Exhibit99.3

**Forward-Looking Statements and Risks and Future FactorsImpacting Tellabs**

 Pressreleases and the reports and other documents we file with the Securities andExchange Commission may contain or incorporate by reference forward-lookingstatements made pursuant to the safe harbor provisions of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended.   Thesestatements reflect management's expectations, estimates and assumptions, basedon information available at the time the document, or any document incorporatedtherein by reference, was prepared.  These forward-looking statements include, but are not limited to,statements regarding future events, plans, goals, objectives and expectations.The words "anticipate," "believe," "estimate," "target," "expect," "plan,""intend," "likely," "will," "should" and similar expressions are intended toidentify forward-looking statements.  Forward-looking statements are not guarantees of future performance andinvolve risks, uncertainties and other factors which may cause our actualperformance or achievements to be materially different from any future results,performance or achievements expressed or implied by those statements.  Important factors that could cause ouractual operating results and financial condition to differ materially from thosein forward-looking statements include, but are not limited to, those indicatedbelow.   We undertake no obligationto publicly update or revise any forward-looking statements to reflect changedassumptions, the occurrence of anticipated or unanticipated events or changes tofuture results over time.   You arecautioned not to rely on forward-looking statements.  

**Our business may be adversely affected bygeneral economic and market conditions.**

 Our business is subject to theeffects of general economic conditions in the United States and globally, and,in particular, market conditions in the communications and networkingindustries.   In recent quarters, ouroperating results have been adversely affected as a result of recent unfavorableeconomic conditions and reduced capital spending throughout our customer base,particularly in the United States.  If the economic conditions in the United States and globally do notimprove, or if we experience a worsening in the United States or a globaleconomic slowdown, we may continue to experience adverse impacts on ourbusiness, operating results and financial condition.

**The market for communications equipmentproducts and services is rapidly changing.**

 In the past, our principalproduct offerings have been products designed to connect and transmitinformation on traditional telephony networks.  With the growth of multimediaapplications and the development of enhanced Internet, data, video and voiceservices, our recent product offerings and research and development efforts havebeen and are focused on emerging technologies and network equipment, softwareand integration service offerings for communications equipmentapplications.   The market forcommunications network equipment, software and integration services is rapidlychanging.   Our future growth will bedependent in part on our ability to develop successfully and introducecommercially new products for this market.  Our future will also depend on the growth of the communications equipmentmarket.   The growth in the marketfor communications equipment products and services is dependent on a number offactors.   These factorsinclude:

·        the amount ofcapital expenditures by telecommunications serviceproviders;
·        regulatory andlegal developments;

·        changes to capitalexpenditure rates by network providers due to consolidation among ourcustomers;

·        the addition of newcustomers to the market; and

·        end-user demand forintegrated Internet, data, video, voice and other networkservices.

We cannot predict whether the market for communicationsequipment products and services will develop rapidly.  The recent slowdown in the generaleconomy, changes in the service provider market, and the constraints on capitalavailability have had a material adverse effect on the markets where we sell ourproducts and services.   Also, wecannot predict with certainty technological trends or new products in thismarket.   In addition, we cannotpredict whether our products and services will meet with market acceptance or beprofitable.   We may not be able tocompete successfully, and competitive pressures may adversely affect ourbusiness, operating results and financial condition.

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**Demand for our products may decrease if weare unable to anticipate and adapt to rapidly changingtechnology.**

 The communications equipmentindustry is characterized by rapid technological change.  In our industry, we also face evolvingindustry standards, changing market conditions and frequent new product andservice introductions and enhancements.  The introduction of products using new technologies or the adoption ofnew industry standards can make existing products or products under developmentobsolete or unmarketable.   In orderto grow and remain competitive, we will need to adapt to these rapidly changingtechnologies, to enhance our existing solutions and to introduce new solutionsto address our customers' changing demands.

 In addition, new productdevelopment often requires long-term forecasting of market trends, developmentand implementation of new technologies and processes, and a substantial capitalcommitment.   We have invested, andwe will continue to invest, substantial resources for the development of newproducts.   We may experiencedifficulties that could delay or prevent the successful design, development,introduction or marketing of new solutions.  In addition, these new solutions andenhancements must meet the requirements of our current and prospective customersand must achieve significant market acceptance.  If we fail to anticipate or respond on acost-effective and timely basis to technological developments, changes inindustry standards or customer requirements, or if we have any significantdelays in product development or introduction, our business, operating resultsand financial condition could be adversely affected.

