**EXHIBIT 99.1**

**COMMSCOPE, INC. FORWARD-LOOKING INFORMATION**

The Securities Exchange Act of 1934, the PrivateSecurities Litigation Reform Act of 1995 and other related laws provide a “safeharbor” for forward-looking statements. Our Form 10-K for the yearended December 31, 2004, our Annual Report to Stockholders, any Form 10-Qor Form 8-K of ours, or any other oral or written statements made byus or on our behalf, may include forward-looking statements which reflect ourcurrent views with respect to future events and financial performance. Theseforward-looking statements are identified, including without limitation, bytheir use of such terms and phrases as “intends,” “intend,” “intended,” “goal,”“estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projects,”“projected,” “projections,” “plans,” “anticipates,” “anticipated,” “should,” “think,”“thinks,” “designed to,” “foreseeable future,” “believe,” “believes” and “scheduled”and similar expressions. Readers are cautioned not to place undue reliance onthese forward-looking statements, which speak only as of the date the statementwas made. We do not intend, and are not undertaking any duty or obligation, toupdate any forward-looking statements to reflect developments or informationobtained after the date of this Exhibit 99.1.

Our actual results maydiffer significantly from the results discussed in forward-looking statements.Factors that might cause such a difference include, but are not limited to (a) thegeneral political, military, economic and competitive conditions in the UnitedStates and other markets where we operate; (b) changes in capitalavailability or costs, such as changes in interest rates, market perceptions ofthe industry in which we operate, security ratings or general stock marketfluctuations; (c) employee workforce factors; (d) authoritativegenerally accepted accounting principles or policy changes from such standard-settingbodies as the Financial Accounting Standards Board, the Public CompanyAccounting Oversight Board and the Securities and Exchange Commission (“SEC”); (e) theimpact of corporate governance, accounting and securities law reforms by theUnited States Congress, the SEC and the New York Stock Exchange; (f) risksrelated to inventory, including warranty costs, obsolescence charges, excesscapacity and material and labor costs; and (g) the factors set forthbelow.

**Wemay fail to realize the anticipated benefits of our acquisition of ConnectivitySolutions because of the challenges of integrating and operating theConnectivity Solutions business.**

On January 31,2004, we acquired substantially all of the assets and assumed certain specifiedliabilities of the Connectivity Solutions business (“Connectivity Solutions”)of Avaya Inc. (“Avaya”). Although we expect to realize strategic,operational and financial benefits as a result of the Connectivity Solutionsacquisition, we cannot predict whether and to what extent such benefits will beachieved. There are significant challenges to integrating the ConnectivitySolutions operations into our business, including, but not limited to:

·       successfullymanaging the operations, manufacturing facilities and technology ofConnectivity Solutions;

·       maintainingand increasing the customer base for Connectivity Solutions products;

·       successfullymarketing and selling two potentially competing local area networks (“LAN”)products;

·       integratingmanagement information, inventory, accounting and sales systems of CommScopeand Connectivity Solutions; and

·       addressingsignificant operating losses related to certain product lines.

The Connectivity Solutions acquisition is significantto us in size and range of product offerings and we have not previously hadcomparable experience integrating operations as substantial and geographicallydiverse as those of Connectivity Solutions. As a result of this acquisition, wenow have subsidiaries or 

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representative branchoffices in numerous foreign countries, subjecting us to diverse foreign lawsand regulations.

In connection with our acquisition of ConnectivitySolutions, our wholly owned subsidiary Connectivity Solutions Manufacturing, Inc.(“CSMI”) assumed a collective bargaining agreement, with applicablemodifications, effective January 31, 2004 with the InternationalBrotherhood of Electrical Workers. This agreement expires on May 31, 2006.Disputes under this agreement, our inability to successfully negotiate futureagreements or attempts to organize our non-union employees could result indisruption of our operations and higher ongoing labor costs. Prior to theConnectivity Solutions acquisition, none of our domestic employees were subjectto a collective bargaining agreement.

Also, in connection with the Connectivity Solutionsacquisition, we assumed underfunded pension and retiree medical planliabilities for U.S. represented employees of CSMI. Declines in equity andfixed income markets could decrease the value of plan assets and furtherincrease the unfunded amount of our obligations under these plans, resulting inincreased costs and the possibility of having to establish a minimum pensionliability and record a charge to accumulated other comprehensive income/loss.

