth below.

OUR SALES AND PROFITABILITY HAVE BEEN ADVERSELY AFFECTED BY A REDUCTION IN
SPENDING IN THE CABLE TELEVISION AND COMMUNICATIONS INDUSTRIES.

          Most of our revenues come from sales to the cable television
industry. Demand for our products depends primarily on capital spending by
cable television operators for maintaining, constructing, rebuilding or
upgrading their systems. Capital spending in the cable television and
communications industries is cyclical. The amount of this capital spending,
and, therefore, our sales and profitability, will be affected by a variety
of factors, including, without limitation:

          o    general economic conditions;

          o    availability and cost of capital;

          o    changes in ownership of cable television operators;

          o    cable system consolidation within the industry;

          o    the financial condition of domestic and international cable
               television operators and their access to financing;

          o    competition from satellite and wireless television providers
               and telephone companies;

          o    technological developments;

          o    new legislation and regulation of cable television
               operators; and

          o    government investigations into industry practices.

          During 2002 and the first half of 2003, cable television capital
spending decreased significantly and we expect ongoing volatility in the
near term. Our sales were negatively impacted by a significant slowdown in
spending by our international customers, substantially lower sales of fiber
optic cable and a major slowdown in spending by Adelphia Communications
Corporation, referred to herein as Adelphia, primarily as a result of its
Chapter 11 bankruptcy filing. We also experienced a significant slowdown in
spending by Charter Communications, Inc. in the second half of 2002 and the
first half of 2003. A shift away from rebuilding or upgrading activities
has negatively impacted our profit margins. We cannot assure you that cable
television capital spending will not continue to decrease in the future or
when, if at all, it will increase. In addition, if we are unable to
adequately manage our costs in response to reduced demand for our products,
there could be a material adverse effect on our profitability.

THE INABILITY OF OUR CUSTOMERS TO OBTAIN ADEQUATE FINANCING TO FUND THEIR
INFRASTRUCTURE PROJECTS COULD MATERIALLY ADVERSELY AFFECT US.

          Demand for our products depends primarily on cable system
operators, wireless service providers, alternate service providers, and
other customers and third parties continuing to construct, maintain,
rebuild, and upgrade their wired and wireless communication infrastructure.
The ongoing global economic downturn and market volatility has limited our
customers' ability to access the capital markets. The inability of our
customers to obtain adequate financing to fund their infrastructure
projects could have a material adverse effect on our business and financial
condition.

OUR CUSTOMERS ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATION THAT COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

          In recent years, cable television capital spending has been
affected by new legislation and regulation, on the federal, state and local
level. Many aspects of government regulation are currently the subject of
judicial proceedings and administrative or legislative proposals. The
Federal Communications Commission is continuing its implementation of the
Telecommunications Act of 1996, referred to herein as the "Telecom Act"
which, when fully implemented, may significantly impact the communications
industry and alter federal, state and local laws and regulations regarding
the provision of cable, internet and telephony services. The Telecom Act
eliminates substantially all restrictions on the entry of telephone
companies and certain public utilities into the cable television business.
Telephone companies may now enter the cable television business as
traditional cable operators, as common carrier conduits for programming
supplied by others, as operators of wireless distribution systems, or as
hybrid common carrier/cable operator providers of programming on so-called
"open video systems." The economic impact of the Telecom Act, ongoing
litigation in this regard, other recent federal legislation, and the rules
implementing these laws on the cable television industry and our business
is still uncertain.

THE LOSS OF ONE OR MORE OF OUR PRINCIPAL CUSTOMERS COULD MATERIALLY
ADVERSELY AFFECT US.

          Although the domestic cable television industry is comprised of
thousands of cable systems, a small number of cable television operators
own a majority of cable television systems and account for a majority of
the capital expenditures made by cable television operators. Although we
sell to a wide variety of customers dispersed across many different
geographic areas, sales to the five largest domestic broadband service
providers represented approximately 48% of our net sales during 2002 and
42% in the six months ended June 30, 2003. In addition, our products are
sold and used in a wide variety of applications. Our products primarily are
sold directly to cable system operators, telecommunications companies,
original equipment manufacturers and indirectly through distributors.
Accordingly, the loss of one or more of our principal customers could have
a material adverse effect on our business and financial condition.

CONSOLIDATION AMONG OUR MAJOR CUSTOMERS COULD MATERIALLY ADVERSELY AFFECT
OUR BUSINESS.