**Our industryis highly competitive.**

Competition in the communications equipment industry isintense.   We believe thatcompetition may increase substantially with the increased use of broadbandnetworks.   We believe our success incompeting with other manufacturers of communications equipment products andservices will depend primarily on our engineering, manufacturing and marketingskills, the price, quality and reliability of our products, our delivery andservice capabilities and our control of operating expenses and management ofassets.   Pricing pressures couldincrease from current and future competitors and customers.  Many of our foreign and domesticcompetitors (both current and new) have more engineering, manufacturing,marketing, financial and personnel resources available to them.  Competition may also be affected byconsolidation among communications equipment providers as well as entrants intothe telecommunications market.   As aresult, other providers may be able to respond more quickly to new or emergingtechnologies and changes in customer requirements.  We cannot predict whether we will beable to compete successfully with current and future competitors using ourexisting and new products and services.  In addition, we believe that technological change, the increasingaddition of Internet, data, video, voice and other services to networks, thepossibility of regulatory changes and industry consolidation of new entrantswill continue to cause rapid evolution in the competitive environment.  The full scope and nature of thesechanges are difficult to predict at this time.  Increased competition could lead toprice cuts, reduced gross margins and loss of market share, which may adverselyaffect our business, operating results and financialcondition.

**Our operatingresults fluctuate significantly.**

Our operating results vary significantly from quarter toquarter.   These fluctuations are theresult of a number of factors, including:

·         the volume andtiming of orders from and shipments to our customers;
·         the timing of andour ability to obtain new customer contracts;

·         the timing of andour ability to recognize revenue for product and servicesales;

·         the timing of newproduct and service announcements;

·         the availability ofproducts and services;

·         the overall levelof capital expenditures by our customers;

·         the marketacceptance of new and enhanced versions of our products and services orvariations in the mix of products and services we sell;

·         the utilization ofour production capacity and employees; and

·         the availabilityand cost of key components.

Our recent operating results may not be a good predictorof our results in future periods.  The recent economic downturn has caused a significant change in ourshort-term growth strategy and, therefore, may not be an accurate indicator offuture operating results.   Ourexpense levels are based in part on expectations of future revenues.  If revenue levels in a particular periodare lower than expected, our operating results will be adversely affected.  In addition, our operating results maybe subject to seasonal factors.  With the introduction of new products and the timing of acceptance ofthose products by our customers, the revenues associated with the sale of suchproducts may be deferred longer than our other legacyproducts.

**We may not realize expected benefits from anyrestructuring initiatives.**

 We recently announced aninitiative to focus our business on core operations performance by restructuringand streamlining operations.   Inlight of our rapidly changing market, we cannot predict whether we will realizeexpected synergies and improved operating performance as a result of anyrestructuring and streamlining of operations or whether we will need to engagein any further restructuring activities in the future.  We also cannot predict whether anyrestructuring and streamlining of operations will adversely affect our abilityto retain key employees, which, in turn, would adversely affect our operatingresults.   Further, in the events themarket fluctuates up or down, we may not have the appropriate level of resourcesand personnel to appropriately react to the change.

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**Conditions ininternational markets could affect our operations.**

Due to our international sales and our internationalmanufacturing and software development operations, we are subject to the risksof conducting business internationally.  These risks include:

·         local economic andmarket conditions;
·         political andeconomic instability;

·         unexpected changesin our impositions of legislative or regulatoryrequirements;

·         fluctuations in theexchange rate of the U.S. dollar;

·         tariffs and otherbarriers and restrictions;

·         longer paymentcycles;

·         difficulties inenforcing intellectual property and contract rights;

·         greater difficultyin accounts receivable collection;

·         potentially adversetaxes; and

·         the burdens ofcomplying with a variety of foreign laws and telecommunicationsstandards.

We also are subject to general geopolitical risks, suchas political and economic instability and changes in diplomatic and traderelationships.   We maintain businessoperations and have sales in many international markets.  Economic conditions in many of thesemarkets represent significant risks to us.  We cannot predict whether our sales and business operations in thesemarkets will be adversely affected by these conditions.  Instability in foreign markets,particularly in Asia, Latin America and the Middle East, could have a negativeimpact on our business, financial condition and operation results.  In addition to the effect ofinternational economic instability on foreign sales, domestic sales to U.S.customers having significant foreign operations could be adversely impacted bythese economic conditions, which may adversely affect our business, financialcondition and operating results in the future.

**Ourintellectual property rights may not be adequate to protect ourbusiness.**

Our future success depends in part upon our proprietarytechnology.   Although we attempt toprotect our proprietary technology through patents, copyrights and tradesecrets, we cannot predict whether such protection will indeed prevent othersfrom using our technology, or whether our competitors can develop competitivetechnology independently without violating our proprietaryrights.

**We mayreceive third-party infringement claims related to ourbusiness.**

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As the competition in the communications equipmentindustry increases and the functionality of the products in this industryconverges, companies in the communications equipment industry increasingly maybecome the target of infringement claims.  We have received and may continue to receive notices from third parties,including some of our competitors, claiming that we are infringing third-partypatents or other proprietary rights.  Such third parties may choose to litigate their claims and we cannotpredict whether we will prevail in such litigation over third-party claims.  We also cannot predict whether we willbe able to secure, on commercially reasonable terms, any licenses that we mayseek to secure.   Third-party claims,whether with or without merit, can result in costly litigation, divert ourmanagement's time, attention and resources, delay or halt our product shipments,require us to pay damages, require us to enter into royalty-bearing licensingarrangements or otherwise impose obligations or restrictions upon us which couldadversely affect our business, financial condition and operatingresults.