During October 2004, CSMI began implementation ofan organizational and cost reduction initiative at its Omaha, Nebraska facilitydesigned to improve the competitive position of its operations (the “October Initiative”).This October Initiative was substantially completed by June 30, 2005.As a result of this October Initiative, we recognized pretax restructuringcharges of $14.2 million and $3.6 million during the fourth quarter of2004 and the six months ended June 30, 2005, respectively.

Our failure tosuccessfully integrate and operate the Connectivity Solutions business and torealize the anticipated benefits of the acquisition and cost reductioninitiatives, could adversely impact our operating performance and financialresults.

**Thehistorical financial information of Connectivity Solutions is not necessarilyindicative of the future financial condition or performance of the ConnectivitySolutions business subsequent to the acquisition.**

The historicalfinancial information of Connectivity Solutions as a division of Avaya differsfrom the future financial condition and performance of the ConnectivitySolutions business subsequent to the acquisition because, among other reasons:

·       theConnectivity Solutions financial statements include assets and liabilities thatwere not acquired or assumed by us;

·       theConnectivity Solutions financial statements include an allocation of corporateoverhead from Avaya which would not be applicable after the acquisition;

·       thefinancial information does not reflect anticipated transaction costs orexpected synergies resulting from the acquisition;

·       thefinancial results of Connectivity Solutions may not be indicative of the actualresults of the Connectivity Solutions business when operated as a part of ourcompany; and

·       ConnectivitySolutions’ balance sheet as of September 30, 2003 does not reflect thecurrent market value of the assets acquired as of January 31, 2004.

Accordingly, thehistorical financial information of the Connectivity Solutions business as adivision of Avaya should not be relied upon as being indicative of the futurefinancial condition or performance of the Connectivity Solutions businesssubsequent to the acquisition.

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**Thepro forma financial information of CommScope and Connectivity Solutions is notnecessarily indicative of the future financial condition or performance of thecombined businesses.**

The pro forma financialinformation of CommScope with respect to the acquisition of ConnectivitySolutions that is included in our SEC filings is intended to provideinformation regarding how CommScope might have looked if the acquisition hadoccurred as of the dates indicated in such information. The amounts for theConnectivity Solutions business of Avaya included in this pro forma informationfor periods in the year ended December 31, 2003 and the month of January 2004are based on the historical results of the Connectivity Solutions business as adivision of Avaya, however, and therefore may not be indicative of the actualresults of the Connectivity Solutions business when operated as part ofCommScope going forward. Moreover, the pro forma information does not reflectall of the changes that may result from the acquisition, including, but notlimited to, challenges of transition, integration and restructuring associatedwith the transaction; challenges of achieving anticipated synergies; ability toretain qualified employees and existing business alliances; maintainingsatisfactory relationships with represented employees; and customer demand forConnectivity Solutions products. The pro forma adjustments represent management’sbest estimates based on information available at the time the pro formainformation was prepared and may differ from the adjustments that may actuallyhave been required. Accordingly, the pro forma financial information should notbe relied upon as being indicative of the historical results that would havebeen realized had the acquisition occurred as of the dates indicated or thatmay be achieved in the future.

**Ourdependence on commodities subjects us to price fluctuations which couldmaterially adversely affect our profitability.**

Our profitability may bematerially affected by changes in the market price and availability of certainraw materials, most of which are linked to the commodity markets. The principalraw materials we purchase are plastics and other polymers, copper, steel,fabricated aluminum and optical fiber. Polymers are used to insulate andprotect cables, and fabricated aluminum, copper and steel are used in theproduction of coaxial and twisted pair cables. Prices for copper,fluoropolymers and certain other polymers, derived from oil and natural gas,have increased substantially over the last twelve months. As a result, we havesignificantly increased our prices for certain products and may have toincrease prices again in the future. Delays in implementing price increases andour inability to achieve market acceptance of future price increases could havea material impact on the results of our operations.