          The telecommunications industry has experienced the consolidation
of many industry participants and this trend is expected to continue. We
and one or more of our competitors may each supply product to businesses
that have merged or will merge in the future. Consolidations could result
in delays in purchasing decisions by the merged businesses, and we could
play either a greater or lesser role in supplying products to the merged
entity. These purchasing decisions of the merged companies could have a
material adverse effect on our business. In November 2002, AT&T Broadband,
the largest domestic multiple system operator and one of our significant
customers, merged with Comcast Corporation to form a new company named
Comcast Corporation, referred to herein as Comcast, creating a significant
concentration of credit risk in the new merged entity. For the six months
ended June 30, 2003, Comcast represented approximately 20% of our net
sales. We cannot determine whether the AT&T Broadband-Comcast merger, or
subsequent potential regional clustering of cable systems and subscriber
trades, will delay expected cable spending or negatively impact our sales
volumes or profits.

THE FINANCIAL CONDITION OF SOME OF OUR MAJOR CUSTOMERS HAS WORSENED, WHICH
HAS RESULTED IN WRITE-OFFS AND INCREASED OUR CREDIT RISK.

          One of our significant customers, Adelphia, filed for Chapter 11
debtor-in-possession reorganization on June 25, 2002. During 2002, we
wrote-off $21.4 million of Adelphia receivables. We have reached an
agreement with Adelphia on the terms under which we will continue to do
business with Adelphia during its Chapter 11 reorganization but we do not
expect a significant recovery of business with Adelphia in the near term.

          Other customers of ours are or may become subject to government
investigation, file with the courts seeking protection under the applicable
bankruptcy or reorganization laws or experience financial difficulties.
Upon the financial failure of a customer, we may experience losses as a
result of our inability to collect, in a timely manner or at all, the
accounts receivable outstanding to such customer, as well as the loss of
such customer's ongoing business. If our customers fail to meet their
payment obligations to us, we could experience reduced cash flows and
losses in excess of amounts reserved.

          Accounts receivable from Comcast, comprised approximately 17% of
our net accounts receivable as of June 30, 2003. Accounts receivable from
another customer comprised approximately 11% of our net accounts receivable
as of June 30, 2003. An adverse change in the financial condition of a
significant customer or group of customers could result in increased credit
risk. If we are unable to collect the related accounts receivable, it could
have a materially adverse impact on our results of operations and financial
condition.

THOUGH OFS BRIGHTWAVE, LLC'S COST STRUCTURE HAS IMPROVED, WE EXPECT IT TO
CONTINUE TO INCUR LOSSES THAT COULD MATERIALLY ADVERSELY AFFECT OUR
RESULTS.

          OFS BrightWave, LLC, referred to herein as OFS BrightWave,
incurred substantial losses for the year ended December 31, 2002 and the
six months ended June 30, 2003 primarily due to the weak demand for optical
fiber and fiber optic cable and the impact of significant charges primarily
related to the write-off of goodwill and certain fixed assets,
restructuring and employee separation costs and other cost reduction
activities. Due primarily to the difficult market environment for certain
telecommunications products and challenging global economic conditions, we
expect ongoing pricing pressure and weak demand industry wide for fiber
optic cable products at least through 2003. Furukawa previously announced a
major global review of its optical fiber and fiber optic cable operations
that could result in additional restructuring, special charges, and
employee separation costs to OFS BrightWave that would increase the equity
method losses incurred by CommScope. While we believe that OFS BrightWave
has taken significant steps to reduce their cost structure, we believe that
OFS BrightWave will continue to incur losses in the near term. As a result,
we expect to recognize noncash equity method losses at least through 2003
from our investment in OFS BrightWave, which could materially adversely
affect our results of operations. At June 30, 2003 OFS BrightWave owed $30
million to us under a $30 million revolving note agreement. We are not
required to make any additional investments in the form of loans or capital
contributions to OFS BrightWave; however, our failure to do so could result
in the dilution of our ownership percentage.

