EXHIBIT 99.1

                                 COMMSCOPE, INC.
                           FORWARD-LOOKING INFORMATION


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

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

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

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

      o general economic conditions;

      o availability and cost of capital;

      o changes in ownership of cable television operators;

      o cable system consolidation within the industry;

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

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

      o technological developments;

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      o new legislation and regulation of cable television operators; and

      o government investigations into industry practices.

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

WE MAY FAIL TO REALIZE THE ANTICIPATED BENEFITS OF THE ACS ACQUISITION IF THE
ACQUISITION IS NOT COMPLETED OR BECAUSE OF THE CHALLENGES OF ADDING THE ACS
BUSINESS.

  On October 26, 2003, we signed a definitive agreement to acquire the
Connectivity Solutions business of Avaya Inc. ("ACS"). Our ability to complete
the transaction depends on, among other things, successfully obtaining adequate
financing and regulatory approvals. We cannot assure you that the acquisition
will be completed or, if completed, that it will be completed on the terms
presently contemplated. If the acquisition of ACS is completed, we cannot assure
you that we will receive the expected benefits because of the challenges of
adding the ACS business.

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

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

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

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

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

  Although the domestic cable television industry is comprised of thousands of
cable systems, a small number of cable television operators own a majority of
cable television systems and account for a majority of the capital expenditures
made by cable television operators. Although we sell to a wide variety of
customers dispersed across many different geographic areas, sales to the five
largest domestic broadband service providers represented approximately 48% of
our net sales during 2002 and 40% in the nine months ended September 30, 2003.
In addition, our products are sold and used in a wide variety of applications.
Our products primarily are sold directly to cable system operators,
telecommunications companies, original equipment manufacturers and indirectly
through distributors. Accordingly, the loss of one or more of our principal
customers could have a material adverse effect on our business and financial
condition.

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

  The telecommunications industry has experienced the consolidation of many
industry participants and this trend is expected to continue. We and one or more
of our competitors may each supply product to businesses that have merged or
will merge in the future. Consolidations could result in delays in purchasing
decisions by the merged businesses, and we could play either a greater or lesser
role in supplying products to the merged entity. These purchasing decisions of
the merged companies could have a material adverse effect on our business. In
November 2002, AT&T Broadband, the largest domestic multiple system operator and
one of our significant customers, merged with Comcast Corporation to form a new
company named Comcast Corporation, referred to herein as Comcast, creating a
significant concentration of credit risk in the new merged entity. For the nine
months ended September 30, 2003, Comcast represented approximately 19% of our
net sales. We cannot determine whether the AT&T Broadband-Comcast merger, or
subsequent potential regional clustering of cable systems and subscriber trades,
will delay expected cable spending or negatively impact our sales volumes or
profits.

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

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

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

  Accounts receivable from Comcast, comprised approximately 18% of our net
accounts receivable as of September 30, 2003. Accounts receivable from another
customer comprised approximately 11% of our net accounts receivable as of
September 30, 2003. An adverse change in the financial condition of a
significant customer or group of customers could result in increased credit
risk. If we are unable to collect the related accounts receivable, it could have
a materially adverse impact on our results of operations and financial
condition.

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

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

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

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

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

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

      o dispose of assets;

      o incur additional indebtedness;

      o incur liens on property or assets;

      o repay other indebtedness;

      o pay dividends;

      o enter into certain investments or transactions;

      o repurchase or redeem capital stock;

      o engage in mergers or consolidations;

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

      o guarantee the obligations of others; or

      o make additional investments in or loans to OFS BrightWave.

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

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

  In connection with the acquisition of ACS, we intend to enter into a new
senior secured credit facility underwritten by Wachovia Securities in the amount
of approximately $150 million, subject to adjustment, that we expect to contain
substantially similar covenants and be similarly secured.

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

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

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

  SFAS No.142 also requires that goodwill be tested for impairment annually at
the same time each year and on an interim basis when events or circumstances
change. We elected to perform our annual goodwill impairment test as of August
31. We completed the annual goodwill impairment test as of August 31, 2003 and
believe that goodwill was not impaired as of this date.

  Existing goodwill, which totaled $151 million as of December 31, 2002 and
September 30, 2003, arose from previous acquisitions accounted for under the
purchase method of accounting. If the current weakness in the telecommunications
industry is prolonged or further deteriorates, we cannot assure you that future
tests will not result in impairment of existing goodwill and that potential
future goodwill impairment will not materially adversely affect our results of
operations.