**Oursales and profitability have been adversely affected by a reduction in capitalspending in the cable television and telecommunications industries.**

A substantialportion of sales of our Broadband segment products have come from sales ofcommunications cable products to the cable television industry. Demand for suchcommunications cable products depends primarily on capital spending by cabletelevision system operators for maintaining, constructing, rebuilding orupgrading their systems. Capital spending in the cable television andtelecommunications industries is cyclical. The amount of this capital spending,and, therefore, our sales and profitability, will be affected by a variety offactors, including, without limitation:

·       generaleconomic conditions;

·       availabilityand cost of capital;

·       changesin ownership of cable television operators;

·       cablesystem consolidation within the industry;

·       thefinancial condition of domestic and international cable television operatorsand their access to financing;

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·       competitionfrom satellite and wireless television providers and telephone companies;

·       technologicaldevelopments;

·       levelsof network maintenance spending; and

·       newlegislation and regulation of cable television operators.

In recent years, cabletelevision capital spending has been volatile and has experienced somesubstantial declines and we expect ongoing volatility in the near term. Wecannot assure you that cable television capital spending will not decrease inthe future or when, if at all, it will increase. Lack of demand could increasecompetition for existing customers and negatively affect pricing. In addition,if we are unable to adequately manage our costs in response to reduced demandfor our products, there could be a material adverse effect on ourprofitability.

**Thesales and profitability of Connectivity Solutions have been adversely affectedby a reduction in capital spending in the corporate information technologysector as well as in the telecommunications industry.**

The majority ofConnectivity Solutions sales have been derived from corporate informationtechnology spending by global enterprises. In recent years, global enterprisesreduced their information technology capital spending in light of, and to agreater extent than, the overall decline in the economy. In addition, asignificant portion of the sales of Connectivity Solutions historically werederived from capital spending by telecommunications service providers. Thesetelecommunications customers have greatly reduced their spending oncommunications equipment, as demand for products in the telecommunicationsequipment market remains at historically low levels due to general economicconditions and over-capacity in segments of the telecommunications industry. Ifcapital spending levels in the corporate information technology sector and inthe telecommunications industry continue to decline and/or do not increase, oursales and profitability relating to our Enterprise and Carrier segments will beadversely affected.

**Ourcommunications cable customers are subject to significant government regulationthat could materially adversely affect our business.**

In recent years, cabletelevision capital spending has been affected by new legislation and regulationon the federal, state and local level. Many aspects of government regulationare currently the subject of judicial proceedings and administrative orlegislative proposals. The Federal Communications Commission is continuing itsimplementation of the Telecommunications Act of 1996, referred to herein as the“Telecom Act” which, when fully implemented, may significantly impact thecommunications industry and alter federal, state and local laws and regulationsregarding the provision of cable, internet and telephony services. The TelecomAct eliminates substantially all restrictions on the entry of telephonecompanies and certain public utilities into the cable television business.Telephone companies may now enter the cable television business as traditionalcable operators, common carrier conduits for programming supplied by others,operators of wireless distribution systems or hybrid common carrier/cableoperator providers of programming on so-called “open video systems.” Theeconomic impact of the Telecom Act, ongoing litigation in this regard, otherrecent federal legislation and the rules implementing these laws on thecable television industry and, therefore, on our business, is still uncertain.

**Theloss of one or more of our principal customers, distributors, systemintegrators or value-added resellers could materially adversely affect us.**

Although the domestic cable television industry iscomprised of thousands of cable systems, a small number of cable televisionoperators own a majority of cable television systems and account for a majorityof the capital expenditures made by cable television operators. Although wesell to a wide variety of customers dispersed across many different geographicareas, sales to the five largest domestic broadband 

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service providersrepresented approximately 18% of our consolidated net sales for the six monthsended June 30, 2005. Accordingly, the loss of one or more of our principalcommunications cable customers could have a material adverse effect on ourresults of operations and financial condition.

We distribute enterpriseproducts and certain other products through a worldwide network of more than2,000 distributors, system integrators and value-added resellers. For the sixmonths ended June 30, 2005, sales of such products to the top threedistributors, system integrators and value-added resellers representedapproximately 43% of our consolidated net sales. In particular, Anixter International Inc.and affiliates accounted for approximately 34% of our consolidated net salesduring the six months ended June 30, 2005. The loss of one or more of ourprincipal distributors, system integrators or value-added resellers could havea material adverse effect on our results of operations and financial condition.In addition, selling products through distributors has associated risks,including, without limitation, that sales can be negatively affected on ashort-term basis as a result of changes in inventory levels maintained bydistributors; these inventory changes may be unrelated to the purchasing trendsby the ultimate customer.