OUR OWNERSHIP OF A MINORITY EQUITY INTEREST IN OFS BRIGHTWAVE EXPOSES US TO
RISKS OF LIMITED CONTROL AS WELL AS OTHER RISKS WHICH, AMONG OTHER THINGS,
MAY MATERIALLY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

          Our ownership of a minority equity interest in OFS BrightWave
exposes us to risks of limited control. We may not be able to influence
operational decisions, such as restructuring of business lines, that we do
not believe to be in the best interests of CommScope as part owner of OFS
BrightWave. Additional potential risks and uncertainties include, but are
not limited to, the ability of OFS BrightWave to successfully manage its
operations and related technologies effectively, the ability of OFS
BrightWave to maintain Lucent's customer base, the ability of OFS
BrightWave to recruit and retain qualified employees, pricing and
acceptance of OFS BrightWave's products, OFS BrightWave intellectual
property rights and telecommunications industry capital spending. The
inability of OFS BrightWave to operate successfully in the current
difficult global business environment may materially adversely affect our
results of operations. OFS BrightWave is party to manufacturing and supply
agreements with OFS Fitel, LLC, which is wholly owned indirectly by The
Furukawa Electric Co., Ltd., referred to herein as Furukawa. As a result of
Furukawa's controlling interest in both ventures, it has significant
influence over the structure and pricing of these agreements. Future
changes in these terms, over which we have limited influence, could have a
material impact on the profitability of OFS BrightWave and ultimately on
our results of operations. On October 9, 2002, in conjunction with
Furukawa's purchase of 7.7 million shares of our common stock, we and
Furukawa agreed to change from 2004 to 2006 the date when we could first
exercise our contractual right to sell our ownership interest in OFS
BrightWave to Furukawa for a cash payment equal to our original investment
in and advances to OFS BrightWave. The inability to exercise our
contractual right to sell to Furukawa, or to monetize, our ownership
interest in OFS BrightWave could negatively impact the value of our
investment in and advances to OFS BrightWave, which could materially
adversely affect our results of operations and financial condition.

THE RESTRICTIONS IMPOSED BY NEW SENIOR SECURED REVOLVING CREDIT FACILITY
COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS AND OUR FAILURE TO COMPLY
WITH THESE RESTRICTIONS COULD RESULT IN A DEFAULT.

          Our $100 million senior secured revolving credit facility
contains covenants that restrict our ability and our subsidiaries' ability
to:

          o    dispose of assets;

          o    incur additional indebtedness;

          o    incur liens on property or assets;

          o    repay other indebtedness;

          o    pay dividends;

          o    enter into certain investments or transactions;

          o    repurchase or redeem capital stock;

          o    engage in mergers or consolidations;

          o    engage in certain transactions with subsidiaries and
               affiliates and otherwise restrict corporate activities;

          o    guarantee the obligations of others; or

          o    make additional investments in or loans to OFS BrightWave.

          Our compliance with these covenants in the future may be affected
by events beyond our control. Our noncompliance with these covenants could
create a default under our new senior secured revolving credit facility.

          Moreover, this credit facility is secured by substantially all of
our domestic assets. Accordingly, in the event of a default by us under
this facility, the lenders would have a first priority secured claim on
these assets. This may limit our ability to obtain additional financing
from other sources in the future.

ALTHOUGH WE BELIEVE THAT OUR EXISTING GOODWILL AND OTHER INTANGIBLE ASSETS
ARE NOT CURRENTLY IMPAIRED, WE MAY INCUR IMPAIRMENT CHARGES RELATED TO
THESE ASSETS IN THE FUTURE.

          Effective January 1, 2002, we adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires the use of a nonamortization approach to
account for purchased goodwill and certain intangible assets with
indefinite lives and also requires at least an annual assessment for
impairment by applying a fair-value-based test. We do not currently have
any intangible assets, other than goodwill, with indefinite lives.

          We completed the process of performing the transitional goodwill
impairment test, as prescribed by SFAS No. 142, as of January 1, 2002. As a
result of the test performed, we believe that goodwill was not impaired as
of January 1, 2002.

          SFAS No.142 also requires that goodwill be tested for impairment
annually at the same time each year and on an interim basis when events or
circumstances change. We elected to perform our annual goodwill impairment
test as of August 31. We completed the annual goodwill impairment test as
of August 31, 2002 and believe that goodwill was not impaired as of this
date.

          Existing goodwill, which totaled $151 million as of December 31,
2002, arose from previous acquisitions accounted for under the purchase
method of accounting. If the current weakness in the telecommunications
industry is prolonged or further deteriorates, we cannot assure you that
future tests will not result in impairment of existing goodwill and that
potential future goodwill impairment will not materially adversely affect
our results of operations.

