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,
2001, 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, 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, Securities and Exchange Commission and the New York Stock
Exchange; (f) significant joint ventures and acquisitions and the factors set
forth below.

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

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

      o general economic conditions;

      o availability and cost of capital;

      o changes in ownership of cable television operators;

      o cable system consolidation within the industry;

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

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


      o technological developments;

      o new legislation and regulation of cable television operators; and

      o government investigations into industry practices.

      During the nine months ended September 30, 2002, cable television
capital spending decreased significantly and we expect this decline to
continue 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, primarily as a result of its
chapter 11 bankruptcy filing.  A shift away from rebuilding or upgrading
activities has negatively impacted our profit margins.  We cannot assure you
that cable television capital spending will not continue to decrease in the
future or when, if at all, it will increase.  In addition, if we are unable
to adequately manage our costs in response to reduced demand for our
products, there could be a material adverse effect on our profitability.

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

      Demand for our products depends primarily on cable system operators,
wireless service providers, alternate service providers, and other customers
and third parties continuing to construct, maintain, rebuild, and upgrade
their wired and wireless communication infrastructure.  The current 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
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, which we refer to 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
federal legislation, and the rules implementing these laws on the cable
television industry and our business is still uncertain.

THE LOSS OF ONE OR MORE PRINCIPAL CABLE TELEVISION 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. The loss of one or
more principal cable television customers could have a material adverse
effect on our business and financial condition.


                                       2



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.  AT&T's cable division, AT&T Broadband, is
the largest domestic multiple system operator and is one of our significant
customers.  AT&T and Comcast have announced a merger of AT&T Broadband and
Comcast into a new company to be called AT&T Comcast Corporation. We believe
the pending AT&T Broadband-Comcast merger may increase our concentration of
credit risk in the future merged entity, depending upon the extent of our
sales to the future merged entity.  We cannot determine whether the pending
AT&T Broadband-Comcast merger, or subsequent potential regional clustering of
cable systems and subscriber trades, will delay expected cable spending or
negatively impact our sales volumes or profits.

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

      One of our significant customers, Adelphia, filed for chapter 11
debtor-in-possession reorganization on June 25, 2002.  During the nine months
ended September 30, 2002, we took an after-tax charge of $13.5 million
related to the write-off 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.

WE EXPECT BRIGHTWAVE TO CONTINUE TO INCUR SUBSTANTIAL LOSSES THAT COULD
ADVERSELY AFFECT OUR RESULTS.

      BrightWave incurred substantial losses for the nine months ended
September 30, 2002 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 business conditions in telecommunications, we expect
ongoing pricing pressure and weak demand industry wide for fiber optic cable
products.  Based on these expectations, we believe that BrightWave will
continue to incur losses at least through the remainder of 2002, including
additional restructuring costs.  If BrightWave continues to incur losses we
will continue to recognize noncash equity method losses from our investment
in BrightWave, which will adversely affect our results of operations.  At
September 30, 2002, BrightWave owed $23.9 million under a $30 million
revolving note agreement and we expect to advance the remaining $6.1 million
balance under this note during the fourth quarter of 2002.  Beyond this
remaining balance under the revolving note agreement, we are not required to
make any additional investments in the form of loans or capital contributions
to BrightWave; however, our failure to do so could result in the dilution of
our ownership percentage.


                                       3



OUR OWNERSHIP OF A MINORITY EQUITY INTEREST IN 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 BrightWave exposes us to
risks of limited control.  Additional potential risks and uncertainties
include, but are not limited to, the ability of BrightWave to successfully
manage its operations and related technologies effectively, the ability of
BrightWave to maintain Lucent's customer base, the ability of BrightWave to
recruit and retain qualified employees, pricing and acceptance of
BrightWave's products, BrightWave intellectual property rights and
telecommunications industry capital spending.  BrightWave is party to
manufacturing and supply agreements with OFS Fitel, LLC, which is wholly
owned indirectly by 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
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
BrightWave to Furukawa for a cash payment equal to our original investment in
BrightWave.  A decline in Furukawa's financial condition could negatively
impact the value of our investment in BrightWave and our ability to exercise
our contractual right to sell our ownership in BrightWave to Furukawa which
could materially adversely affect our financial condition.  Actions by
Furukawa or BrightWave, or the inability of BrightWave to operate according
to its business plans, may adversely affect our results of operations.

THE RESTRICTIONS IMPOSED BY OUR EURODOLLAR CREDIT AGREEMENT AND AN OPERATING
LEASE COULD NEGATIVELY AFFECT OUR BUSINESS AND OUR FAILURE TO COMPLY WITH
THESE RESTRICTIONS COULD RESULT IN A DEFAULT UNDER OUR EURODOLLAR CREDIT
AGREEMENT AND THE OPERATING LEASE.

      An operating lease for our corporate office building and our $10 million
eurodollar credit agreement contain 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.


                                       4



      In addition, the operating lease and our eurodollar credit agreement
contain financial covenants, including:

      o a total debt to EBITDA ratio;

      o an interest coverage ratio; and

      o a minimum net worth requirement.

      Our compliance with our covenants in the future may be affected by
events beyond our control.  Our noncompliance with these covenants could
create a default under these agreements, resulting in potential termination
of the lease and/or potential acceleration of repayment of our obligation
under the eurodollar credit agreement.  Upon termination of the operating
lease, the Company would be obligated to either purchase the facility for $13
million or market it for sale on the counterparty's behalf.