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

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

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

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

  Fiber optic technology presents a potential substitute for the products that
comprise most of our sales. Fiber optic cables have penetrated the cable
television and local area network markets we serve in high-bandwidth
point-to-point and trunking applications. Fiber optic cables have not
significantly penetrated the local distribution and residential application
markets we serve because of the high relative cost of electro-optic interfaces

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and the high cost of fiber termination and connection. At the same time,
advances in data transmission equipment and copper cable technologies have
increased the relative performance of copper-based cables which are our
principal products. However, a significant decrease in the cost of fiber optic
systems could make these systems superior on a price/performance basis to copper
systems. A significant decrease in the cost of fiber optic systems would likely
have a materially adverse effect on our coaxial cable sales.

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

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

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

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

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

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

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

DIFFICULTIES WITH OUR KEY SUPPLIERS COULD MATERIALLY ADVERSELY AFFECT US.

  A portion of our raw material purchases are bimetallic center conductors for
coaxial cables. During the nine months ended September 30, 2003, we produced
some of our requirements internally and purchased the remaining amount from
Copperweld Corporation, referred to herein as Copperweld. Purchases from
Copperweld totaled less than 5% of our total raw material purchases for that
period. We are currently capable of internally producing essentially all of our
requirements for bimetallic center conductors. Management believes that our

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internal production of these products will be sufficient to meet nearly all of
our requirements for the remainder of 2003. However, the loss of our ability to
produce bimetallic center conductors would likely require the purchase of
bimetallic center conductors from Copperweld or other sources, which are
limited. Although the parent of Copperweld has filed for Chapter 11
debtor-in-possession reorganization, management does not believe this will
affect our supply arrangement with Copperweld. Copperweld's inability to supply,
and/or our failure to manufacture or adequately expand our internal production
of these products, could have a materially adverse effect on our business and
financial condition.

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

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

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

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

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

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

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

  We internally produce a significant portion of some of the components used in
our finished products, including bimetallic center conductors and fine aluminum
wire, at certain of our manufacturing facilities. Disruption at these facilities

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due to failure of our technology, fire, electrical outage, natural disaster,
acts of terrorism or some other catastrophic event could materially adversely
affect our ability to manufacture products at our other manufacturing facilities
in a cost-effective and timely manner.

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

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

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

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

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

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

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

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

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

  Although we believe cash from operations and availability under our senior
secured revolving credit facility provide adequate resources to fund ongoing
operating requirements, we may need to seek additional financing to compete
effectively. Our public debt ratings affect our ability to raise capital and the
cost of that capital. In April 2003, Standard & Poor's Rating Services ("S&P")
announced that it lowered its corporate credit rating on CommScope to "BB" from
"BB+" and its subordinated debt rating to "B+" from "BB-." Although S&P
indicated that the outlook for CommScope is stable, the downgrade was mainly
based on reduced sales and profitability forecasts. On October 27, 2003 each of
S&P and Moody's Investors Service announced that they placed our credit ratings
under review for possible downgrade prompted by our announcement of the ACS
acquisition. Downgrades of our debt ratings may increase our borrowing costs and
affect our ability to access the equity capital markets on terms and in amounts
that would be satisfactory to us.

WE MAY EXPERIENCE DIFFICULTIES IN OBTAINING OR PROTECTING INTELLECTUAL
PROPERTY.

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

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

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

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

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

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

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

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

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

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

      o place us at a competitive disadvantage.

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<PAGE>

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

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

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

  In response to the level of business and outlook for future business, we have
reduced the size of our workforce. We reduced our workforce by approximately 200
employees during the third quarter of 2002. In December 2002, we announced an
additional reduction of our workforce of approximately 150 employees that was
effective in January 2003. We recorded total pretax charges related to these
workforce reductions of approximately $2.2 million for employee termination
benefits during 2002. Since the beginning of 2001, our number of employees has
declined from approximately 4,000 to approximately 2,600 as of September 30,
2003. If we reduce our expectations for future business we may further reduce
our workforce and incur restructuring costs or impairment charges if we adopt a
restructuring plan in response to changing business conditions.

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

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

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

      o changes in financial estimates by research analysts;

      o actual or anticipated changes in the United States economy;

      o armed conflict, war or terrorism;

      o a prolonged downturn in the telecommunications industry;

      o changes in the market valuations of other cable manufacturers;

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

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

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