**Consolidationamong our major customers could materially adversely affect our business.**

The telecommunications industry has experienced theconsolidation of many industry participants and this trend is expected tocontinue. In November, 2002, AT&T Broadband, the largest domestic multiplesystem operator and one of our significant customers, merged with Comcast Corporationto form a new company named Comcast Corporation, creating a concentrationfor us in the new merged entity. Mergers have recently been announced and/orclosed between Nextel Communications, Inc. and Sprint Corporation; SBCCommunications, Inc. and AT&T Corp.; and MCI, Inc. and VerizonCommunications Inc. A sale of substantially all of the assets of AdelphiaCommunications Corporation to Time Warner Inc. and Comcast Corporation has beenannounced.

Consolidations in thetelecommunications industry could result in delays in purchasing decisions bythe merged businesses, and we could play either a greater or lesser role insupplying products to the merged entity. These purchasing decisions of themerged companies could have a material adverse effect on our business. BecauseCommScope sells directly or indirectly to a very small group oftelecommunications service providers, primarily the former Bell operatingcompanies and their extended supply chain, consolidation of providers or theloss of access to their product portfolios could have a material adverse effecton our business and financial condition. In addition, we cannot determinewhether or to what extent future potential regional clustering of cable systemsand subscribers will delay expected cable spending or negatively impact oursales volumes or profits.

**Thefinancial condition of some of our major communications cable customers hasdeteriorated, which has resulted in write-offs and increased our credit risk.**

Some of our major communications cable customers haveexperienced financial difficulties as a result of weakness in thetelecommunications industry or for other reasons in the past few years.

One of our significant communications cable customers,Adelphia, filed for Chapter 11 debtor-in-possession reorganization on June 25,2002. During 2002, we wrote off $21.4 million of Adelphia receivables,which we sold in 2003. We have continued to do business with Adelphia duringits Chapter 11 reorganization, but we do not expect a significant recovery ofbusiness with Adelphia in the near term.

If the weakness in thetelecommunications industry continues, or if conditions deteriorate further, orfor other reasons, our customers may experience financial difficulties, becomesubject to government investigation or file with the courts seeking protectionunder the applicable bankruptcy or reorganization laws. Upon the financialfailure of a customer, we may experience losses as a result of our inability tocollect, in a timely manner or at all, the accounts receivable outstanding tosuch customer, as well as the 

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loss ofsuch customer’s ongoing business. If our customers fail to meet their paymentobligations to us, we could experience reduced cash flows and losses in excessof amounts reserved.

**Althoughwe believe that our existing goodwill and other intangible assets are notcurrently impaired, we may incur impairment charges related to these assets inthe future.**

Statement of Financial Accounting Standards No. 142,“Goodwill and Other Intangible Assets” requires the use of a nonamortizationapproach to account for purchased goodwill and other intangible assets withindefinite lives and also requires that such assets be tested for impairmentannually at the same time each year and on an interim basis when events or circumstanceschange. We elected to perform our annual impairment test as of August 31.We completed our most recent annual impairment tests as of August 31, 2004and believe that goodwill and other intangible assets with indefinite liveswere not impaired as of this date.

Existing goodwill, whichtotaled approximately $151 million as of June 30, 2005, arose fromprevious acquisitions accounted for under the purchase method of accounting. Inconnection with the acquisition of Connectivity Solutions, we recognized anintangible asset of approximately $12 million for trademarks which wasdetermined to have an indefinite life. If the current weakness in thetelecommunications industry is prolonged or further deteriorates, we cannotassure you that future tests will not result in impairment of existing goodwilland other intangible assets with indefinite lives and that potential futureimpairment will not materially adversely affect our results of operations andfinancial position.

