##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                    
to

Commission file number 001-12929





CommScope, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-4135495                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

1100 CommScope Place, SE

Hickory, North Carolina

(Address of principal executive offices)

28602

(Zip Code)

(828) 324-2200

(Registrants telephone number, including area code)





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  x    No   ̈

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                 |  |                           |  |  
|----------------------- |  | ----------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  | x                                               |  | Accelerated filer         |  |  ̈
|                        |  |                                                 | 
|Non-accelerated filer   |  |  ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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

As of April 23, 2010 there were 94,452,729 shares of Common Stock outstanding.









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##### Table of Contents

CommScope, Inc.

Form 10-Q

March 31, 2010

Table of Contents



|                                                                                              |  |   
|--------------------------------------------------------------------------------------------- |  | --
|Part I  Financial Information (Unaudited):                                                   |  |   
|                                                                                              | 
|Item 1. Condensed Consolidated Financial Statements:                                          |  |   
|                                                                                              | 
|Condensed Consolidated Statements of Operations                                               |  | 2 
|                                                                                              | 
|Condensed Consolidated Balance Sheets                                                         |  | 3 
|                                                                                              | 
|Condensed Consolidated Statements of Cash Flows                                               |  | 4 
|                                                                                              | 
|Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income
(Loss)     |  | 5 
|                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                          |  | 6 
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 19
|                                                                                              | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 26
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 26
|                                                                                              | 
|Part II  Other Information:                                                                  |  |   
|                                                                                              | 
|Item 1. Legal Proceedings                                                                     |  | 27
|                                                                                              | 
|Item 6. Exhibits                                                                              |  | 27
|                                                                                              | 
|Signatures                                                                                    |  | 28



1



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##### Table of Contents

CommScope, Inc.

Condensed Consolidated Statements of Operations

(Unaudited  In thousands, except per share amounts)



|                                            |  |                             |         |   |      |   |         |  
|------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                            |  | Three Months EndedMarch
31, |        
|                                            |  | 2010                        |         |   | 2009 |  
|                                            |  |                            
|Net sales                                   |  | $                           | 721,606 |   |      | $ | 742,251 |  
|                                            |  |                             |         |   |      |   |         |  
|                                            |  |                            
|Operating costs and expenses:               |  |                             |         |   |      |   |         |  
|Cost of sales                               |  |                             | 516,765 |   |      |   | 573,526 |  
|Selling, general and administrative         |  |                             | 112,585 |   |      |   | 101,205 |  
|Research and development                    |  |                             | 29,808  |   |      |   | 28,962  |  
|Amortization of purchased intangible assets |  |                             | 20,764  |   |      |   | 20,824  |  
|Restructuring costs                         |  |                             | 47,852  |   |      |   | 8,703   |  
|                                            |  |                             |         |   |      |   |         |  
|Total operating costs and expenses          |  |                             | 727,774 |   |      |   | 733,220 |  
|                                            |  |                             |         |   |      |   |         |  
|                                            |  |                            
|Operating (loss) income                     |  |                             | (6,168  | ) |      |   | 9,031   |  
|Other income (expense), net                 |  |                             | 1,252   |   |      |   | (10,030 | )
|Interest expense                            |  |                             | (24,530 | ) |      |   | (30,627 | )
|Interest income                             |  |                             | 1,477   |   |      |   | 1,479   |  
|                                            |  |                             |         |   |      |   |         |  
|                                            |  |                            
|Loss before income taxes                    |  |                             | (27,969 | ) |      |   | (30,147 | )
|Income tax benefit                          |  |                             | 5,853   |   |      |   | 9,625   |  
|                                            |  |                             |         |   |      |   |         |  
|Net loss                                    |  | $                           | (22,116 | ) |      | $ | (20,522 | )
|                                            |  |                             |         |   |      |   |         |  
|                                            |  |                            
|Loss per share:                             |  |                             |         |   |      |   |         |  
|Basic                                       |  | $                           | (0.23   | ) |      | $ | (0.29   | )
|Diluted                                     |  | $                           | (0.23   | ) |      | $ | (0.29   | )
|                                            |  |                            
|Weighted average shares outstanding:        |  |                             |         |   |      |   |         |  
|Basic                                       |  |                             | 94,295  |   |      |   | 71,800  |  
|Diluted                                     |  |                             | 94,295  |   |      |   | 71,800  |  

See notes to unaudited
condensed consolidated financial statements.



2



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##### Table of Contents

CommScope, Inc.

Condensed Consolidated Balance Sheets

(Unaudited  In thousands, except share amounts)



|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                              |  | March 
31,2010 |           |   | December 31,2009 |  
|                                                                                                                                                              | 
|Assets                                                                                                                                                        |  |                |           |   |                  |   |           |  
|                                                                                                                                                              |  |               
|Cash and cash equivalents                                                                                                                                     |  | $              | 561,604   |   |                  | $ | 662,440   |  
|Short-term investments                                                                                                                                        |  |                | 60,294    |   |                  |   | 40,465    |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total cash, cash equivalents and short-term investments                                                                                                       |  |                | 621,898   |   |                  |   | 702,905   |  
|                                                                                                                                                              |  |               
|Accounts receivable, less allowance for doubtful accounts of $17,239 and $16,572, respectively                                                                |  |                | 608,686   |   |                  |   | 598,959   |  
|Inventories, net                                                                                                                                              |  |                | 340,910   |   |                  |   | 314,047   |  
|Prepaid expenses and other current assets                                                                                                                     |  |                | 53,830    |   |                  |   | 61,435    |  
|Deferred income taxes                                                                                                                                         |  |                | 80,830    |   |                  |   | 67,610    |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total current assets                                                                                                                                          |  |                | 1,706,154 |   |                  |   | 1,744,956 |  
|                                                                                                                                                              |  |               
|Property, plant and equipment, net                                                                                                                            |  |                | 381,668   |   |                  |   | 412,388   |  
|Goodwill                                                                                                                                                      |  |                | 995,023   |   |                  |   | 995,037   |  
|Other intangibles, net                                                                                                                                        |  |                | 696,996   |   |                  |   | 721,390   |  
|Other noncurrent assets                                                                                                                                       |  |                | 68,249    |   |                  |   | 67,545    |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total Assets                                                                                                                                                  |  | $              | 3,848,090 |   |                  | $ | 3,941,316 |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Liabilities and Stockholders Equity                                                                                                                          |  |                |           |   |                  |   |           |  
|Accounts payable                                                                                                                                              |  | $              | 236,219   |   |                  | $ | 200,869   |  
|Other accrued liabilities                                                                                                                                     |  |                | 287,932   |   |                  |   | 247,447   |  
|Current portion of long-term debt                                                                                                                             |  |                | 11,874    |   |                  |   | 140,810   |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total current liabilities                                                                                                                                     |  |                | 536,025   |   |                  |   | 589,126   |  
|                                                                                                                                                              |  |               
|Long-term debt                                                                                                                                                |  |                | 1,396,036 |   |                  |   | 1,403,668 |  
|Deferred income taxes                                                                                                                                         |  |                | 123,081   |   |                  |   | 143,132   |  
|Pension and other postretirement benefit liabilities                                                                                                          |  |                | 152,086   |   |                  |   | 134,770   |  
|Other noncurrent liabilities                                                                                                                                  |  |                | 119,619   |   |                  |   | 121,637   |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total Liabilities                                                                                                                                             |  |                | 2,326,847 |   |                  |   | 2,392,333 |  
|                                                                                                                                                              |  |               
|Commitments and contingencies                                                                                                                                 |  |                |           |   |                  |   |           |  
|                                                                                                                                                              |  |               
|Stockholders Equity:                                                                                                                                         |  |                |           |   |                  |   |           |  
|Preferred stock, $.01 par value; Authorized shares: 20,000,000; Issued and outstanding shares: None at March 31, 2010 or
December 31, 2009                    |  |                |          |   |                  |   |          |  
|Common stock, $.01 par value; Authorized shares: 300,000,000; Issued and outstanding shares: 94,393,464 at March 31, 2010
and 94,217,797 at December 31, 2009 |  |                | 1,047     |   |                  |   | 1,046     |  
|Additional paid-in capital                                                                                                                                    |  |                | 1,370,371 |   |                  |   | 1,361,156 |  
|Retained earnings                                                                                                                                             |  |                | 372,768   |   |                  |   | 394,884   |  
|Accumulated other comprehensive income (loss)                                                                                                                 |  |                | (73,214   | ) |                  |   | (58,434   | )
|Treasury stock, at cost: 10,350,516 shares at March 31, 2010 and 10,348,195 shares at December 31, 2009                                                       |  |                | (149,729  | ) |                  |   | (149,669  | )
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total Stockholders Equity                                                                                                                                    |  |                | 1,521,243 |   |                  |   | 1,548,983 |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  
|Total Liabilities and Stockholders Equity                                                                                                                    |  | $              | 3,848,090 |   |                  | $ | 3,941,316 |  
|                                                                                                                                                              |  |                |           |   |                  |   |           |  

See notes to unaudited condensed consolidated financial statements.



3



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##### Table of Contents

CommScope, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited  In thousands)



|                                                                                  |  |                             |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Three Months EndedMarch 31, |         
|                                                                                  |  | 2010                        |          |   | 2009 |  
|                                                                                  |  |                            
|Operating Activities:                                                             |  |                             |          |   |      |   |          |  
|Net loss                                                                          |  | $                           | (22,116  | ) |      | $ | (20,522  | )
|Adjustments to reconcile net loss to net cash provided by operating activities:   |  |                             |          |   |      |   |          |  
|Depreciation and amortization                                                     |  |                             | 48,205   |   |      |   | 50,003   |  
|Equity-based compensation                                                         |  |                             | 8,917    |   |      |   | 3,547    |  
|Deferred income taxes                                                             |  |                             | (27,840  | ) |      |   | (19,944  | )
|Non-cash restructuring charges                                                    |  |                             | 15,274   |   |      |   |         |  
|Loss on conversion of debt securities                                             |  |                             |         |   |      |   | 8,649    |  
|Changes in assets and liabilities:                                                |  |                             |          |   |      |   |          |  
|Accounts receivable                                                               |  |                             | (14,835  | ) |      |   | 54,130   |  
|Inventories                                                                       |  |                             | (28,607  | ) |      |   | 73,583   |  
|Prepaid expenses and other assets                                                 |  |                             | 5,482    |   |      |   | (5,766   | )
|Accounts payable and other liabilities                                            |  |                             | 80,606   |   |      |   | (59,904  | )
|Other                                                                             |  |                             | (1,745   | ) |      |   | 1,588    |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                             | 63,341   |   |      |   | 85,364   |  
|                                                                                  |  |                            
|Investing Activities:                                                             |  |                             |          |   |      |   |          |  
|Additions to property, plant and equipment                                        |  |                             | (8,752   | ) |      |   | (13,825  | )
|Proceeds from disposal of property, plant and equipment                           |  |                             | 6,619    |   |      |   | 371      |  
|Net purchases of short-term investments                                           |  |                             | (19,829  | ) |      |   |         |  
|Cash paid for acquisitions                                                        |  |                             |         |   |      |   | (84      | )
|                                                                                  |  |                             |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                             | (21,962  | ) |      |   | (13,538  | )
|                                                                                  |  |                            
|Financing Activities:                                                             |  |                             |          |   |      |   |          |  
|Principal payments on long-term debt                                              |  |                             | (136,158 | ) |      |   | (356,736 | )
|Proceeds from the issuance of long-term debt                                      |  |                             |         |   |      |   | 100,000  |  
|Net borrowings under revolving credit facility                                    |  |                             |         |   |      |   | 75,000   |  
|Long-term debt financing costs                                                    |  |                             |         |   |      |   | (2,160   | )
|Proceeds from the issuance of common shares under equity-based compensation plans |  |                             | 282      |   |      |   | 17       |  
|Excess tax benefits from equity-based compensation                                |  |                             | 50       |   |      |   |         |  
|Common shares repurchased under equity-based compensation plans                   |  |                             | (60      | ) |      |   |         |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Net cash used in financing activities                                             |  |                             | (135,886 | ) |      |   | (183,879 | )
|                                                                                  |  |                            
|Effect of exchange rate changes on cash                                           |  |                             | (6,329   | ) |      |   | (9,305   | )
|                                                                                  |  |                             |          |   |      |   |          |  
|                                                                                  |  |                            
|Change in cash and cash equivalents                                               |  |                             | (100,836 | ) |      |   | (121,358 | )
|Cash and cash equivalents, beginning of period                                    |  |                             | 662,440  |   |      |   | 412,111  |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Cash and cash equivalents, end of period                                          |  | $                           | 561,604  |   |      | $ | 290,753  |  
|                                                                                  |  |                             |          |   |      |   |          |  

See notes to unaudited condensed consolidated financial statements.