WE HAVE RECOGNIZED IMPAIRMENT CHARGES FOR FIXED ASSETS AND MAY NEED TO DO
SO AGAIN IN THE FUTURE.

          Effective January 1, 2002, we adopted SFAS No. 144, "Accounting
for Impairment or Disposal of Long-Lived Assets," which supersedes SFAS No.
121, "Accounting for the Impairment or Disposal of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," but retains many of its
fundamental provisions. Long-lived assets must be tested for impairment in
accordance with SFAS No. 144 whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. Due to the
difficult business environment in telecommunications and the continuing
decline in demand for our products, we recognized impairment charges of
$31.7 million during the three months ended June 30, 2003 primarily related
to our broadband cable manufacturing assets. We previously recognized
impairment charges of $25.1 million during the three months ended September
30, 2002 primarily related to fixed assets used in the manufacture of our
wireless, fiber optic cable and other telecom products. These impairment
charges represented approximately 14% and 10% of our total net property,
plant and equipment as of June 30, 2003 and September 30, 2002,
respectively. Utilization in our facilities is subject to change based on
customer demand. Although we have no current plans to significantly reduce
capacity in our facilities, we can give no assurances that we will not
continue to have excess manufacturing capacity over the long-term. If the
current weakness in the telecommunications industry is prolonged or further
deteriorates, we cannot assure you that future tests will not result in
additional impairment of long-lived assets and that potential future
impairment of long-lived assets will not materially adversely affect our
results of operations.

OUR FAILURE TO INTRODUCE NEW PRODUCTS SUCCESSFULLY, AND CHANGES IN
TECHNOLOGY, COULD MATERIALLY ADVERSELY AFFECT US.

          Many of our markets are characterized by advances in information
processing and communications capabilities which require increased
transmission speeds and greater capacity, or "bandwidth," for carrying
information. These advances require ongoing improvements in the
capabilities of wire and cable products. We believe that our future success
will depend in part upon our ability to enhance existing products and to
develop and manufacture new products that meet or anticipate these changes.
The failure to introduce successful new or enhanced products on a timely
and cost-competitive basis or the inability to continue to market existing
products on a cost-competitive basis could materially adversely affect our
business and financial condition.

          Fiber optic technology presents a potential substitute for the
products that comprise most of our sales. Fiber optic cables have
penetrated the cable television and local area network markets we serve in
high-bandwidth point-to-point and trunking applications. Fiber optic cables
have not significantly penetrated the local distribution and residential
application markets we serve because of the high relative cost of
electro-optic interfaces and the high cost of fiber termination and
connection. At the same time, advances in data transmission equipment and
copper cable technologies have increased the relative performance of
copper-based cables which are our principal products. However, a
significant decrease in the cost of fiber optic systems could make these
systems superior on a price/performance basis to copper systems. A
significant decrease in the cost of fiber optic systems would likely have a
materially adverse effect on our coaxial cable sales.

OUR INDUSTRY IS HIGHLY COMPETITIVE GLOBALLY AND RAPID TECHNOLOGICAL CHANGE
MAY LEAD TO FURTHER COMPETITION.

          Our coaxial, fiber optic and electronic cable products compete
with those of a substantial number of foreign and domestic companies, some
of which have greater resources, financial or otherwise, than we have. The
rapid technological changes occurring in the telecommunications industry
could lead to the entry of new competitors. Existing competitors' actions,
such as price reductions, use of internet auctions or introduction of new
innovative products, and new entrants may have a materially adverse impact
on our sales and profitability. We cannot assure you that we will continue
to compete successfully with our existing competitors or that we will be
able to compete successfully with new competitors.

          The global market for fiber optic cable products continues to be
affected by weak demand and significant pricing pressure, which has had an
impact on our sales and profitability. Ongoing weak demand and pricing
pressure for fiber optic cable products could have a materially adverse
impact on our sales and profitability.

OUR DEPENDENCE ON COMMODITIES SUBJECTS US TO PRICE FLUCTUATIONS WHICH COULD
MATERIALLY ADVERSELY AFFECT US.