**Wehave recognized impairment charges for fixed assets and may need to do so againin the future.**

As a result of the October Initiative at the CSMIOmaha, Nebraska facility, fixed assets (including production equipment and awarehouse building) that have been taken out of service and are no longerneeded were written down to their estimated fair value, resulting in pretaximpairment charges of $2.2 million and $6.8 million which wereincluded in the restructuring costs recognized in the six months ended June 30,2005 and the fourth quarter of 2004, respectively.

Long-lived assets must be tested for impairmentwhenever events or changes in circumstances indicate that their carryingamounts may not be recoverable. Due to the difficult business environment intelecommunications and the continuing decline in demand for certain of ourproducts, we recognized impairment charges of $31.7 million during thesecond quarter of 2003 primarily related to our broadband cable manufacturingassets. We previously recognized impairment charges of $25.1 millionduring the third quarter of 2002 primarily related to fixed assets used in themanufacture of our wireless, fiber optic cable and other telecommunicationsproducts. These impairment charges represented approximately 17% and 11% of ourtotal net property, plant and equipment as of June 30, 2003 and September 30,2002, respectively.

Utilization in ourfacilities is subject to change based on customer demand. We currently haveexcess capacity in our worldwide manufacturing operations and can give noassurances that we will not continue to have excess manufacturing capacity overthe long-term. If the current weakness in the telecommunications industry isprolonged or further deteriorates or we realign our manufacturing operations,we cannot assure you that future tests will not result in additional impairmentof long-lived assets and that potential future impairment of long-lived assetswill not materially adversely affect our results of operations and financialposition.

**Ourfailure to introduce new products successfully, and changes in technology,could materially adversely affect us.**

Many of our markets are characterized by advances ininformation processing and communications capabilities which require increasedtransmission speeds and greater capacity, or “bandwidth,” for carrying 

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information. Theseadvances require ongoing improvements in the capabilities of wire and cableproducts. We believe that our future success will depend in part upon ourability to enhance existing products and to develop and manufacture newproducts that meet or anticipate these changes. The failure to introducesuccessful new or enhanced products on a timely and cost-competitive basis orthe inability to continue to market existing products on a cost-competitivebasis could materially adversely affect our results of operations and financialcondition.

Fiber optic technologypresents a potential substitute for some of the communications cable productswe sell. A significant decrease in the cost of fiber optic systems could makethese systems superior on a price/performance basis to copper systems. Asignificant decrease in the cost of fiber optic systems would reasonably beexpected to have a materially adverse effect on our coaxial cable sales.

**Thecommunications cable industry is highly competitive globally and rapidtechnological change may lead to further competition.**

Our coaxial, fiber opticand electronic cable products compete with those of a substantial number offoreign and domestic companies, some of which have greater resources (financialor otherwise), or lower operating costs, than we have. The rapid technologicalchanges occurring in the telecommunications industry could lead to the entry ofnew competitors. Existing competitors’ actions, such as price reductions, useof Internet auctions or introduction of new innovative products, and newentrants may have a material adverse impact on our sales and profitability. Wecannot assure you that we will continue to compete successfully with ourexisting competitors or that we will be able to compete successfully with newcompetitors.

**Difficultieswith our key suppliers could materially adversely affect us.**

For certain of our raw material purchases, includingfluorinated ethylene propylene (“FEP”), copper rods, fine aluminum wire, steeland optical fiber, we are dependant on key suppliers.

FEP is the primary raw material used throughout theindustry for producing flame-retarding cables for LAN applications. There arefew worldwide producers of FEP and market supplies have been periodicallylimited over the past several years. Availability of adequate supplies of FEPwill be critical to future LAN cable sales growth. If FEP is not available inadequate quantities on acceptable terms, our results of operations andfinancial condition could be materially adversely affected.

We internally produce a significant portion of ourrequirements for fine aluminum wire, which is available externally from only alimited number of suppliers. Our failure to manufacture or adequately expandour internal production of fine aluminum wire, and/or our inability to obtainthese materials from other sources in adequate quantities on acceptable terms,could have a material adverse effect on our results of operations and financialcondition.

Optical fiber is a primary material used for makingfiber optic cables. There are few worldwide suppliers of these premium opticalfibers. Availability of adequate supplies of premium optical fibers will becritical to future fiber optic cable sales growth. We believe that our opticalfiber supply arrangements with two suppliers address concerns about thecontinuing availability of these materials to us, although there can be noassurance of this.