4



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##### Table of Contents

CommScope, Inc.

Condensed Consolidated Statements of Stockholders Equity

and Comprehensive Income (Loss)

(Unaudited  In thousands, except share amounts)



|                                                                              |  |                             |            |   |      |   |            |  
|----------------------------------------------------------------------------- |  | --------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                              |  | Three Months EndedMarch 31, |           
|                                                                              |  | 2010                        |            |   | 2009 |  
|Number of common shares outstanding:                                          |  |                             |            |   |      |   |            |  
|Balance at beginning of period                                                |  |                             | 94,217,797 |   |      |   | 70,798,864 |  
|Issuance of shares under equity-based compensation plans                      |  |                             | 26,301     |   |      |   | 92,634     |  
|Shares repurchased under equity-based compensation plans                      |  |                             | (2,321     | ) |      |   |           |  
|Issuance of shares to employee benefit plan                                   |  |                             | 151,687    |   |      |   |           |  
|Issuance of shares for conversion of convertible debentures                   |  |                             |           |   |      |   | 1,714,092  |  
|                                                                              |  |                             |            |   |      |   |            |  
|Balance at end of period                                                      |  |                             | 94,393,464 |   |      |   | 72,605,590 |  
|                                                                              |  |                             |            |   |      |   |            |  
|Common stock:                                                                 |  |                             |            |   |      |   |            |  
|Balance at beginning of period                                                |  | $                           | 1,046      |   |      | $ | 811        |  
|Issuance of shares to employee benefit plan                                   |  |                             | 1          |   |      |   |           |  
|Issuance of shares for conversion of convertible debentures                   |  |                             |           |   |      |   | 17         |  
|                                                                              |  |                             |            |   |      |   |            |  
|Balance at end of period                                                      |  | $                           | 1,047      |   |      | $ | 828        |  
|                                                                              |  |                             |            |   |      |   |            |  
|Additional paid-in capital:                                                   |  |                             |            |   |      |   |            |  
|Balance at beginning of period                                                |  | $                           | 1,361,156  |   |      | $ | 969,976    |  
|Equity-based compensation                                                     |  |                             | 5,012      |   |      |   | 4,226      |  
|Issuance of shares to employee benefit plan                                   |  |                             | 4,186      |   |      |   |           |  
|Tax benefit from shares issued under equity-based compensation plans          |  |                             | 17         |   |      |   |           |  
|Issuance of shares for conversion of convertible debentures                   |  |                             |           |   |      |   | 32,607     |  
|                                                                              |  |                             |            |   |      |   |            |  
|Balance at end of period                                                      |  | $                           | 1,370,371  |   |      | $ | 1,006,809  |  
|                                                                              |  |                             |            |   |      |   |            |  
|Retained earnings:                                                            |  |                             |            |   |      |   |            |  
|Balance at beginning of period                                                |  | $                           | 394,884    |   |      | $ | 317,085    |  
|Net loss                                                                      |  |                             | (22,116    | ) |      |   | (20,522    | )
|                                                                              |  |                             |            |   |      |   |            |  
|Balance at end of period                                                      |  | $                           | 372,768    |   |      | $ | 296,563    |  
|                                                                              |  |                             |            |   |      |   |            |  
|Accumulated other comprehensive income (loss):                                |  |                             |            |   |      |   |            |  
|Balance at beginning of period                                                |  | $                           | (58,434    | ) |      | $ | (132,411   | )
|Other comprehensive income (loss), net of tax                                 |  |                             | (14,780    | ) |      |   | (18,838    | )
|                                                                              |  |                             |            |   |      |   |            |  
|Balance at end of period                                                      |  | $                           | (73,214    | ) |      | $ | (151,249   | )
|                                                                              |  |                             |            |   |      |   |            |  
|Treasury stock, at cost:                                                      |  |                             |            |   |      |   |            |  
|Balance at beginning of period                                                |  | $                           | (149,669   | ) |      | $ | (147,103   | )
|Net shares (repurchased) issued under equity-based compensation plans         |  |                             | (60        | ) |      |   | 416        |  
|                                                                              |  |                             |            |   |      |   |            |  
|Balance at end of period                                                      |  | $                           | (149,729   | ) |      | $ | (146,687   | )
|                                                                              |  |                             |            |   |      |   |            |  
|Total stockholders equity                                                    |  | $                           | 1,521,243  |   |      | $ | 1,006,264  |  
|                                                                              |  |                             |            |   |      |   |            |  
|                                                                              | 
|                                                                              |  | Three Months EndedMarch 31, |           
|                                                                              |  | 2010                        |            |   | 2009 |  
|Comprehensive income (loss):                                                  |  |                             |            |   |      |   |            |  
|Net loss                                                                      |  | $                           | (22,116    | ) |      | $ | (20,522    | )
|Other comprehensive income (loss), net of tax:                                |  |                             |            |   |      |   |            |  
|Foreign currency loss                                                         |  |                             | (9,982     | ) |      |   | (22,061    | )
|Gain on derivative financial instruments                                      |  |                             | 2,708      |   |      |   | 3,672      |  
|Amortization of unrecognized pension and other postretirement benefit amounts |  |                             | (385       | ) |      |   | 113        |  
|Pension and other postretirement benefit activity                             |  |                             | (7,121     | ) |      |   |           |  
|Loss on available-for-sale investments                                        |  |                             |           |   |      |   | (562       | )
|                                                                              |  |                             |            |   |      |   |            |  
|Total other comprehensive income (loss), net of tax                           |  |                             | (14,780    | ) |      |   | (18,838    | )
|                                                                              |  |                             |            |   |      |   |            |  
|Total comprehensive income (loss)                                             |  | $                           | (36,896    | ) |      | $ | (39,360    | )
|                                                                              |  |                             |            |   |      |   |            |  

See notes to unaudited condensed consolidated financial statements.



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited  In Thousands, Unless Otherwise Noted)

1. BACKGROUND AND BASIS OF PRESENTATION

Background

CommScope, Inc., along with its direct and indirect subsidiaries (CommScope or the Company), is a world leader in infrastructure
solutions for communication networks. Through its Andrew Solutions brand, the Company is a global leader in radio frequency subsystem solutions for wireless networks. Through its
SYSTIMAX® and
Uniprise® brands, CommScope is also a world leader in network infrastructure solutions, including cables and
connectivity, enclosures, intelligent software and network design services for business enterprise applications. CommScope is also the premier manufacturer of coaxial cable for broadband cable television networks and one of the leading North
American providers of environmentally secure cabinets for digital subscriber line (DSL), fiber-to-the-node and wireless applications.

Basis of Presentation

The condensed
consolidated balance sheet as of March 31, 2010 and the condensed consolidated statements of operations, cash flows, stockholders equity and comprehensive income (loss) for the three months ended March 31, 2010 and 2009 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 the interim period are not necessarily
indicative of the results of operations to be expected for the full year.

The unaudited interim condensed consolidated financial statements
of CommScope have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America have been condensed or omitted. The significant accounting policies followed by the Company are set forth in Note 2 to the consolidated financial statements within the
Companys Annual Report on Form 10-K for the year ended December 31, 2009 (the 2009 Form 10-K). There were no changes in the Companys significant accounting policies during the three months ended March 31, 2010, other
than changing the annual impairment test date for goodwill and other indefinite-lived intangible assets (discussed below) and the adoption of new accounting guidance regarding the consolidation of variable interest entities (Accounting Standards
Update 2009-17). The implementation of these changes did not have an impact on the Companys condensed consolidated financial statements. In addition, the Company reaffirms the use of estimates in the preparation of the financial statements as
set forth in the 2009 Form 10-K. These interim condensed consolidated financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto included in the 2009 Form 10-K.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Goodwill and Other Intangible Assets

Since the Company adopted the specific provisions of ASC 350, Intangibles  Goodwill and Other(formerly SFAS
No. 142, Goodwill and Other Intangible Assets), effective January 1, 2002, the annual goodwill and indefinite-lived intangible asset impairment tests of the January 1, 2002 goodwill and
indefinite-lived intangible asset balances has been performed as of August 31 of each year, while the goodwill related to the Andrew acquisition has been tested as of October 1. As a result of the significance of the Andrew acquisition on
December 27, 2007, and the impact of the acquisition to the recorded goodwill balance, management reassessed and, as of March 31, 2010, changed its annual impairment testing date from August 31 to October 1 for the entire
goodwill and indefinite-lived intangible asset balances. The Companys management believes this change in testing date is preferable to allow additional time to plan and execute its review of the completeness and accuracy of the impairment
testing process given the significant increase in goodwill as a result of the Andrew acquisition. The Company does not believe that this change in annual impairment testing dates will accelerate or delay an impairment charge or otherwise avoid an
impairment charge. The Company will apply the new annual impairment testing date prospectively following the August 31 annual impairment test.

In addition to the annual impairment test, goodwill and other intangible assets with indefinite lives are tested on an interim basis if events have
occurred or circumstances exist that indicate the carrying value of these intangible assets may no longer be recoverable.



6



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



Concentrations of Risk

Net sales to Anixter International Inc. and its affiliates (Anixter) accounted for approximately 18% of the Companys total net sales during the
three months ended March 31, 2010. Sales to Anixter primarily originate within the Enterprise segment. Other than Anixter, no customer accounted for 10% or more of the Companys total net sales for the three months ended March 31,
2010. No customer accounted for 10% or more of the Companys total net sales for the three months ended March 31, 2009.

Accounts
receivable from Anixter and Alcatel-Lucent represented approximately 15% and 11%, respectively, of net accounts receivable as of March 31, 2010. Other than Anixter and Alcatel-Lucent, no other customer accounted for 10% or more of the
Companys net accounts receivable as of March 31, 2010.

Product Warranties

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

The following table summarizes the activity in the product warranty accrual, included in other accrued liabilities, for the three months ended
March 31, 2010 and 2009.



|                                              |  |                             |        |   |      |   |        |  
|--------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                              |  | Three Months EndedMarch 31, |       
|                                              |  | 2010                        |        |   | 2009 |  
|Product warranty accrual, beginning of period |  | $                           | 27,625 |   |      | $ | 32,866 |  
|Provision for warranty claims                 |  |                             | 3,592  |   |      |   | 4,955  |  
|Warranty claims paid                          |  |                             | (2,585 | ) |      |   | (7,400 | )
|                                              |  |                             |        |   |      |   |        |  
|Product warranty accrual, end of period       |  | $                           | 28,632 |   |      | $ | 30,421 |  
|                                              |  |                             |        |   |      |   |        |  

Commitments and Contingencies

As a result of a 2007 jury verdict in favor of TruePosition, Inc. and subsequent post-trial proceedings, Andrew LLC (a wholly owned subsidiary of
CommScope) is subject to a civil judgment in the amount of $48.8 million (including accrued interest) for patent infringement. The Company has recorded a liability for this amount as of March 31, 2010. The trial court also granted a permanent
injunction against further infringing sales. CommScope disagrees with these determinations and continues to believe that the products at issue do not infringe TruePositions patent. CommScopes appeal is currently pending before the United
States Court of Appeals for the Federal Circuit. Subject to the outcome of this and possible additional legal actions that may be taken by the Company and/or TruePosition, the ultimate resolution of this litigation may be materially different than
the Companys current estimate, which does not include legal fees the Company may incur in further appeals or other proceedings.

In
March 2010, an arbitrator issued an interim decision regarding claims made by the Company against EMS Technologies, Inc. (EMS) related to warranty claims arising from a business Andrew had acquired from EMS. That decision awarded $11.4 million to
the Company, subject to various positive and negative adjustments that may be made by the arbitrator. The Company estimates that the final award will be between $8.0 million and $14.8 million. Pending final resolution, the Company has not recognized
any portion of the arbitrators award.