**We may beunable to identify or complete strategic dispositions, acquisitions andinvestments.**

Our decision to dispose or otherwise exit businesses mayresult in the recording of accrued liabilities for special one-time charges,such as workforce reduction costs, closure of excess facilities, and excessinventory write-offs.   Furthermore,estimates with respect to the useful life and ultimate recoverability of ourcarrying basis of assets, including goodwill and purchased intangible assets,could change as a result of such dispositions.  Our long-term growth strategy includesthe continued acquisition of, or investment by us in, complementary businesses,products, services or technologies.  We cannot assure that we will be able to identify suitable acquisitionsor investment candidates.   Even ifwe identify suitable candidates, we cannot assure that we will be able to makeacquisitions or investments on commercially acceptable terms, if at all.  If we acquire a company, we may havedifficulty assimilating its businesses, products, services, technologies andpersonnel into our operations.  These difficulties could disrupt our ongoing business, distract ourmanagement and workforce, increase our expenses and adversely affect ouroperating results.   In addition, wemay incur debt or be required to issue equity securities to pay for futureacquisitions or investments.   Theissuance of any equity securities could be dilutive to our stockholders.  We may also need to make furtherinvestments to support the acquired company and may have difficulty identifyingand acquiring the appropriate resources.

**We mayencounter difficulties obtaining raw materials and supplies needed to make ourproducts and retaining personnel to install and service ourproducts.**

Our ability to produce our products is dependent uponthe availability of certain raw materials and supplies.  The availability of these raw materialsand supplies is subject to market forces beyond our control.  From time to time there may not besufficient quantities of raw materials and supplies in the marketplace to meetthe customer demand for our products.  In addition, the costs to obtain these raw materials and supplies aresubject to price fluctuations because of market demand.  Many companies utilitize the same rawmaterials and supplies in the production of their products as we use in ourproducts.   Companies with moreresources than our own may have a competitive advantage in obtaining rawmaterials and supplies due to greater buying power.  Servicing our products also requirescertain raw materials, supplies and personnel.  The availability of these resources issimilarly subject to market forces and availability beyond our control.  The ability to attract and retainpersonnel in the geographic areas that our customers need our services may alsobe restricted by market and competitive pressures.  Reduced supply and higher prices of rawmaterials, supplies and personnel may adversely affect our business, operatingresults and financial condition.

**Theregulatory environment in which we operate is changing.**

The communications equipment industry is subject toregulation in the United States and other countries.  Our business is dependent upon thecontinued growth of the telecommunications industry in the United States andinternationally.   Federal and stateregulatory agencies regulate most of our domestic customers.  In early 1996, the U.S.Telecommunications Act of 1996 was enacted.  The Telecommunications Act liftedcertain restrictions on the ability of companies, including the Regional BellOperating Companies and other customers of ours, to compete with oneanother.   The Telecommunications Actalso made other significant changes in the regulation of the telecommunicationsindustry.   Although these changeshave increased our opportunities to provide solutions for our customers'Internet, data, video and voice needs, recent consolidation and failures in thetelecommunications industry have limited the number of customers available andincreased the amount of excess equipment available.  Additionally, competition in our marketscould intensify as a result of future changes or new regulations in the UnitedStates or internationally, which could adversely affect our business, operatingresults and financial condition.

**Our stockprice is volatile.**

Based on the trading history of our common stock and thenature of the market for publicly traded securities of companies in ourindustry, we believe that some factors have caused and are likely to continue tocause the market price of our common stock to fluctuate substantially.  These factorsinclude:

·        announcements of new products andservices by us or our competitors;
·        quarterly fluctuations in ourfinancial results or the financial results of our competitors or ourcustomers;

·        customer contract awards to us or ourcompetitors;

·        increased competition with ourcompetitors or among our customers;

·        introduction of new competitors andtechnology;

·        consolidation of our customers or ourcompetitors;

·        disputes concerning intellectualproperty rights;

·        developments in telecommunicationsregulations;

·        general conditions in thecommunications equipment industry; and

·        general economicconditions.

In addition, communications equipment company stockshave experienced significant price and volume fluctuations that are oftenunrelated to the operating performance of such companies.  This market volatility may adverselyaffect the market price of our common stock.

**We aredependent upon key personnel.**

Like all high-technology companies, our success isdependent on the efforts and abilities of our senior management and otherqualified employees. Our ability to attract, retain and motivate skilledemployees and other senior management personnel is critical to our continuedgrowth.   The competition forqualified employees, and particularly engineers, programmers and systemsanalysts, has been and likely will continue to be intense.  In addition, because we may acquire oneor more businesses in the future, our success will depend, in part, upon ourability to retain and integrate our own operations personnel with personnel fromacquired entities who are necessary to the continued success or the successfulintegration of the acquired businesses.  Moreover, due to our recent initiative to focus our business on coreoperations and improve our operating performance by restructuring andstreamlining operations, we cannot assure of our ability to attract and retainkey personnel.
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