Our key suppliers couldexperience financial difficulties, or there may be global shortages of the rawmaterials we use, and our inability to find sources of supply on reasonableterms could materially adversely affect our ability to manufacture products ina cost-effective way.

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**Becauseof our vertical integration of supply and production of some products, adisruption or failure at one of our manufacturing facilities could materiallyadversely affect our ability to manufacture products at other manufacturingfacilities in a cost-effective and timely manner.**

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

**Ifour products or components purchased from our suppliers experience performanceissues, our business will suffer.**

Our business depends onour producing excellent products of consistently high quality. To this end, ourproducts, including components and raw materials purchased from our suppliers,are rigorously tested for quality both by us and our customers. Nevertheless,our products are highly complex and our customers’ testing procedures arelimited to evaluating our products under likely and foreseeable failurescenarios. For various reasons (including, among others, the occurrence ofperformance problems unforeseeable in testing), our products and components andraw materials purchased from our suppliers may fail to perform as expected.Performance issues could result from faulty design or problems inmanufacturing. We have experienced such performance issues in the past andremain exposed to such performance issues. In some cases, recall of some or allaffected products, product redesigns or additional capital equipment may berequired to correct a defect. In addition, we warrant or indemnify certainproducts for periods ranging from one to twenty-five years from the date ofsale, depending upon the product subject to the warranty. In particular, wewarrant the operation of our SYSTIMAX products for a period of 20 yearsfrom installation. Although historical warranty and indemnity claims have notbeen significant, we cannot assure you that future claims will not have a materialadverse effect on our results of operations and financial position. Anysignificant or systemic product failure could also result in lost future salesof the affected product and other products, as well as customer relationsproblems.

**Ourbusiness is subject to the economic uncertainties and political risks of makingand selling our products in foreign countries.**

With the acquisition ofConnectivity Solutions, we have significantly increased our internationalmanufacturing operations and international sales. For the six months ended June 30,2005, international sales represented approximately 34% of our net sales. Ourinternational sales and operations are subject to the risks inherent inoperating abroad, including risks with respect to currency exchange rates,economic and political destabilization, restrictive actions by foreigngovernments, nationalizations, the laws and policies of the United Statesaffecting trade, foreign investment and loans, foreign tax laws, compliancewith local laws and regulations, armed conflict, war, terrorism and majorhealth concerns (such as SARS).

**Potentialenvironmental liabilities may arise in the future and materially adverselyimpact our financial position.**

We are subject to various federal, state, local andforeign environmental laws and regulations governing, among other things,discharges to air and water, management of hazardous substances, handling anddisposal of solid and hazardous waste, and investigation and remediation ofhazardous substance contamination. Because of the nature of our business, wehave incurred and will continue to incur costs relating to compliance withthese environmental laws and regulations. Compliance with current laws andregulations has not had and is not expected to have a material adverse effecton our financial condition. However, new laws and regulations, including thoseregulating the types of substances allowable 

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in certain of our consumerproducts, stricter enforcement of existing laws and regulations, the discoveryof previously unknown contamination or the imposition of new remediation ordischarge requirements could require us to incur costs or become the basis fornew or increased liabilities that could have a material adverse effect on ourfinancial condition and results of operations.

Pursuant to theComprehensive Environmental Response, Compensation and Liability Act andsimilar state statutes, current or former owners or operators of a contaminatedproperty, as well as companies that generated, disposed of, or arranged for thedisposal of hazardous substances at a contaminated property can be held jointlyand severally liable for the costs of investigation and remediation of thecontaminated property, regardless of fault. Our present and past facilitieshave been in operation for many years and over that time, in the course ofthose operations, these facilities have used substances or generated anddisposed of wastes which are or might be considered hazardous. We have beenindemnified by prior owners and operators of certain of these facilities forcosts of investigation and/or remediation, but there can be no assurance thatwe will not ultimately be liable for some or all of these costs. Therefore, itis possible that environmental liabilities may arise in the future which we cannotnow predict.