In addition to the TruePosition litigation described above, CommScope is either a plaintiff or a
defendant in pending legal matters in the normal course of business; however, management believes none of these legal matters, other than the TruePosition litigation, will have a material adverse effect on the Companys financial statements
upon final disposition. In addition, CommScope 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.



7



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



As of March 31, 2010, the Company had commitments of $41.6 million to purchase metals that are
expected to be consumed in normal production during 2010. In the aggregate, these commitments are at prices slightly below market prices as of March 31, 2010.

Earnings (Loss) Per Share

Basic and
diluted loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the applicable period. Below is a summary of the amounts used in the basic and diluted loss per share computations for the
three months ended March 31, 2010 and 2009:



|                                                     |  |                             |         |   |      |   |         |  
|---------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                     |  | Three Months EndedMarch 31, |        
|                                                     |  | 2010                        |         |   | 2009 |  
|Net loss for basic                                   |  | $                           | (22,116 | ) |      | $ | (20,522 | )
|Weighted average number of common shares outstanding |  |                             | 94,295  |   |      |   | 71,800  |  
|Basic and diluted loss per share                     |  | $                           | (0.23   | ) |      | $ | (0.29   | )

The calculation of diluted loss per share for
the three months ended March 31, 2010 excludes the dilutive effect of stock options (0.6 million shares), restricted stock units and performance share units (0.8 million shares), and convertible debt (10.5 million shares) because
they would have decreased the loss per share. The calculation of diluted loss per share for the three months ended March 31, 2009 excludes the dilutive effect of stock options (0.1 million shares), restricted stock units and performance
share units (0.4 million shares), and convertible debt (8.9 million shares) because they would have decreased the loss per share. Out-of-the-money options to purchase 1.4 million and 2.5 million shares were excluded from the
computation of diluted loss per share for the three months ended March 31, 2010 and 2009, respectively, because they would have been antidilutive.

Income taxes

The income tax benefit for
the three months ended March 31, 2010 is net of a $2.3 million charge related to changes to the tax deductibility of prescription drug benefits to certain retirees (Medicare Part D) made as part of the health care reform legislation enacted in
March 2010. The effective income tax rate of 20.9% for the three months ended March 31, 2010 also reflects the tax impact of earnings and losses in certain jurisdictions with no tax benefit recognized related to losses in certain other
jurisdictions. The Companys effective income tax rate for the three months ended March 31, 2009 was 31.9%, which reflected the benefits derived from significant operations outside the U.S. that are generally taxed at rates lower than
the U.S. statutory rate of 35%.

Accounting Standards Not Yet Adopted

In September 2009, the FASB ratified the final consensuses reached by the Emerging Issues Task Force regarding revenue arrangements with multiple
deliverables and software revenue recognition. The consensus reached on arrangements with multiple deliverables addresses how consideration should be allocated to different units of accounting and removes the previous criterion that entities must
use objective and reliable evidence of fair value in separately accounting for deliverables. The consensus reached on software revenue recognition excludes products containing both software and non-software components that function together to
deliver the products essential functionality from the scope of current revenue recognition guidance for software products. Although these consensuses are effective for the Company as of January 1, 2011, early adoption is permitted with
expanded disclosures and application of the adjustments to the beginning of the fiscal year of adoption. The Company is currently assessing the timing of adoption. The Company expects to adopt these consensuses on a prospective basis which would
impact the timing of revenue recognition for all agreements entered into or materially modified after January 1 of the year of adoption.



8



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



2. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Short-term Investments

As of
March 31, 2010 and December 31, 2009, the Companys short-term investments were held-to-maturity securities that mature within one year. See Note 5 for discussion of the fair value of these securities.

As of March 31, 2010, the Companys short-term investments were composed of the following:



|                           |  |               |        |                      |   |                       |  |   |           |   |  |   |       
|-------------------------- |  | ------------- | ------ | -------------------- | - | --------------------- |  | - | --------- | - |  | - | ------
|                           |  | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|Federal agency notes       |  | $             | 30,006 |                      | $ |                      |  | $ | (11       | ) |  | $ | 29,995
|Corporate debt obligations |  |               | 30,288 |                      |   |                      |  |   | (12       | ) |  |   | 30,276
|                           |  |               |        |                      |   |                       |  |   |           |   |  |   |       
|                           |  | $             | 60,294 |                      | $ |                      |  | $ | (23       | ) |  | $ | 60,271
|                           |  |               |        |                      |   |                       |  |   |           |   |  |   |       

As of December 31, 2009, the Companys short-term
investments were composed of the following:



|                           |  |               |        |                      |   |                       |  |   |           |   |  |   |       
|-------------------------- |  | ------------- | ------ | -------------------- | - | --------------------- |  | - | --------- | - |  | - | ------
|                           |  | AmortizedCost |        | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | FairValue
|Federal agency notes       |  | $             | 30,008 |                      | $ |                      |  | $ | (55       | ) |  | $ | 29,953
|Corporate debt obligations |  |               | 10,457 |                      |   |                      |  |   | (10       | ) |  |   | 10,447
|                           |  |               |        |                      |   |                       |  |   |           |   |  |   |       
|                           |  | $             | 40,465 |                      | $ |                      |  | $ | (65       | ) |  | $ | 40,400
|                           |  |               |        |                      |   |                       |  |   |           |   |  |   |       

Inventories



|                |  |                |         |                  |   |        
|--------------- |  | -------------- | ------- | ---------------- | - | -------
|                |  | March 
31,2010 |         | December 31,2009
|                | 
|                |  |               
|Raw materials   |  | $              | 92,451  |                  | $ | 85,443 
|Work in process |  |                | 94,480  |                  |   | 84,488 
|Finished goods  |  |                | 153,979 |                  |   | 144,116
|                |  |                |         |                  |   |        
|                |  | $              | 340,910 |                  | $ | 314,047
|                |  |                |         |                  |   |        

Other Current Accrued Liabilities



|                                              |  |               |         |                  |   |        
|--------------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                              |  | March 31,2010 |         | December 31,2009
|Compensation and employee benefit liabilities |  | $             | 62,470  |                  | $ | 48,734 
|Litigation reserve                            |  |               | 48,752  |                  |   | 48,558 
|Deferred revenue                              |  |               | 46,512  |                  |   | 36,538 
|Warranty reserve                              |  |               | 28,632  |                  |   | 27,625 
|Restructuring reserve                         |  |               | 35,443  |                  |   | 6,140  
|Other                                         |  |               | 66,123  |                  |   | 79,852 
|                                              |  |               |         |                  |   |        
|                                              |  | $             | 287,932 |                  | $ | 247,447
|                                              |  |               |         |                  |   |        



9



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



Cash Flow Information



|                                                             |  |                             |        |      |   |       
|------------------------------------------------------------ |  | --------------------------- | ------ | ---- | - | ------
|                                                             |  | Three Months EndedMarch 31,
|                                                             |  | 2010                        |        | 2009
|Cash paid during the period for:                             |  |                             |        |      |   |       
|Income taxes, net of refunds                                 |  | $                           | 14,305 |      | $ | 12,355
|Interest                                                     |  |                             | 24,296 |      |   | 26,130
|                                                             |  |                            
|Non-cash investing and financing activities:                 |  |                             |        |      |   |       
|Conversion of senior subordinated debentures to common stock |  | $                           |       |      | $ | 24,029
|Issuance of shares in lieu of cash for executive bonuses     |  |                             |       |      |   | 1,078 

3. FINANCING



|                                                          |  |               |           |   |                  |   |           |  
|--------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                          |  | March 31,2010 |           |   | December 31,2009 |  
|Seven-year senior secured term loan due December 2014     |  | $             | 752,968   |   |                  | $ | 838,295   |  
|Six-year senior secured term loan due December 2013       |  |               | 357,536   |   |                  |   | 406,815   |  
|3.25% senior subordinated convertible notes due July 2015 |  |               | 287,500   |   |                  |   | 287,500   |  
|Other                                                     |  |               | 9,906     |   |                  |   | 11,868    |  
|                                                          |  |               |           |   |                  |   |           |  
|                                                          |  |               | 1,407,910 |   |                  |   | 1,544,478 |  
|Less: Current portion                                     |  |               | (11,874   | ) |                  |   | (140,810  | )
|                                                          |  |               |           |   |                  |   |           |  
|                                                          |  | $             | 1,396,036 |   |                  | $ | 1,403,668 |  
|                                                          |  |               |           |   |                  |   |           |  

Senior Secured Credit Facilities

In March 2010, the Company made the annual excess cash flow payment for 2009 as required under its senior secured credit facilities (see Note 7 in the
Notes to Consolidated Financial Statements in the 2009 Form 10-K), reducing the seven-year senior secured term loan by $80.5 million and the six-year senior secured term loan by $47.1 million. In connection with the excess cash flow payment, the
Company wrote off $1.5 million in deferred financing fees, which are included in interest expense for the three months ended March 31, 2010. No portion of the senior secured term loans was reflected as a current portion of long-term debt as of
March 31, 2010 related to the excess cash flow payment that will be due in the first quarter of 2011. The amount that may be payable as an excess cash flow payment in 2011 cannot currently be reliably estimated.

During the three months ended March 31, 2010, the Company also made mandatory payments of $6.5 million on its senior secured term loans reflecting
the net proceeds from the sale of assets, in addition to a scheduled maturity of $0.5 million.

As of March 31, 2010, the Company had
remaining availability of approximately $365.5 million under the senior secured revolving credit facility.

As of March 31, 2010, the
minimum interest coverage ratio and the maximum consolidated leverage ratio permitted under the senior secured credit facilities were both 3.75 to 1.0. The Companys estimated interest coverage ratio and consolidated leverage ratio as of
March 31, 2010 were 5.29 to 1.0 and 2.78 to 1.0, respectively. Management believes the Company was in compliance with all of its covenants under the senior secured credit facilities as of March 31, 2010.

Other Matters

The weighted average
effective interest rate on outstanding borrowings under the above debt instruments, including the effect of the interest rate swap (see Note 4) and amortization of deferred financing fees, was 6.14% and 5.83% at March 31, 2010 and
December 31, 2009, respectively.

See Note 7 in the Notes to Consolidated Financial Statements in the 2009 Form 10-K for additional
information on the terms and conditions of the senior secured credit facilities and the 3.25% senior subordinated convertible notes.



10



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



4. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to a variety of risks related to its ongoing business operations. The primary risks that are addressed by using derivative
instruments are interest rate risk and foreign currency exchange rate risk. The Company holds an interest rate swap to manage the variability of forecasted interest payments attributable to changes in interest rates on a portion of the term loans
issued under the senior secured credit facilities. The interest rate swap agreement was designated as a cash flow hedge at inception and such designation was substantially effective at March 31, 2010 and is expected to continue to be effective
for the duration of the swap agreement, resulting in no material hedge ineffectiveness.

Prior to the agreements expiration in December
2009, the Company used a cross currency swap, which was designated as a fair value hedge, to hedge against fluctuations in the fair value of certain of the Companys euro-denominated assets.