          The principal raw materials we purchase are fabricated aluminum,
plastics and polymers, bimetals, optical fiber and copper. Our
profitability may be affected by changes in the market price of these
materials, most of which are linked to the commodity markets. Although we
have generally been able to pass on increases in the price of these
materials to our customers, we cannot assure you that we will be able to do
so in the future. Additionally, significant increases in the price of our
products due to increases in the cost of raw materials could have a
materially adverse effect on demand for our products.

THE LIMITATION OR INTERRUPTION OF SUPPLY AND THE INABILITY TO RECOVER
RISING COSTS OF PLASTICS AND POLYMERS COULD MATERIALLY ADVERSELY AFFECT OUR
BUSINESS.

          Plastics and polymers, which are used to insulate and protect
cables, accounted for roughly 25% of our raw material purchases for the six
months ended June 30, 2003. Certain polymers such as polyethylene are
derived from oil and natural gas and have been under significant pricing
pressure as a result of the political and economic instability in the
Middle East and South America. The limitation or interruption in supply of
these materials could have a material adverse effect on our operations and
financial condition. In addition, while we generally have been able to pass
along certain cost increases to customers, we cannot assure you that we
will be able to pass along increases in the cost of plastics and polymers.
Our inability to pass along cost increases to our customers could
materially adversely affect our results of operations.

DIFFICULTIES WITH OUR KEY SUPPLIERS COULD MATERIALLY ADVERSELY AFFECT US.

          A portion of our raw material purchases are bimetallic center
conductors for coaxial cables. During the six months ended June 30, 2003,
we produced some of our requirements internally and purchased the remaining
amount from Copperweld Corporation, referred to herein as Copperweld.
Purchases from Copperweld totaled less than 5% of our total raw material
purchases for that period. We are currently capable of internally producing
essentially all of our requirements for bimetallic center conductors.
Management believes that our internal production of these products will be
sufficient to meet nearly all of our requirements for the remainder of
2003. However, the loss of our ability to produce bimetallic center
conductors would likely require the purchase of bimetallic center
conductors from Copperweld or other sources, which are limited. Although
the parent of Copperweld has filed for Chapter 11 debtor-in-possession
reorganization, management does not believe this will affect our supply
arrangement with Copperweld. Copperweld's inability to supply, and/or our
failure to manufacture or adequately expand our internal production of
these products, could have a materially adverse effect on our business and
financial condition.

          In addition, we internally produce a significant portion of our
requirements for fine aluminum wire, which is available externally from
only a limited number of suppliers. Although this is a smaller raw material
purchase than bimetallic center conductors, our failure to manufacture or
adequately expand our internal production of fine aluminum wire, and/or our
inability to obtain these materials from other sources in adequate
quantities on acceptable terms, could have a materially adverse effect on
our business and financial condition.

          Additionally, fluorinated ethylene propylene (FEP) is the primary
raw material used throughout the industry for producing flame retarding
cables for local area network applications. There are few worldwide
producers of FEP and market supplies have been periodically limited over
the past several years. Availability of adequate supplies of FEP will be
critical to future local area network cable sales growth.

          Optical fiber is a primary material used for making fiber optic
cables. Optical fibers that are capable of transmitting light over a wide
spectrum (e.g., greater bandwidth) are becoming increasingly important to
the cable television and other local access telecommunication markets.
There are few worldwide suppliers of these premium optical fibers.
Availability of adequate supplies of premium optical fibers will be
critical to future fiber optic cable sales growth. We believe that our
equity investment in OFS BrightWave and our optical fiber supply
arrangement (which does not contain minimum volume requirements or specific
pricing) with an OFS BrightWave affiliate address concerns about the
continuing availability of these materials to us, although there can be no
assurance of this.

          At certain of our facilities, we are also a large consumer of
electricity, water, gas and other resources. Unforeseen increases in the
cost of these resources or interruptions or reductions in our current
supply of these resources could materially adversely affect our ability to
manufacture products in a cost-effective or timely manner.

CHANGES IN OUR KEY SUPPLIERS COULD MATERIALLY ADVERSELY AFFECT OUR ABILITY
TO MANUFACTURE PRODUCTS IN A COST-EFFECTIVE OR TIMELY MANNER.

          The current industry and economic downturn could cause our key
suppliers to experience financial difficulties including bankruptcy,
reorganization or insolvency or cause consolidation through mergers among
our key suppliers. Upon the financial failure or consolidation of a key
supplier, our business may be disrupted as we find alternative sources of
supply. Interruption of supplies from our key suppliers could disrupt
production or impact our ability to increase production and sales. Our
inability to quickly find alternative sources of supply on reasonable terms
or to successfully transition from one supplier to another could materially
adversely affect our ability to manufacture products in a cost-effective
and timely manner.