**Althoughwe believe cash from operations and availability under our senior securedcredit facility provide adequate resources to fund ongoing operatingrequirements, we may be limited in our ability to obtain additional capital oncommercially reasonable terms.**

Although we believe cashfrom operations and availability under our senior secured revolving creditfacility provide adequate resources to fund ongoing operating requirements, wemay need to seek additional financing to compete effectively. Our public debtratings affect our ability to raise capital and the cost of that capital.Future downgrades of our debt ratings may increase our borrowing costs andaffect our ability to access the equity capital markets on terms and in amountsthat would be satisfactory to us.

**Ourindebtedness could restrict our operations, make us more vulnerable to adverseeconomic conditions and make it more difficult to invest in our business.**

Our current andfuture indebtedness could have important consequences. For example, it could:

·       impairour ability to obtain additional financing in the future;

·       reducefunds available to us for other purposes, including working capital, capitalexpenditures, research and development, strategic acquisitions and other generalcorporate purposes;

·       restrictour ability to introduce new products or exploit business opportunities;

·       increaseour vulnerability to economic downturns and competitive pressures in theindustry we operate in;

·       increaseour vulnerability to interest rate increases to the extent variable-rate debtis not effectively hedged;

·       limit,including as a result of the financial and other restrictive covenants in thatindebtedness, our ability to dispose of assets or borrow additional funds; and

·       placeus at a competitive disadvantage.

We may incur additionalindebtedness in the future under the revolving credit facility that is part ofour senior secured credit facility, through future debt issuances, assumed inconnection with future acquisitions or otherwise.

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**Asignificant uninsured loss or a loss in excess of our insurance coverage couldmaterially adversely affect our financial condition.**

We maintain insurancecovering normal business operations, including fire, property and casualtyprotection that we believe is adequate. We do not generally carry insurancecovering wars, acts of terrorism, earthquakes or other similar catastrophicevents. Because insurance has generally become more expensive, we may not beable to obtain adequate insurance coverage on financially reasonable terms. Asignificant uninsured loss or a loss in excess of our insurance coverage couldmaterially adversely affect our financial condition.

**Wehave in the past reduced the size of our workforce and may need to do so againin the future.**

In response to the levelof business and outlook for future business, in recent years we have reducedthe size of our workforce. During 2002 and 2003, we reduced our workforce by atotal of approximately 350 employees and recorded pretax charges relatedto these workforce reductions of approximately $2.5 million for employeetermination benefits during 2002. During the first quarter of 2004, we reducedour Connectivity Solutions segment workforce by 45 employees and recorded netpretax charges related to these workforce reductions of approximately$1.3 million for employee termination benefits. As a result of the October Initiativeat CSMI’s Omaha, Nebraska facility, we incurred pretax charges of$5.9 million related to employee severance costs, which were included inthe fourth quarter 2004 restructuring charge. This charge was reduced byreleasing $1.5 million of the reserve in the six months ended June 30,2005 as a result of fewer reductions in personnel under the initiative than weoriginally projected, primarily due to higher than anticipated levels ofbusiness volume. If we reduce our expectations for future business or realignour manufacturing operations, we may again reduce our workforce and incurrestructuring charges.

**Wemay experience difficulties in obtaining or protecting intellectual property.**

We may encounter difficulties, costs or risks inprotecting our intellectual property rights or obtaining rights to additionalintellectual property to permit us to continue or expand our business. Othercompanies, including some of our largest competitors, hold intellectualproperty rights in our industry and the intellectual property rights of otherscould inhibit our ability to introduce new products in our field of operationsunless we secure licenses on commercially reasonable terms, as such are needed.

In addition, we have beenrequired and may be required in the future to initiate litigation in order toenforce any patents issued or licensed to us or to determine the scope and/orvalidity of a third party’s patent or other proprietary rights. We also havebeen and may in the future be subject to lawsuits by third parties seeking toenforce their own intellectual property rights. Any such litigation, regardlessof outcome, could subject us to significant liabilities or require us to ceaseusing proprietary third party technology and, consequently, could have amaterial adverse effect on our results of operations and financial condition.

**Wemay experience significant variability in our effective income tax rate.**

Our acquisition of Connectivity Solutionssignificantly expanded our international activities in jurisdictions withdiffering tax rates. Variability in the profitability of domestic andinternational activities may significantly impact our effective income taxrate. A significant increase in our effective income tax rate could have amaterial impact on our results of operations.

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