The Company also uses derivative instruments such as forward contracts to reduce the risk of certain foreign currency exchange rate fluctuations. These
instruments are not held for speculative or trading purposes. These contracts are not designated as hedges for hedge accounting and are marked to market each period through earnings. The balance sheet location and fair value of each of the
Companys derivatives are as follows:



|                                                        |  |                                          |  |                                 |         |   |                   |   |         |  
|------------------------------------------------------- |  | ---------------------------------------- |  | ------------------------------- | ------- | - | ----------------- | - | ------- | -
|                                                        |  |                                          |  | Fair Value of Asset (Liability) |        
|                                                        |  | Balance Sheet Location                   |  | March 31, 2010                  |         |   | December 31, 2009 |  
|Derivative designated as hedging instrument:            |  |                                          |  |                                 |         |   |                   |   |         |  
|Interest rate swap                                      |  | Other noncurrent liabilities             |  | $                               | (38,723 | ) |                   | $ | (42,909 | )
|                                                        |  |                                          |  |                                 |         |   |                   |   |         |  
|Derivatives not designated as hedging instruments:      |  |                                          |  |                                 |         |   |                   |   |         |  
|Foreign currency contracts                              |  | Prepaid expenses andother current assets |  |                                 | 224     |   |                   |   | 133     |  
|Foreign currency contracts                              |  | Other accrued liabilities                |  |                                 | (23     | ) |                   |   | (248    | )
|                                                        |  |                                          |  |                                 |         |   |                   |   |         |  
|Total derivatives not designated as hedging instruments |  |                                          |  |                                 | 201     |   |                   |   | (115    | )
|                                                        |  |                                          |  |                                 |         |   |                   |   |         |  
|Total derivatives                                       |  |                                          |  | $                               | (38,522 | ) |                   | $ | (43,024 | )
|                                                        |  |                                          |  |                                 |         |   |                   |   |         |  

The pretax impact of the interest rate swap on the Condensed Consolidated Financial Statements for the three months ended
March 31, 2010 and 2009 is as follows:



|                                                 |  |                                               |        |   |                                                                                  |                  |                                                                           |   |        |                                                      |  |   |      |  
|------------------------------------------------ |  | --------------------------------------------- | ------ | - | -------------------------------------------------------------------------------- | ---------------- | ------------------------------------------------------------------------- | - | ------ | ---------------------------------------------------- |  | - | ---- | -
|Interest Rate Swap Designated as Cash Flow Hedge |  | Gain (Loss)Recognizedin
OCI(EffectivePortion) |        |   | Location of Gain(Loss) Recognizedin Net Loss(Effective andIneffective 
Portions) |                  | Gain (Loss)Reclassified fromAccumulated OCI toNet
Loss(Effective Portion) |   |        | Gain (Loss)Recognized inNet Loss(IneffectivePortion) | 
|Three months ended March 31, 2010                |  | $                                             | (5,347 | ) |                                                                                  | Interest expense |                                                                           | $ | (9,645 | )                                                    |  | $ | (112 | )
|Three months ended March 31, 2009                |  |                                               | (2,845 | ) |                                                                                  | Interest expense |                                                                           |   | (8,673 | )                                                    |  |   | 157  |  

Any gain (loss) on the cross currency
swap was offset by the (loss) gain on the euro-denominated assets hedged by the swap. The following table summarizes the pretax impact of the cross currency swap on the Condensed Consolidated Statement of Operations for the three months ended
March 31, 2009.



|                                                   |  |                             |  |                                 
|-------------------------------------------------- |  | --------------------------- |  | --------------------------------
|Cross Currency Swap Designated as Fair Value Hedge |  | Location of Gain (Loss)     |  | Gain (Loss)Recognized inNet Loss
|Three months ended March 31, 2009                  |  | Other income (expense), net |  | $445                            



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



The pretax impact of the foreign currency forward contracts not designated as hedging instruments on the
Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009 is as follows:



|                                                                         |  |                             |  |                                  |        |  
|------------------------------------------------------------------------ |  | --------------------------- |  | -------------------------------- | ------ | -
|Foreign Currency Forward Contracts Not Designated as Hedging Instruments |  | Location of Gain (Loss)     |  | Gain (Loss)Recognized inNet Loss |       
|Three months ended March 31, 2010                                        |  | Other income (expense), net |  | $                                | (79    | )
|Three months ended March 31, 2009                                        |  | Other income (expense), net |  |                                  | (3,553 | )

Activity in the accumulated net loss on
derivative instruments included in accumulated other comprehensive income (loss) consisted of the following:



|                                                                         |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                         |  | Three Months EndedMarch 31, |        
|                                                                         |  | 2010                        |         |   | 2009 |  
|Accumulated net loss on derivative instruments, beginning of period      |  | $                           | (32,699 | ) |      | $ | (50,137 | )
|Gain on interest rate swap designated as a cash flow hedge, net of taxes |  |                             | 2,708   |   |      |   | 3,672   |  
|                                                                         |  |                             |         |   |      |   |         |  
|Accumulated net loss on derivative instruments, end of period            |  | $                           | (29,991 | ) |      | $ | (46,465 | )
|                                                                         |  |                             |         |   |      |   |         |  

During the three months ended March 31, 2010 and 2009, the income tax expense related to the gain on the derivative
financial instruments reported within other comprehensive loss was $(1,590) and $(2,156), respectively.

5. FAIR VALUE MEASUREMENTS

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 Companys financial instruments consist primarily of cash and cash equivalents, short-term investments, trade receivables, trade payables, debt
instruments and an interest rate swap (see Note 4). For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of March 31, 2010 and December 31, 2009 were considered
representative of their fair values due to their short terms to maturity. The fair values of the Companys short-term investments and 3.25% senior subordinated convertible notes (see Note 3) were based on quoted market prices. The fair values
of the Companys senior secured term loans were based on indicative quotes. The fair value of the Companys interest rate swap agreement was based on the net present value of the difference between the expected future fixed rate interest
payments and variable rate interest payments.

The carrying amounts, estimated fair values and valuation input levels of the Companys
short-term investments, senior secured term loans, convertible debt and interest rate swap as of March 31, 2010 and December 31, 2009, are as follows:



|                                            |  |                 |         |                   |   |                 |  |            |         |                  |   |         |  |        
|------------------------------------------- |  | --------------- | ------- | ----------------- | - | --------------- |  | ---------- | ------- | ---------------- | - | ------- |  | -------
|                                            |  | March 31, 2010  |         | December 31, 2009 |   |                
|                                            |  | Carrying Amount |         | Fair Value        |   | Carrying Amount |  | Fair Value |         | Valuation Inputs
|Assets:                                     |  |                 |         |                   |   |                 |  |            |         |                  |   |         |  |        
|Short-term investments                      |  | $               | 60,294  |                   | $ | 60,271          |  | $          | 40,465  |                  | $ | 40,400  |  | Level 1
|Liabilities:                                |  |                 |         |                   |   |                 |  |            |         |                  |   |         |  |        
|Seven-year senior secured term loan         |  |                 | 752,968 |                   |   | 749,203         |  |            | 838,295 |                  |   | 820,481 |  | Level 2
|Six-year senior secured term loan           |  |                 | 357,536 |                   |   | 350,832         |  |            | 406,815 |                  |   | 394,611 |  | Level 2
|3.25% senior subordinated convertible notes |  |                 | 287,500 |                   |   | 349,485         |  |            | 287,500 |                  |   | 342,125 |  | Level 1
|Interest rate swap                          |  |                 | 38,723  |                   |   | 38,723          |  |            | 42,909  |                  |   | 42,909  |  | Level 2

As a result of restructuring
actions announced in the three months ended March 31, 2010, the Company determined that the carrying value of certain property in Omaha, Nebraska was no longer recoverable. The carrying value of this property was reduced to its
estimated fair value of $13.7 million, which was based upon a market approach that considered the selling prices of comparable properties (Level 3 valuation inputs).



12



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



The fair value estimates presented above are based on pertinent information available to management as
of March 31, 2010 and December 31, 2009. 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.

6. SEGMENTS

The Companys four reportable segments, which align with the manner in which the business is managed, are as follows: Antenna, Cable and
Cabinets Group (ACCG); Enterprise; Broadband; and Wireless Network Solutions (WNS).

The ACCG segment includes product offerings of primarily
passive transmission devices for the wireless infrastructure market including base station antennas, coaxial cable and connectors and microwave antennas as well as secure environmental enclosures for electronic devices and equipment used by wireline
and wireless providers.

The Enterprise segment consists mainly of structured cabling systems for business enterprise applications and
connectivity solutions for wired and wireless networks within organizations. The segment also includes coaxial cable for various video and data applications that are not related to cable television.

The Broadband segment consists mainly of coaxial cable, fiber optic cable and conduit for cable television system operators. These products support
multi-channel video, voice and high-speed data services for residential and commercial customers using hybrid fiber coaxial architecture.

The
WNS segment consists of base station subsystems and core network products, such as power amplifiers, filters, location-based systems, network optimization analysis systems and products and solutions that extend and enhance the coverage of wireless
networks, such as radio frequency (RF) repeaters and distributed antenna systems. Base station subsystems and RF products cover all of the major wireless standards and frequency bands and are sold individually or as part of integrated systems.

The following tables provide summary financial information by segment as of March 31, 2010 and December 31, 2009 and for the three
months ended March 31, 2010 and 2009 (in millions):



|                                                  |  |               |         |                  |   |        
|------------------------------------------------- |  | ------------- | ------- | ---------------- | - | -------
|                                                  |  | March 31,2010 |         | December 31,2009
|Identifiable segment-related assets:              |  |               |         |                  |   |        
|ACCG                                              |  | $             | 1,835.1 |                  | $ | 1,906.0
|Enterprise                                        |  |               | 345.8   |                  |   | 312.9  
|Broadband                                         |  |               | 344.4   |                  |   | 334.2  
|WNS                                               |  |               | 620.1   |                  |   | 617.7  
|                                                  |  |               |         |                  |   |        
|Total identifiable segment-related assets         |  |               | 3,145.4 |                  |   | 3,170.8
|                                                  |  |              
|Reconciliation to total assets:                   |  |               |         |                  |   |        
|Cash, cash equivalents and short-term investments |  |               | 621.9   |                  |   | 702.9  
|Deferred income tax asset                         |  |               | 80.8    |                  |   | 67.6   
|                                                  |  |               |         |                  |   |        
|Total assets                                      |  | $             | 3,848.1 |                  | $ | 3,941.3
|                                                  |  |               |         |                  |   |        

The following table presents goodwill by reportable segment as of
March 31, 2010 and December 31, 2009 (in millions):



|               |  |               |       |                  |   |      
|-------------- |  | ------------- | ----- | ---------------- | - | -----
|               |  | March 31,2010 |       | December 31,2009
|Goodwill:      |  |               |       |                  |   |      
|ACCG           |  | $             | 706.7 |                  | $ | 706.7
|Enterprise     |  |               | 20.9  |                  |   | 20.9 
|Broadband      |  |               | 133.6 |                  |   | 133.6
|WNS            |  |               | 133.8 |                  |   | 133.8
|               |  |               |       |                  |   |      
|Total goodwill |  | $             | 995.0 |                  | $ | 995.0
|               |  |               |       |                  |   |      



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



The following table provides net sales and operating income (loss) by segment for the three months ended
March 31, 2010 and 2009 (in millions):



|                                     |  |                             |       |   |      |   |       |  
|------------------------------------ |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                     |  | Three Months EndedMarch 31, |      
|                                     |  | 2010                        |       |   | 2009 |  
|Net sales:                           |  |                             |       |   |      |   |       |  
|ACCG                                 |  | $                           | 258.6 |   |      | $ | 325.9 |  
|Enterprise                           |  |                             | 197.9 |   |      |   | 144.0 |  
|Broadband                            |  |                             | 111.0 |   |      |   | 114.2 |  
|WNS                                  |  |                             | 155.8 |   |      |   | 159.0 |  
|Inter-segment eliminations           |  |                             | (1.7  | ) |      |   | (0.8  | )
|                                     |  |                             |       |   |      |   |       |  
|Consolidated net sales               |  | $                           | 721.6 |   |      | $ | 742.3 |  
|                                     |  |                             |       |   |      |   |       |  
|Operating income (loss):             |  |                             |       |   |      |   |       |  
|ACCG                                 |  | $                           | (40.3 | ) |      | $ | (13.4 | )
|Enterprise                           |  |                             | 18.1  |   |      |   | 7.4   |  
|Broadband                            |  |                             | 13.3  |   |      |   | 8.6   |  
|WNS                                  |  |                             | 2.7   |   |      |   | 6.4   |  
|                                     |  |                             |       |   |      |   |       |  
|Consolidated operating income (loss) |  | $                           | (6.2  | ) |      | $ | 9.0   |  
|                                     |  |                             |       |   |      |   |       |  