BECAUSE OF OUR VERTICAL INTEGRATION OF SUPPLY AND PRODUCTION OF SOME
PRODUCTS, A DISRUPTION OR FAILURE AT ONE OF OUR MANUFACTURING FACILITIES
COULD MATERIALLY ADVERSELY AFFECT OUR ABILITY TO MANUFACTURE PRODUCTS AT
OTHER MANUFACTURING FACILITIES IN A COST-EFFECTIVE AND TIMELY MANNER.

          We internally produce a significant portion of some of the
components used in our finished products, including bimetallic center
conductors and fine aluminum wire, at certain of our manufacturing
facilities. Disruption at these facilities due to failure of our
technology, fire, electrical outage, natural disaster, acts of terrorism or
some other catastrophic event could materially adversely affect our ability
to manufacture products at our other manufacturing facilities in a
cost-effective and timely manner.

IF OUR PRODUCTS OR COMPONENTS PURCHASED FROM OUR SUPPLIERS EXPERIENCE
PERFORMANCE ISSUES, OUR BUSINESS WILL SUFFER.

          Our business depends on our producing excellent products of
consistently high quality. To this end, our products, including components
and raw materials purchased from our suppliers, are rigorously tested for
quality both by us and our customers. Nevertheless, our products are highly
complex and our customers' testing procedures are limited to evaluating our
products under likely and foreseeable failure scenarios. For various
reasons (including, among others, the occurrence of performance problems
unforeseeable in testing), our products and components and raw materials
purchased from our suppliers may fail to perform as expected. Performance
issues could result from faulty design or problems in manufacturing. We
have experienced such performance issues in the past and remain exposed to
such performance issues. In some cases, recall of some or all affected
products, product redesigns or additional capital equipment may be required
to correct a defect. In addition, we warrant or indemnify certain products
over varying periods of time. Although historical warranty and indemnity
claims have not been significant, we cannot assure you that future claims
will not have a materially adverse affect on our results of operations. Any
significant or systemic product failure could also result in lost future
sales of the affected product and other products, as well as result in
customer relations problems.

OUR BUSINESS IS SUBJECT TO THE ECONOMIC UNCERTAINTIES AND POLITICAL RISKS
OF MAKING AND SELLING OUR PRODUCTS IN FOREIGN COUNTRIES.

          We believe that growth in international markets, including the
developing markets in Asia, the Middle East and Latin America, and the
expected privatization of the telecommunications structure in many European
countries, represents significant future opportunities for us. However, we
cannot predict with certainty the outlook for international sales in the
short-term due to political and economic uncertainties.

          We have increased our international manufacturing capabilities.
Our international operations are subject to the risks inherent in operating
abroad, including risks with respect to currency exchange rates, economic
and political destabilization, restrictive actions by foreign governments,
nationalizations, the laws and policies of the United States affecting
trade, foreign investment and loans, foreign tax laws, compliance with
local laws and regulations, armed conflict, war, terrorism and major health
concerns (such as SARS).

POTENTIAL ENVIRONMENTAL LIABILITIES MAY ARISE IN THE FUTURE AND MATERIALLY
ADVERSELY IMPACT OUR FINANCIAL POSITION.

          We are subject to various federal, state, local and foreign laws
and regulations governing the use, discharge and disposal of hazardous
materials. We believe that our manufacturing facilities are in substantial
compliance with current laws and regulations. Compliance with current laws
and regulations has not had and is not expected to have a material adverse
effect on our financial condition.

          Our present and past facilities have been in operation for many
years, and over that time in the course of those operations, these
facilities have used substances which are or might be considered hazardous,
and we have generated and disposed of wastes which are or might be
considered hazardous. Therefore, it is possible that environmental issues
may arise in the future which we cannot now predict.

ALTHOUGH WE BELIEVE CASH FROM OPERATIONS AND AVAILABILITY UNDER OUR SENIOR
SECURED REVOLVING CREDIT FACILITY PROVIDE ADEQUATE RESOURCES TO FUND
ONGOING OPERATING REQUIREMENTS, WE MAY BE LIMITED IN OUR ABILITY TO OBTAIN
ADDITIONAL CAPITAL ON COMMERCIALLY REASONABLE TERMS.