7. RESTRUCTURING COSTS

In early 2010, the Company initiated new restructuring actions (the 2010 Restructuring Initiatives). The objectives of the 2010 Restructuring Initiatives
are to realign and lower the Companys cost structure and improve capacity utilization. To achieve these objectives, the Company announced the closure of manufacturing facilities in Omaha, Nebraska and Newton, North Carolina, among other
actions. Much of the production capacity from these facilities will be shifted to other existing facilities or contract manufacturers. These actions primarily affect the ACCG and Enterprise segments. During 2009 and 2008, the Company implemented
restructuring actions to complete acquisition-related integration efforts and to lower the combined manufacturing, selling and administrative cost structure of the Company (the 2008 Integration Initiatives). During the three months ended
March 31, 2010 and 2009, the Companys pretax restructuring charges, by segment, related to both initiatives were as follows:



|           |  |                             |        |   |      |   |      
|---------- |  | --------------------------- | ------ | - | ---- | - | -----
|           |  | Three Months EndedMarch 31,
|           |  | 2010                        |        |   | 2009
|           |  |                            
|ACCG       |  | $                           | 31,510 |   |      | $ | 1,560
|Enterprise |  |                             | 15,744 |   |      |   | 1,223
|Broadband  |  |                             | (32    | ) |      |   | 3,777
|WNS        |  |                             | 630    |   |      |   | 2,143
|           |  |                             |        |   |      |   |      
|Total      |  | $                           | 47,852 |   |      | $ | 8,703
|           |  |                             |        |   |      |   |      



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



2010 Restructuring Initiatives

During the three months ended March 31, 2010, the Company incurred $48.0 million in employee-related costs and asset impairments related to the 2010
Restructuring Initiatives. The activity within the liability established for these restructuring actions, which is included in other accrued liabilities, was as follows:



|                                |  |                       |        |   |                  |   |        |       |  |   |         |  
|------------------------------- |  | --------------------- | ------ | - | ---------------- | - | ------ | ----- |  | - | ------- | -
|                                |  | Employee-RelatedCosts |        |   | AssetImpairments |   |        | Total | 
|Balance as of December 31, 2009 |  | $                     |       |   |                  | $ |       |       |  | $ |        |  
|Charge recorded                 |  |                       | 39,078 |   |                  |   | 8,935  |       |  |   | 48,013  |  
|Cash paid                       |  |                       | (1,672 | ) |                  |   |       |       |  |   | (1,672  | )
|Other non-cash items            |  |                       | (6,347 | ) |                  |   | (8,935 | )     |  |   | (15,282 | )
|                                |  |                       |        |   |                  |   |        |       |  |   |         |  
|Balance as of March 31, 2010    |  | $                     | 31,059 |   |                  | $ |       |       |  | $ | 31,059  |  
|                                |  |                       |        |   |                  |   |        |       |  |   |         |  

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. The costs recognized during the three months ended March 31, 2010 include a $6.3 million estimated net curtailment loss related to pension
and other postretirement benefits.

Asset impairment charges recognized during the three months ended March 31, 2010 primarily relate to
the planned plant closure in Omaha. The carrying value of the Omaha facility has been written down to its estimated fair value and depreciation will continue to be recognized. As a result of restructuring and consolidation actions, there is
unutilized real estate at various facilities in the U.S. and internationally, which is recorded in property, plant and equipment on the Condensed Consolidated Balance Sheets at the lower of cost or estimated fair value. 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
expects to incur equipment relocation costs during 2010 related to the costs to uninstall, pack, ship and reinstall manufacturing equipment as well as the costs to prepare the receiving facility to accommodate the equipment. These costs are expensed
as incurred.

Additional pretax costs related to actions announced to date under the 2010 Restructuring Initiatives of $8 million to $13
million are expected to be recognized by the end of 2011. Cash payments of $8 million to $10 million are expected during the remainder of 2010 with an additional $34 million to $37 million expected to be paid in 2011 and beyond. Additional
restructuring actions may be identified and resulting charges and cash requirements could be material.

2008 Integration Initiatives

The activity within the liability established for the 2008 Integration Initiatives, which is included in other accrued liabilities, was as
follows:



|                                          |  |                       |       |   |                       |   |       |                  |  |   |       |   |  |   |        |  
|----------------------------------------- |  | --------------------- | ----- | - | --------------------- | - | ----- | ---------------- |  | - | ----- | - |  | - | ------ | -
|                                          |  | Employee-RelatedCosts |       |   | LeaseTerminationCosts |   |       | AssetImpairments |  |   | Total |  
|Balance as of December 31, 2009           |  | $                     | 1,343 |   |                       | $ | 4,797 |                  |  | $ |      |   |  | $ | 6,140  |  
|Additional charge (recovery) recorded     |  |                       | (7    | ) |                       |   | 21    |                  |  |   | (175  | ) |  |   | (161   | )
|Cash (paid) recovered                     |  |                       | (700  | ) |                       |   | (940  | )                |  |   | 175   |   |  |   | (1,465 | )
|Foreign exchange and other non-cash items |  |                       | (17   | ) |                       |   | (113  | )                |  |   |      |   |  |   | (130   | )
|                                          |  |                       |       |   |                       |   |       |                  |  |   |       |   |  |   |        |  
|Balance as of March 31, 2010              |  | $                     | 619   |   |                       | $ | 3,765 |                  |  | $ |      |   |  | $ | 4,384  |  
|                                          |  |                       |       |   |                       |   |       |                  |  |   |       |   |  |   |        |  

Since the inception of the 2008 Integration Initiatives, the Company has recognized restructuring charges of $58.1 million
and established a restructuring liability as part of the Andrew purchase price allocation of $54.4 million. Cash payments of $102.4 million, including $1.5 million paid during the three months ended March 31, 2010, have been made since the
inception of the 2008 Integration Initiatives. The Company does not expect to incur any additional charges related to the completion of the 2008 Integration Initiatives and expects to pay substantially all of the remaining liability during 2010.



15



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



8. EMPLOYEE BENEFIT PLANS



|                                             |  |                             |        |   |                              |   |        |      |  |   |        |   |  |   |       |  
|-------------------------------------------- |  | --------------------------- | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ----- | -
|                                             |  | Pension Benefits            |        |   | Other PostretirementBenefits |  
|                                             |  | Three Months EndedMarch 31, |       
|                                             |  | 2010                        |        |   | 2009                         |   |        | 2010 |  |   | 2009   |  
|Service cost                                 |  | $                           | 670    |   |                              | $ | 665    |      |  | $ | 749    |   |  | $ | 867   |  
|Interest cost                                |  |                             | 3,477  |   |                              |   | 3,143  |      |  |   | 1,460  |   |  |   | 1,586 |  
|Recognized actuarial loss (gain)             |  |                             | 9      |   |                              |   | 495    |      |  |   | (337   | ) |  |   | (172  | )
|Amortization of prior service cost (credits) |  |                             | (156   | ) |                              |   | (193   | )    |  |   | (136   | ) |  |   | 23    |  
|Amortization of transition obligation        |  |                             | 3      |   |                              |   | 4      |      |  |   |       |   |  |   |      |  
|Curtailment loss (gain)                      |  |                             | 7,383  |   |                              |   |       |      |  |   | (1,044 | ) |  |   |      |  
|Expected return on plan assets               |  |                             | (3,724 | ) |                              |   | (2,715 | )    |  |   | (152   | ) |  |   | (131  | )
|                                             |  |                             |        |   |                              |   |        |      |  |   |        |   |  |   |       |  
|Net periodic benefit cost                    |  | $                           | 7,662  |   |                              | $ | 1,399  |      |  | $ | 540    |   |  | $ | 2,173 |  
|                                             |  |                             |        |   |                              |   |        |      |  |   |        |   |  |   |       |  

The net curtailment loss recorded during the three months ended March 31, 2010 is included in restructuring costs on
the Condensed Consolidated Statements of Operations (see Note 7).

The Company contributed $1.9 million to its pension plans during the three
months ended March 31, 2010 and anticipates making additional contributions of at least $4.0 million to these plans during 2010. The Company contributed $1.1 million to its other postretirement benefit plans during the three months ended
March 31, 2010 and anticipates making additional contributions of approximately $3.2 million to these plans during 2010.

9.
EQUITY-BASED COMPENSATION PLANS

As of March 31, 2010, $35.6 million of total unrecognized compensation costs related to non-vested
awards are expected to be recognized over a weighted average period of 1.9 years. There were no significant capitalized equity-based compensation costs at March 31, 2010.

Stock Options

The following table
summarizes the stock option activity for the three months ended March 31, 2010 (in thousands, except per share amounts):



|                                 |  |        |   |  |                                               |       |                                               |   |                         |  |   |       
|-------------------------------- |  | ------ | - |  | --------------------------------------------- | ----- | --------------------------------------------- | - | ----------------------- |  | - | ------
|                                 |  | Shares |   |  | WeightedAverage OptionExercise PricePer Share |       | Weighted AverageGrant DateFair ValuePer Share |   | AggregateIntrinsicValue
|Outstanding at December 31, 2009 |  | 3,020  |   |  | $                                             | 24.44 |                                               |   |                         |  |   |       
|Granted                          |  | 690    |   |  | $                                             | 29.51 |                                               | $ | 14.58                   |  |   |       
|Exercised                        |  | (20    | ) |  | $                                             | 14.32 |                                               |   |                         |  |   |       
|Expired or forfeited             |  | (129   | ) |  | $                                             | 69.33 |                                               | $ | 4.50                    |  |   |       
|                                 |  |        |   |  |                                               |       |                                               |   |                         |  |   |       
|Outstanding at March 31, 2010    |  | 3,561  |   |  | $                                             | 23.85 |                                               |   |                         |  | $ | 28,327
|                                 |  |        |   |  |                                               |       |                                               |   |                         |  |   |       
|Exercisable at March 31, 2010    |  | 2,501  |   |  | $                                             | 23.23 |                                               |   |                         |  | $ | 23,241
|Expected to vest                 |  | 1,024  |   |  | $                                             | 25.29 |                                               |   |                         |  | $ | 4,978 

The total intrinsic value of options
exercised during the three months ended March 31, 2010 and 2009 was $247 and $6, respectively.



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



The exercise prices of outstanding options at March 31, 2010 were in the following ranges:



|                         |  |                      |  |                                                    |  |                                        |       |                      |       |                                        |   |      
|------------------------ |  | -------------------- |  | -------------------------------------------------- |  | -------------------------------------- | ----- | -------------------- | ----- | -------------------------------------- | - | -----
|                         |  | Options Outstanding  |  | Options Exercisable                               
|Range of Exercise
Prices |  | Shares(in thousands) |  | WeightedAverageRemainingContractual Life(in years) |  | WeightedAverageExercise PricePer Share |       | Shares(in thousands) |       | WeightedAverageExercise PricePer Share
|$7.43 to $16.00          |  | 1,083                |  | 5.6                                                |  | $                                      | 11.15 |                      | 804   |                                        | $ | 11.62
|16.01 to 28.02           |  | 1,003                |  | 3.4                                                |  | $                                      | 18.00 |                      | 1,003 |                                        | $ | 18.00
|28.03 to 41.00           |  | 953                  |  | 8.4                                                |  | $                                      | 30.24 |                      | 263   |                                        | $ | 32.16
|41.01 to 71.81           |  | 522                  |  | 5.2                                                |  | $                                      | 49.79 |                      | 431   |                                        | $ | 51.58
|                         |  |                      |  |                                                    |  |                                        |       |                      |       |                                        |   |      
|$7.43 to $71.81          |  | 3,561                |  | 5.7                                                |  | $                                      | 23.85 |                      | 2,501 |                                        | $ | 23.23
|                         |  |                      |  |                                                    |  |                                        |       |                      |       |                                        |   |      

The Company uses the Black-Scholes model to estimate the fair value of stock option awards. Key input assumptions
used in the model to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Companys stock, the risk-free interest rate and the Companys projected dividend yield. The
Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in estimating the fair values of CommScope 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 months ended March 31, 2010 and 2009.



|                                                            |  |                             |       |   |      |   |      |  
|----------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ---- | -
|                                                            |  | Three Months EndedMarch 31, |      
|                                                            |  | 2010                        |       |   | 2009 |  
|Expected option term (in years)                             |  |                             | 5.0   |   |      |   | 5.0  |  
|Risk-free interest rate                                     |  |                             | 2.5   | % |      |   | 1.7  | %
|Expected volatility                                         |  |                             | 55.0  | % |      |   | 55.0 | %
|Expected dividend yield                                     |  |                             | 0     | % |      |   | 0    | %
|Weighted average exercise price (stock price at grant date) |  | $                           | 29.51 |   |      | $ | 9.80 |  
|Weighted average fair value at grant date                   |  | $                           | 14.58 |   |      | $ | 4.74 |  

Performance Share Units

The following table summarizes the performance share unit activity for the three months ended March 31, 2010 (in thousands, except
per share amounts):



|                                                |  |                       |   |  |                                                |      
|----------------------------------------------- |  | --------------------- | - |  | ---------------------------------------------- | -----
|                                                |  | PerformanceShareUnits |   |  | Weighted Average GrantDate Fair ValuePer Share
|Outstanding and non-vested at December 31, 2009 |  | 219                   |   |  | $                                              | 41.22
|Granted                                         |  | 287                   |   |  | $                                              | 29.51
|Forfeited                                       |  | (3                    | ) |  | $                                              | 36.06
|                                                |  |                       |   |  |                                                |      
|Outstanding and non-vested at March 31, 2010    |  | 503                   |   |  | $                                              | 34.57
|                                                |  |                       |   |  |                                                |      



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##### Table of Contents

CommScope, Inc.

Notes to Condensed Consolidated Financial Statements  (Continued)

(Unaudited  In Thousands, Unless Otherwise Noted)



Restricted Stock Units

The following table summarizes the restricted stock unit activity for the three months ended March 31, 2010 (in thousands, except per share amounts):



|                                                |  |                      |   |  |                                                |      
|----------------------------------------------- |  | -------------------- | - |  | ---------------------------------------------- | -----
|                                                |  | RestrictedStockUnits |   |  | Weighted Average GrantDate Fair ValuePer Share
|Outstanding and non-vested at December 31, 2009 |  | 994                  |   |  | $                                              | 23.31
|Granted                                         |  | 307                  |   |  | $                                              | 29.51
|Vested and shares issued                        |  | (7                   | ) |  | $                                              | 37.96
|Forfeited                                       |  | (15                  | ) |  | $                                              | 22.07
|                                                |  |                      |   |  |                                                |      
|Outstanding and non-vested at March 31, 2010    |  | 1,279                |   |  | $                                              | 24.74
|                                                |  |                      |   |  |                                                |      

Other

During the three months ended March 31, 2010, the Company issued 0.2 million shares of its common stock valued at $4.2 million as an employer
contribution to the CommScope, Inc. Retirement Savings Plan. This issuance of shares is included in equity-based compensation as an adjustment to reconcile net loss to net cash provided by operating activities on the Condensed Consolidated Statement
of Cash Flows.



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2010 and 2009 is
provided to increase the understanding of, and should be read in conjunction with, the unaudited Condensed Consolidated Financial Statements and accompanying notes included in this document 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 about the application of critical accounting policies, included in our 2009
Annual Report on Form 10-K.

Overview

CommScope, Inc., along with its direct and indirect subsidiaries (CommScope or the Company), is a world leader in infrastructure
solutions for communication networks. Through its Andrew Solutions brand, the Company is a global leader in radio frequency subsystem solutions for wireless networks. Through its
SYSTIMAX® and
Uniprise® brands, CommScope is also a world leader in network infrastructure solutions, including cables and
connectivity, enclosures, intelligent software and network design services for business enterprise applications. CommScope is also the premier manufacturer of coaxial cable for broadband cable television networks and one of the leading North
American providers of environmentally secure cabinets for digital subscriber line (DSL), fiber-to-the-node and wireless applications.

CRITICAL ACCOUNTING POLICIES

There have
been no changes in our critical accounting policies or significant accounting estimates as disclosed in our 2009 Annual Report on Form 10-K other than changing the annual impairment test date for goodwill and other indefinite-lived intangible
assets and the implementation of new accounting guidance regarding the consolidation of variable interest entities. These changes did not have a material impact on our financial statements.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 WITH THE THREE MONTHS ENDED MARCH 31, 2009



|                                            |  |                                                 |       |   |               |       |   |        |   |       |               |  |       |              |  |   |         |   |  |      |   
|------------------------------------------- |  | ----------------------------------------------- | ----- | - | ------------- | ----- | - | ------ | - | ----- | ------------- |  | ----- | ------------ |  | - | ------- | - |  | ---- | --
|                                            |  | Three Months Ended March 31,                    |       |   |               |       |   |        |  
|                                            |  | 2010                                            |       |   | 2009          |       |   |        |   |       |               | 
|                                            |  | Amount                                          |       |   | % of NetSales |       |   | Amount |   |       | % of NetSales |  |       | DollarChange |  |   | %Change |  
|                                            |  | (dollars in millions, except per share amounts) |      
|Net sales                                   |  | $                                               | 721.6 |   |               | 100.0 | % |        | $ | 742.3 |               |  | 100.0 | %            |  | $ | (20.7   | ) |  | (2.8 | )%
|Gross profit                                |  |                                                 | 204.8 |   |               | 28.4  |   |        |   | 168.7 |               |  | 22.7  |              |  |   | 36.1    |   |  | 21.4 |   
|SG&A expense                                |  |                                                 | 112.6 |   |               | 15.6  |   |        |   | 101.2 |               |  | 13.6  |              |  |   | 11.4    |   |  | 11.2 |   
|R&D expense                                 |  |                                                 | 29.8  |   |               | 4.1   |   |        |   | 29.0  |               |  | 3.9   |              |  |   | 0.8     |   |  | 2.9  |   
|Amortization of purchased intangible assets |  |                                                 | 20.8  |   |               | 2.9   |   |        |   | 20.8  |               |  | 2.8   |              |  |   | (0.1    | ) |  | (0.3 | ) 
|Restructuring costs                         |  |                                                 | 47.9  |   |               | 6.6   |   |        |   | 8.7   |               |  | 1.2   |              |  |   | 39.1    |   |  | NM   |   
|Net loss                                    |  |                                                 | (22.1 | ) |               | (3.1  | ) |        |   | (20.5 | )             |  | (2.8  | )            |  |   | (1.6    | ) |  | NM   |   
|Loss per diluted share                      |  |                                                 | (0.23 | ) |               |       |   |        |   | (0.29 | )             |  |       |              |  |   |         |   |  |      |   



NM  Not meaningful

Net sales

The decrease in net sales for the first quarter of 2010 as compared to the first quarter of 2009 is primarily attributable to lower capital
spending by wireless service providers (both directly and through original equipment manufacturers). This decline was partially offset by an increase in sales of Enterprise segment products. For further details by segment, see the
section titled Segment Results below.

Gross profit (net sales less cost of sales)

The year-over-year increase in gross profit of $36.1 million is primarily due to increased sales of Enterprise products that have higher margins, improved
2010 factory utilization and benefits from cost reduction initiatives implemented during 2009. These improvements in gross profit were partially offset by the reinstatement of cash incentive bonus programs that had been suspended for 2009. Gross
profit for the first quarter of 2009 was negatively affected by higher cost inventory and outstanding purchase commitments that were on hand at the beginning of 2009. Gross profit for the first quarter of 2009 was also negatively affected by a $3.1
million charge related to the TruePosition litigation.



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##### Table of Contents

The timing of a sustained improvement in the overall economic environment remains uncertain. We expect
continued volatility in the costs of certain raw materials, particularly copper, aluminum, plastics and other polymers. If raw material costs increase and we delay implementing price increases or are unable to achieve market acceptance of announced
or future price increases, gross profit may be adversely affected. Price reductions in response to a significant decline in raw material costs may also have an adverse impact on gross profit.

Selling, general and administrative expense

The year-over-year increase in selling, general and administrative expense (SG&A) of $11.4 million was primarily related to the reinstatement of cash
incentive bonus programs in 2010 that had been suspended for 2009. In the first quarter of 2009, SG&A expense was reduced by recoveries of accounts receivable that had been previously written off. The increase in SG&A expense as a percentage
of sales is the result of higher SG&A expense and the decreased level of net sales.

Research and development

Research and development (R&D) expense increased by $0.8 million year over year primarily as a result of the reinstatement of cash incentive bonus
programs as described above. R&D expense as a percentage of net sales increased to 4.1% for the three months ended March 31, 2010, compared to 3.9% for the three months ended March 31, 2009, due to higher R&D expense as well as the
decrease in net sales. R&D activities generally relate to ensuring that our products are capable of meeting the developing technological needs of our customers, bringing new products to market and modifying existing products to better serve our
customers.

Amortization of purchased intangibles

The amortization of purchased intangibles was essentially unchanged in the first quarter of 2010 as compared to the first quarter of 2009. There is
additional amortization expense of $3.6 million included in cost of sales in both periods related to patents and technologies.

Restructuring Costs

We recognized
pretax restructuring costs of $47.9 million and $8.7 million during the three months ended March 31, 2010 and 2009, respectively. The restructuring costs recognized in the first quarter of 2010 are primarily related to workforce reductions and
asset impairments resulting from planned facility closures as part of restructuring initiatives that began in early 2010 (the 2010 Restructuring Initiatives). The restructuring costs recognized in the first quarter of 2009 included $5.5 million in
employee-related costs, $2.8 million in lease termination costs and $0.5 million in equipment relocation costs resulting from integration and cost reduction actions initiated in 2008 (the 2008 Integration Initiatives).

The objectives of the 2010 Restructuring Initiatives are to realign and lower our cost structure and improve capacity utilization. To achieve these
objectives, we have announced the closure of production facilities in Omaha, Nebraska and Newton, North Carolina, among other actions. Much of the capacity at those facilities will be shifted to other existing facilities or contract manufacturers.
Charges incurred during the first quarter of 2010 for these restructuring actions included $39.1 million for employee-related costs (including a $6.3 million net curtailment loss related to pension and other postretirement benefits) and $8.9 million
for asset impairment charges, primarily related to reducing the carrying value of the Omaha facility to its estimated fair value.

Additional
pretax costs related to actions announced to date under the 2010 Restructuring Initiatives of $8 million to $13 million are expected to be recognized by the end of 2011. Cash payments related to these costs and the completion of the 2008 Integration
Initiatives of $8 million to $10 million are expected during the remainder of 2010 with an additional $34 million to $37 million expected to be paid in 2011 and beyond. Additional restructuring actions may be identified and resulting charges and
cash requirements could be material.

Other income (expense), net

Foreign exchange gains (losses) of $0.8 million and $(1.4) million are included in net other income (expense) for the three months ended March 31,
2010 and 2009, respectively. Net other expense for the three months ended March 31, 2009 includes a loss of $8.6 million on the induced conversion of our 1% convertible senior subordinated debentures.



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Net interest income (expense)

We incurred net interest expense of $23.1 million during the three months ended March 31, 2010 compared to $29.1 million for the three months
ended March 31, 2009. This decrease is mainly the result of the reduction in outstanding debt. Interest expense for the three months ended March 31, 2010 and 2009 includes $1.5 million and $2.1 million, respectively, related to the write
off of deferred financing costs in connection with accelerated debt payments.

Our weighted average effective interest rate on outstanding
borrowings, including the interest rate swap and amortization of deferred financing costs, was 6.14% as of March 31, 2010, 5.83% as of December 31, 2009 and 5.94% as of March 31, 2009.

Income taxes

The income tax benefit for
the three months ended March 31, 2010 is net of a $2.3 million charge related to changes to the tax deductibility of prescription drug benefits to certain retirees (Medicare Part D) made as part of the health care reform legislation enacted in
March 2010. Excluding the impact of this item, the effective tax rate for the quarter was 29.2%, which reflects the tax impact of earnings and losses in certain jurisdictions with no tax benefit recognized related to losses in certain other
jurisdictions. Our effective income tax rate for the three months ended March 31, 2009 was 31.9%. We generally expect that our effective income tax rate will reflect the benefits from significant operations outside the U.S., which are
generally taxed at lower rates than the U.S. statutory rate.