          Although we believe cash from operations and availability under
our senior secured revolving credit facility provide adequate resources to
fund ongoing operating requirements, we may need to seek additional
financing to compete effectively. Our public debt ratings affect our
ability to raise capital and the cost of that capital. Downgrades of our
debt ratings may increase our borrowing costs and affect our ability to
access the equity capital markets on terms and in amounts that would be
satisfactory to us.

WE MAY EXPERIENCE DIFFICULTIES IN OBTAINING OR PROTECTING INTELLECTUAL
PROPERTY.

          We may encounter difficulties, costs or risks in protecting our
intellectual property rights or obtaining rights to additional intellectual
property to permit us to continue or expand our business. Other companies,
including some of our largest competitors, hold intellectual property
rights in our industry and the intellectual property rights of others could
inhibit our ability to introduce new products in our field of operations
unless we secure licenses on commercially reasonable terms, as such is
needed.

OUR INDEBTEDNESS COULD RESTRICT OUR OPERATIONS, MAKE US MORE VULNERABLE TO
ADVERSE ECONOMIC CONDITIONS AND MAKE IT MORE DIFFICULT FOR US TO MAKE
PAYMENTS ON OUR EXISTING DEBT.

          Our current and future indebtedness could have important
consequences to you. For example, it could:

          o    impair our ability to obtain additional financing in the
               future;

          o    reduce funds available to us for other purposes, including
               working capital, capital expenditures, research and
               development, strategic acquisitions and other general
               corporate purposes;

          o    restrict our ability to introduce new products or exploit
               business opportunities;

          o    increase our vulnerability to economic downturns and
               competitive pressures in the industry we operate in;

          o    increase our vulnerability to interest rate increases to the
               extent variable-rate debt is not effectively hedged;

          o    limit, along with the financial and other restrictive
               covenants in our indebtedness, our ability to dispose of
               assets or borrow additional funds;

          o    make it more difficult for us to satisfy our obligations
               with respect to our existing debt; and

          o    place us at a competitive disadvantage.

A SIGNIFICANT UNINSURED LOSS OR A LOSS IN EXCESS OF OUR INSURANCE COVERAGE
COULD MATERIALLY ADVERSELY AFFECT OUR FINANCIAL CONDITION.

          We maintain insurance covering normal business operations,
including fire, property and casualty protection that we believe is
adequate. We do not generally carry insurance covering wars, acts of
terrorism, earthquakes or other similar catastrophic events. Because
insurance has generally become more expensive, we may not be able to obtain
adequate insurance coverage on financially reasonable terms. A significant
uninsured loss or a loss in excess of our insurance coverage could
materially adversely affect our financial condition.

WE HAVE REDUCED THE SIZE OF OUR WORKFORCE AND MAY NEED TO DO SO AGAIN IN
THE FUTURE.

          Primarily in response to our current level of business and
outlook for future business, we have been reducing the size of our
workforce. During the third quarter of 2002, we reduced our workforce by
approximately 200 employees and incurred pretax charges for employee
termination benefits of $1.3 million in connection with this reduction.
Since the beginning of 2001, our number of employees has declined from
approximately 4,000 to approximately 2,600 as of June 30, 2003. If we
reduce our expectations for future business we may further reduce our
workforce and incur restructuring costs or impairment charges if we adopt a
restructuring plan in response to changing business conditions.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE MATERIALLY ADVERSELY AFFECTED
BY MARKET VOLATILITY.

          The market price of our common stock has been, and is expected to
continue to be, highly volatile, both because of actual and perceived
changes in our financial results and prospects and because of general
volatility in the stock market. The factors that could cause fluctuations
in our stock price may include, among other factors discussed in this
section, the following:

          o    actual or anticipated variations in sales or quarterly
               operating results;

          o    changes in financial estimates by research analysts;

          o    actual or anticipated changes in the United States economy;

          o    armed conflict, war or terrorism;

          o    a prolonged downturn in the telecommunications industry;

          o    changes in the market valuations of other cable
               manufacturers;

          o    announcements by us or our competitors of significant
               acquisitions, strategic partnerships, divestitures, joint
               ventures or other strategic initiatives; and

          o    actual or anticipated sales of common stock by existing
               stockholders, whether in the market or in subsequent public
               offerings.