Segment Results



|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|------------------------------------ |  | ----------------------------------------------- | ----- | - | ------------- | ----- | -- | ------ | - | ----- | ------------- |  | ----- | ------------ |  | - | ------- | - |  | ------ | --
|                                     |  | Three Months Ended March 31,                    |       |   |               |       |    |        |  
|                                     |  | 2010                                            |       |   | 2009          |       |    |        |   |       |               | 
|                                     |  | Amount                                          |       |   | % of NetSales |       |    | Amount |   |       | % of NetSales |  |       | DollarChange |  |   | %Change |  
|                                     |  | (dollars in millions, except per share amounts) |      
|Net sales by segment:                |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|ACCG                                 |  | $                                               | 258.6 |   |               | 35.8  | %  |        | $ | 325.9 |               |  | 43.9  | %            |  | $ | (67.3   | ) |  | (20.7  | )%
|Enterprise                           |  |                                                 | 197.9 |   |               | 27.4  | %  |        |   | 144.0 |               |  | 19.4  | %            |  |   | 53.9    |   |  | 37.4   | % 
|Broadband                            |  |                                                 | 111.0 |   |               | 15.4  | %  |        |   | 114.2 |               |  | 15.4  | %            |  |   | (3.2    | ) |  | (2.8   | )%
|WNS                                  |  |                                                 | 155.8 |   |               | 21.6  | %  |        |   | 159.0 |               |  | 21.4  | %            |  |   | (3.2    | ) |  | (2.0   | )%
|Inter-segment eliminations           |  |                                                 | (1.7  | ) |               | (0.2  | )% |        |   | (0.8  | )             |  | (0.1  | )%           |  |   | (0.9    | ) |  | NM     |   
|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|Consolidated net sales               |  | $                                               | 721.6 |   |               | 100.0 | %  |        | $ | 742.3 |               |  | 100.0 | %            |  | $ | (20.7   | ) |  | (2.8   | )%
|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|Total domestic sales                 |  | $                                               | 381.7 |   |               | 52.9  | %  |        | $ | 359.0 |               |  | 48.4  | %            |  | $ | 22.7    |   |  | 6.3    | % 
|Total international sales            |  |                                                 | 339.9 |   |               | 47.1  | %  |        |   | 383.3 |               |  | 51.6  | %            |  |   | (43.4   | ) |  | (11.3  | )%
|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|Total worldwide sales                |  | $                                               | 721.6 |   |               | 100.0 | %  |        | $ | 742.3 |               |  | 100.0 | %            |  | $ | (20.7   | ) |  | (2.8   | )%
|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|Operating income (loss) by segment:  |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|ACCG                                 |  | $                                               | (40.3 | ) |               | (15.6 | )% |        | $ | (13.4 | )             |  | (4.1  | )%           |  | $ | (26.9   | ) |  | NM     |   
|Enterprise                           |  |                                                 | 18.1  |   |               | 9.1   | %  |        |   | 7.4   |               |  | 5.1   | %            |  |   | 10.7    |   |  | 144.6  | % 
|Broadband                            |  |                                                 | 13.3  |   |               | 12.0  | %  |        |   | 8.6   |               |  | 7.6   | %            |  |   | 4.7     |   |  | 54.7   | % 
|WNS                                  |  |                                                 | 2.7   |   |               | 1.7   | %  |        |   | 6.4   |               |  | 4.0   | %            |  |   | (3.7    | ) |  | (57.8  | )%
|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   
|Consolidated operating income (loss) |  | $                                               | (6.2  | ) |               | (0.9  | )% |        | $ | 9.0   |               |  | 1.2   | %            |  | $ | (15.2   | ) |  | (168.9 | )%
|                                     |  |                                                 |       |   |               |       |    |        |   |       |               |  |       |              |  |   |         |   |  |        |   



NM  Not meaningful

Antenna, Cable and Cabinets Group Segment

The ACCG segment includes product offerings of primarily passive transmission devices for the wireless infrastructure market including base station
antennas, coaxial cable and connectors and microwave antennas as well as secure environmental enclosures for electronic devices and equipment used by wireline and wireless providers.



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The ACCG segment experienced a significant decline in sales in the Asia Pacific (APAC) and Europe, Middle
East and Africa (EMEA) regions for the first quarter of 2010 as compared to the first quarter of 2009. In addition to a continued slowdown in spending by wireless service providers, the pending auction of 3G licenses and new regulatory restrictions
in India negatively affected sales of antennas and other products in the APAC region in the first quarter of 2010. Foreign exchange rates favorably affected ACCG segment sales by 3% for the first quarter of 2010 as compared to the first quarter of
2009.

Despite first quarter challenges, we expect demand for our ACCG products to be positively affected by wireless capacity expansion in
emerging markets and growth in mobile data services in developed markets. Uncertainty in the global economy may continue to depress capital spending by telecommunication providers and negatively impact both of these markets and consequently our net
sales.

The ACCG segment reported an operating loss of $40.3 million in the first quarter of 2010 as compared to an operating loss of $13.4
million in the first quarter of 2009 primarily as a result of a $30.0 million increase in restructuring charges and the reinstatement of cash incentive bonus programs in 2010 that had been suspended for 2009. These increased costs were partially
offset by benefits from previous cost reduction efforts. In addition, ACCG segment operating income for the first quarter of 2009 was negatively affected by higher cost inventory and outstanding purchase commitments that were on hand at the
beginning of 2009.

Enterprise Segment

The Enterprise segment consists mainly of structured cabling systems for business enterprise applications and connectivity solutions for wired and
wireless networks within organizations. The segment also includes coaxial cable for various video and data applications that are not related to cable television.

Enterprise segment net sales increased in all major geographic regions for the three months ended March 31, 2010 as compared to the first quarter of
2009. In particular, U.S. sales of Enterprise segment products increased in the first quarter of 2010 as a result of increasing demand for data center capacity and improvements in government and corporate spending on information technology.

We expect long-term demand for Enterprise products to be driven by global information technology spending and the ongoing need for bandwidth,
which creates demand for high-performance structured cabling solutions in the enterprise market. Uncertain global economic conditions, an ongoing slowdown in commercial construction activity and reduction in the levels of distributor inventories may
negatively affect demand for our products.

The increase in Enterprise segment operating income for the first quarter of 2010 as compared to
the first quarter of 2009 is primarily attributable to the increase in net sales. This improvement in operating income was partially offset by a $14.5 million increase in restructuring costs and the reinstatement of cash incentive bonus programs in
2010 that had been suspended for 2009.

Broadband Segment

The Broadband segment consists mainly of coaxial cable, fiber optic cable and conduit for cable television system operators. These products support
multi-channel video, voice and high-speed data services for residential and commercial customers using hybrid fiber coaxial architecture.

The
decrease in net sales of Broadband products for the first quarter of 2010 mainly resulted from lower domestic net sales primarily as a result of a reduction in prices on certain cable products. This decline was partially offset by an increase in net
sales in Central and Latin America and EMEA.

We expect demand for Broadband products to continue to be influenced by ongoing maintenance
requirements of cable networks, cable providers competition with telecommunication service providers and activity in the residential construction market. Spending by our Broadband customers on maintaining and upgrading networks is expected to
continue, though it may be influenced by the deterioration in global economic conditions and the tight credit markets.

The increase in
Broadband segment operating income for the first quarter of 2010 largely reflects the $3.8 million decrease in restructuring charges in the three months ended March 31, 2010 as compared to the same period in 2009 and the positive impact of
previous cost reduction efforts. These improvements were partially offset by the reinstatement of cash incentive bonus programs in 2010 that had been suspended for 2009.



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Wireless Network Solutions Segment

The WNS segment consists of base station subsystems and core network products, such as power amplifiers, filters, location-based systems, network
optimization analysis systems and products and solutions that extend and enhance the coverage of wireless networks, such as RF repeaters and distributed antenna systems. Base station subsystems and RF products cover all of the major wireless
standards and frequency bands and are sold individually or as part of integrated systems.

WNS segment net sales decreased in the first
quarter of 2010 compared to the first quarter of 2009 primarily due to lower sales in EMEA and the U.S. Foreign exchange rates favorably affected WNS segment sales by 3% for the first quarter of 2010 as compared to the first quarter of 2009.

We expect demand for our WNS products to be positively affected by the continuing expansion of wireless capacity in emerging markets as well
as convergence and growth in mobile data services in developed markets. Given that much of the demand for WNS products is driven by large customer projects, quarterly changes in net sales for this segment may be volatile. Current global economic
conditions may slow capital spending by telecommunication providers and negatively impact both of these markets and consequently our net sales.

WNS segment operating income for the first quarter of 2010 decreased $3.7 million as compared to the first quarter of 2009 due in part to the
reinstatement of cash incentive bonus programs in 2010 that had been suspended for 2009. In the first quarter of 2009, WNS segment operating income was adversely affected by a $3.1 million charge related to the TruePosition litigation. The impact of
the litigation charge was partially offset by recoveries of accounts receivable in the first quarter of 2009 that had been previously written off.

LIQUIDITY AND CAPITAL RESOURCES

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



|                                                                                                                |  |                       |         |   |                  |   |         |              |  |   |         |   |  |       |   
|--------------------------------------------------------------------------------------------------------------- |  | --------------------- | ------- | - | ---------------- | - | ------- | ------------ |  | - | ------- | - |  | ----- | --
|                                                                                                                |  | March 31,2010         |         |   | December 31,2009 |   |         | DollarChange |  |   | %Change |  
|                                                                                                                |  | (dollars in millions) |        
|Cash, cash equivalents and short-term investments                                                               |  | $                     | 621.9   |   |                  | $ | 702.9   |              |  | $ | (81.0   | ) |  | (11.5 | )%
|Working capital, excluding cash, cash equivalents, short-term investments and current portion of long-term debt |  |                       | 560.1   |   |                  |   | 593.7   |              |  |   | (33.6   | ) |  | (5.7  | ) 
|Availability under revolving credit facility                                                                    |  |                       | 365.5   |   |                  |   | 358.8   |              |  |   | 6.7     |   |  | 1.9   |   
|Long-term debt, including current portion                                                                       |  |                       | 1,407.9 |   |                  |   | 1,544.5 |              |  |   | (136.6  | ) |  | (8.8  | ) 
|Total capitalization (1)                                                                                        |  |                       | 2,929.2 |   |                  |   | 3,093.5 |              |  |   | (164.3  | ) |  | (5.3  | ) 
|Long-term debt as a percentage of total capitalization                                                          |  |                       | 48.1    | % |                  |   | 49.9    | %            |  |   |         |   |  |       |   



|(1) | Total capitalization includes long-term debt, including the current portion, and stockholders equity.
|--- | ------------------------------------------------------------------------------------------------------

Our principal sources of liquidity, both on a short-term and long-term basis, are cash and cash equivalents, short-term investments, cash flows provided
by operations and availability under credit facilities. The primary uses of liquidity include funding working capital requirements (primarily inventory and accounts receivable, net of accounts payable and other accrued liabilities), debt service
requirements, capital expenditures, payment of certain restructuring costs and funding of pension and other postretirement obligations.

The
decrease in cash, cash equivalents and short-term investments during the quarter ended March 31, 2010 was primarily driven by $134.6 million of principal payments on our senior secured term loans. These decreases were partially offset by $63.3
million in net cash flow from operations.

The decrease in long-term debt was primarily the result of the principal payments made on our
senior secured term loans. The decline in total capitalization and long-term debt as a percentage of total capitalization was primarily driven by the reduction in long-term debt.



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Cash Flow Overview



|                                          |  |                              |        |   |              |   |        |         |  |   |       |   |  |       |   
|----------------------------------------- |  | ---------------------------- | ------ | - | ------------ | - | ------ | ------- |  | - | ----- | - |  | ----- | --
|                                          |  | Three Months EndedMarch 
31, |        |   | DollarChange |   |        | %Change | 
|                                          |  | 2010                         |        |   | 2009         |   |        |        
|                                          |  | (dollars in millions)        |       
|Net cash provided by operating activities |  | $                            | 63.3   |   |              | $ | 85.4   |         |  | $ | (22.0 | ) |  | (25.8 | )%
|Net cash used in investing activities     |  |                              | (22.0  | ) |              |   | (13.5  | )       |  |   | (8.4  | ) |  | (62.2 | ) 
|Net cash used in financing activities     |  |                              | (135.9 | ) |              |   | (183.9 | )       |  |   | 48.0  |   |  | 26.1  |   

Operating Activities

During the three months ended March 31, 2010, operating activities generated $63.3 million in cash compared to $85.4 million during the three months
ended March 31, 2009. During the three months ended March 31, 2010, a net loss of $22.1 million was offset by depreciation and amortization of $48.2 million, increases in accounts payable and other liabilities of $80.6 million and non-cash
restructuring charges of $15.3 million. These items were somewhat offset by increases in net inventory of $28.6 million and net accounts receivable of $14.8 million. In the first quarter of 2009, the Company took steps to reduce working capital
levels in response to developing global economic difficulties. These efforts generated net cash flow that more than offset the $20.5 million net loss during that period.

We expect to continue to generate net cash from operations during 2010 although at levels below 2009 operating cash flow. A primary driver of the lower
expected cash flows in 2010 is our expectation that the level of working capital excluding cash, cash equivalents, short-term investments and the current portion of long-term debt will increase during 2010 as our sales improve.

Investing Activities

Investment in property, plant and equipment during the first quarter of 2010 decreased by $5.1 million year over year to $8.8 million. We currently expect
total capital expenditures of $50 million to $60 million in 2010 compared to $40.9 million in 2009. The expected capital spending during 2010 is primarily for investments in information technology, cost reduction efforts, software capitalization and
capital expenditures to support the relocation of production capability in certain facilities.

During the three months ended March 31,
2010, we received proceeds from the sale of property, plant and equipment of $6.6 million, which included proceeds from the sale of a facility in Brazil that had been vacated in 2008.

Financing Activities

We repaid $134.6 million of our senior secured term loans during the three months ended March 31, 2010, including $127.6 million for the annual
excess cash flow payment for 2009. As of March 31, 2010, our remaining availability under the $400 million revolving credit portion of the facilities was approximately $365.5 million, reflecting letters of credit issued under the revolving
credit facility.

During the three months ended March 31, 2009, we repaid $179.8 million of our senior secured term loans, including
$171.6 million for the annual excess cash flow payment for 2008. In connection with the negotiated conversion of $24.0 million in face value of our 1% convertible senior subordinated debentures, we issued 1.7 million shares of CommScope common
stock, which is reflected as a non-cash transaction. Also during the first quarter of 2009, we paid $175.5 million to redeem the remaining 1% convertible senior subordinated debentures. To finance the redemption of these debentures, we borrowed $75
million (net) under our senior secured revolving credit facility and issued $100 million of 3.5% convertible senior subordinated debentures, which were converted into CommScope common stock later in 2009.



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Future Cash Needs

We expect that our primary future cash needs will be debt service (including the annual excess cash flow payment that is required during the first quarter
of each year under our senior secured term loans), funding working capital requirements, capital expenditures, paying certain restructuring costs, disposition of new or pending litigation and funding pension and other postretirement benefit
obligations. We paid $3.1 million of restructuring costs during the three months ended March 31, 2010 and expect to pay $8 million to $10 million during the remainder of 2010 and $34 million to $37 million in 2011 and beyond related to
announced restructuring actions. We made contributions of $3.0 million to our pension and other postretirement benefit plans during the three months ended March 31, 2010 and currently expect to make additional contributions of at least $7.2
million in the balance of 2010. As of March 31, 2010, we have a significant unfunded obligation related to pension and other postretirement benefits. We are not required to make a contribution to our U.S. pension plans during 2010. However, to
achieve targeted funding levels under certain U.S. and international regulations, we may make additional contributions in 2010 and expect to make contributions in subsequent years and these contributions could be material. We expect that our
noncurrent employee benefit liabilities will be funded through cash flow from future operations.

In connection with our senior secured credit
facilities, we are required to comply with two primary financial covenants: an interest coverage ratio for the preceding twelve months, which is tested at the end of each fiscal quarter, and a consolidated leverage ratio, with which we must comply
at all times. As of March 31, 2010, the minimum interest coverage ratio and the maximum consolidated leverage ratio permitted under the senior secured credit facilities were both 3.75 to 1.0. The Companys estimated interest coverage ratio
and consolidated leverage ratio as of March 31, 2010 were 5.29 to 1.0 and 2.78 to 1.0, respectively. Beginning with the quarter ending September 30, 2010, the minimum interest coverage ratio increases to 4.50 to 1.0 and the maximum
consolidated leverage ratio decreases to 3.25 to 1.0. Beginning with the quarter ending September 30, 2011, the minimum interest coverage ratio increases further to 5.00 to 1.0 and the maximum consolidated leverage ratio decreases further to
2.50 to 1.0. Management believes the Company was in compliance with all of its covenants under the senior secured credit facilities as of March 31, 2010 and expects to remain in compliance.

If we are unable to comply with these covenants, we will be in default under our senior secured credit facilities, which could result in, among other
things, the outstanding balance of our loans under the credit facilities becoming due and payable immediately, a material increase in the interest rate and further restrictions on our operational and financial flexibility.

We believe that our existing cash, cash equivalents and short-term investments and cash flows from operations, combined with availability under our
revolving credit facility, will be sufficient to meet our presently anticipated future cash needs. We may, from time to time, increase borrowings under our revolving credit facility or issue securities, if market conditions are favorable, to meet
our future cash needs or to reduce our borrowing costs.

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q that are other than historical facts are intended to be forward-looking statements within the
meaning of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 and other related laws and include but are not limited to those statements relating to our business position, plans, outlook, revenues,
earnings, margins and other financial items, restructuring plans, sales and earnings expectations, expected demand, cost and availability of key raw materials, internal and external production capacity and expansion, competitive pricing and relative
market position. While we believe such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. These forward-looking statements are identified by the use of certain terms and phrases
including but not limited to expect, believe, intend, goal, estimate, project, plans, anticipate, designed to, confident,
think, scheduled, outlook, guidance, foreseeable future and similar expressions.



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These statements are subject to various risks and uncertainties, many of which are outside our control,
including, without limitation, continued global economic weakness and uncertainties and disruption in the credit and financial markets; changes in cost and availability of key raw materials and the potential effect on customer pricing; delays or
challenges related to removing, transporting or reinstalling equipment; the ability to retain qualified employees; customer demand for our products and the ability to maintain existing business alliances with key customers or distributors;
competitive pricing and acceptance of products; industry competition and the ability to retain customers through product innovation; concentration of sales among a limited number of customers or distributors; customer bankruptcy; the risk that
internal production capacity and that of contract manufacturers may be insufficient to meet customer demand or quality standards for our products; the risk that customers might cancel orders placed or that orders currently placed may affect order
levels in the future; continuing consolidation among customers; possible production disruption due to supplier or contract manufacturer bankruptcy, reorganization or restructuring; successful ongoing operation of our vertical integration activities;
the possibility of further restructuring actions; possible future impairment charges for fixed or intangible assets, including goodwill; increased obligations under employee benefit plans; significant international operations and the impact of
variability in foreign exchange rates; ability to fully realize anticipated benefits from prior or future acquisitions or equity investments; substantial indebtedness and maintaining compliance with debt covenants; capital structure changes; income
tax rate variability and ability to recover amounts recorded as value added tax receivables; changes in tax laws or regulations; product performance issues and associated warranty claims; ability to successfully implement major systems initiatives;
realignment of global manufacturing capacity; cost of protecting or defending intellectual property; ability to obtain capital on commercially reasonable terms; adequacy and availability of insurance; costs and challenges of compliance with domestic
and foreign environmental laws and the effects of climate change; fluctuations in interest rates; the ability to achieve expected sales growth and earnings goals; the outcome of pending and future litigations and proceedings; U.S. health care law
changes; authoritative changes in generally accepted accounting principles by standard-setting bodies; political instability; regulatory changes affecting us or the industries we serve; and any statements of belief and any statements of assumptions
underlying any of the foregoing. These and other factors are discussed in greater detail in Part I  Item 1A to our Annual Report on Form 10-K for the year ended December 31, 2009. The information contained in this Form 10-Q
represents our best judgment at the date of this report based on information currently available. However, we are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of
this report.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009, our major market risk exposure relates to adverse
fluctuations in interest rates, commodity prices and foreign currency exchange rates. We have established a risk management strategy that includes the reasonable use of derivative and nonderivative financial instruments primarily to manage our
exposure to certain of these market risks. We believe our exposure associated with these market risks has not materially changed since December 31, 2009. Other than foreign currency forward contracts not designated as hedging instruments, we
have not acquired any new derivative financial instruments since December 31, 2009 or terminated any derivative financial instruments that existed at that date.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Our disclosure
controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in
the rules and forms of the Securities and Exchange Commission. Our Chief Executive Officer and our Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this
report and have concluded that the disclosure controls and procedures are effective.

There were no changes in our internal control over
financial reporting during the three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

The Company is
involved in patent infringement litigation with TruePosition, Inc. related to Andrews sale of certain mobile location products. After trial and various subsequent motions ̧ the Company is subject to a judgment, including accrued interest,
of $48.8 million as of March 31, 2010, and a permanent injunction against further infringing sales. CommScope disagrees with these determinations and continues to believe that the products at issue do not infringe TruePositions patent.
The Company has appealed the judgment and the injunction entered by the trial court to the U.S. Court of Appeals for the Federal Circuit and is awaiting that courts determination of the issues on appeal.

As a result of the trial court rulings in the case, a liability has been established as of March 31, 2010 for $48.8 million (including interest).
The ultimate resolution of this litigation may be materially different than the liability currently recorded, which does not include legal fees we may incur in appeals or other proceedings. This litigation may result in the loss of future revenue
opportunities, including opportunities to manufacture and sell products using uplink time difference of arrival (U-TDOA) technology; however, we are not currently able to assess the likelihood or magnitude of such potential lost opportunities.

In September 2009, Andrew filed a complaint in the U.S. District Court for the District of Delaware seeking a declaratory judgment that its
new multiple range estimation location (MREL) system for locating mobile devices does not infringe an existing U.S. patent held by TruePosition. The same patent was the subject of previous litigation between the two companies, including the judgment
now under appeal, as described above. The parties sought and were granted expedited treatment of this matter in order to obtain a prompt clarification of their respective rights. In March 2010, prior to the scheduled trial on this matter, Andrew
consented to TruePositions pending motion to dismiss the case for lack of subject matter jurisdiction. This was due to the Companys decision to make improvements to the product before commercializing it and the related conclusion that
proceeding to trial with the product as currently embodied would not result in a final determination of the parties rights regarding the patent at issue. The Company has not yet determined when or if it will refile its case to seek a
determination of whether the revised product infringes TruePositions patent. The Company does not believe that any of these developments will have a material adverse effect on our business or financial condition.

In March 2008, TruePosition served Andrew with a complaint in a lawsuit filed in the Superior Court, New Castle County in Delaware. The suit alleges
that Andrew breached certain patent license royalty obligations to TruePosition under a 2004 settlement agreement related to a prior lawsuit between the parties and alleges that Andrew owes TruePosition approximately $30 million. The Company
believes it has valid defenses and will vigorously defend itself in this action.

We are either a plaintiff or a defendant in other pending
legal matters in the normal course of business. Management believes none of these other legal matters, other than that discussed above, will have a material adverse effect on our business or financial condition upon their final disposition.



|ITEM 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                                                                                                                                                                
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|18   |  | Preferability Letter of Independent Registered Public Accounting Firm. (1)                                                                                                                                                                     
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a). (1)                                                                                                                                                                       
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a). (1)                                                                                                                                                                       
|     | 
|32   |  | Certification of Chief Executive Officer and Chief 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). (1)



|(1) | Filed with this Form 10-Q.
|--- | --------------------------



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##### Table of Contents

SIGNATURES

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.



|               |  |                                                     
|-------------- |  | ----------------------------------------------------
|               |  | COMMSCOPE, INC.                                     
|               | 
|April 29, 2010 |  | /s/    JEARLD L.
LEONHARDT                          
|Date           |  | Jearld L. Leonhardt                                 
|               |  | Executive Vice President and Chief Financial Officer
|               |  | signing both in his capacity as Executive Vice      
|               |  | President on behalf of the Registrant and as        
|               |  | Chief Financial Officer of the Registrant           



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