      We were not in compliance with the amended total debt to EBITDA ratio
covenant under the operating lease and the eurodollar credit agreement as of
September 30, 2002, and based on our current forecasted operating results, we
believe it is likely that we will not be in compliance with this covenant as
of December 31, 2002.  However, we were able to obtain temporary covenant
waivers, which expire on December 31, 2002, for both agreements.  We intend
to amend or replace these agreements, if able to do so under acceptable
terms; otherwise, we intend to pay the associated obligations using existing
cash balances or pursue extensions of the existing temporary covenant waivers.
However, given the current credit environment and our recent operating results,
we believe it is likely that the terms under which these two existing
agreements can be further amended or replaced, if at all, will be less
favorable to us than the current terms of these agreements.

      As of November 4, 2002, we terminated our amended $250 million revolving
credit agreement, which was scheduled to expire on December 31, 2002.  We had
no outstanding indebtedness under this terminated facility and ended the
third quarter of 2002 with $132 million of cash and cash equivalents on our
balance sheet.  We expect to enter into a new secured credit facility of up
to $125 million during the fourth quarter of 2002; however, we cannot assure
you that we will be able to do so.  Further, given the current credit
environment and our recent operating results, we believe it is likely that
the terms of this new secured credit facility will be less favorable to us
than the terms of the recently terminated facility.

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

      We have 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 have completed the annual goodwill impairment test


                                       5


as of August 31, 2002 and believe that goodwill was not impaired as of this
date.

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

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

      Effective January 1, 2002, we adopted SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets," which supersedes SFAS No. 121,
"Accounting for the Impairment or Disposal of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," but retains many of its fundamental
provisions.  Long-lived assets must be tested for impairment in accordance
with SFAS No. 144 whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable.  Due to the difficult business
environment in telecommunications and the continuing decline in demand for
our products, we recognized impairment charges of $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 10% of our
total net property, plant and equipment as of September 30, 2002.  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 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 adversely affect our business and
financial condition.

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


                                       6


rapid technological changes occurring in the telecommunications industry
could lead to the entry of new competitors. Existing competitors' actions,
such as price reductions or introduction of new innovative products, and new
entrants may have an 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 significant adverse
impact on our sales and profitability.

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

      The principal raw materials we purchase are fabricated aluminum,
plastics, 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 negative effect on demand for our
products.

DIFFICULTIES WITH OUR KEY SUPPLIERS COULD ADVERSELY AFFECT US.

      A portion of our raw material purchases are bimetallic center conductors
for coaxial cables.  Management believes that our internal production of
certain bimetallic center conductors, together with our current supply
arrangement with Copperweld Corporation, addresses concerns regarding the
continuing availability of these key materials and enhances our ability to
support the demand for broadband cable.  If we are unable to continue to
purchase the necessary quantities of bimetallic center conductors from
Copperweld, we may be unable to obtain these raw materials on commercially
acceptable terms from another source.  There are few, and limited,
alternative sources of supply for these raw materials.  We produce a
substantial portion of our bimetallic center conductor requirements.
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.  However, the loss of
Copperweld as a supplier of bimetallic center conductors, Copperweld's
inability to supply, and/or our failure to manufacture or adequately expand
our internal production of these products, could have a material adverse
effect on our business and financial condition.

      In addition, we purchase fine aluminum wire from a limited number of
suppliers.  Fine aluminum wire is a smaller raw material purchase than
bimetallic center conductors and we produce a significant portion of our
demand internally.  However, neither of these major raw materials could be
readily replaced in sufficient quantities if all supplies from the respective
primary sources were disrupted for an extended period and we were unable to
continue to vertically integrate the production of these products. In such
event, there could be a materially adverse impact on our financial results.

      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.
While currently there is adequate supply of optical fiber, there are few
worldwide suppliers of optical fiber and market supplies have been tight in


                                       7


the past.  Availability of adequate supplies of optical fiber will be
critical to future fiber optic cable sales growth.

      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 affect our ability to manufacture
products in a cost-effective or timely manner.

DECLINES IN THE FINANCIAL CONDITION OF OUR KEY SUPPLIERS COULD MATERIALLY
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.  Upon the financial failure 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 could materially affect our
ability to manufacture products in a cost-effective and timely manner.

WE RELY ON DISTRIBUTORS FOR A SIGNIFICANT AMOUNT OF OUR SALES IN THE LAN
BUSINESS.  THE LOSS OF KEY DISTRIBUTORS COULD MATERIALLY ADVERSELY AFFECT OUR
BUSINESS.

      We expect our LAN business to slow in the remainder of 2002 primarily
due to challenging business conditions and distributor inventory reductions.
In addition, we believe the loss of Graybar Electric Company, Inc. as a
distribution channel may adversely affect our business.  Graybar was one of
our leading distributors for LAN and selected video-related cables.  We intend
to redirect future project business to other established distribution channels,
however, we cannot assure you that we will be successful in doing so.
In addition, the loss of other key distributors could materially adversely
affect our business.

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

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

      Our business depends on our producing excellent products of consistently
high quality.  To this end, our products, including components 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 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, any significant or systemic


                                       8


product failure could 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 and compliance with local laws
and regulations.

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

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

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

ALTHOUGH WE BELIEVE CASH FROM OPERATIONS PROVIDES 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 provides adequate resources to
fund ongoing operating requirements, we may need to seek additional financing
to compete effectively.  Our public debt ratings affect our ability to raise
capital and the cost of that capital.  Downgrades of our debt ratings affect
our ability to raise capital and the cost of that capital.  Downgrades of our
debt ratings may increase our borrowing costs and affect our ability to
access the equity capital markets on terms and in amounts that would be
satisfactory to us.

WE MAY EXPERIENCE DIFFICULTIES IN OBTAINING OR PROTECTING INTELLECTUAL
PROPERTY.

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


                                       9



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

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

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

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

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

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

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

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

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

      o place us at a competitive disadvantage.

A SIGNIFICANT UNINSURED LOSS OR A LOSS IN EXCESS OF OUR INSURANCE COVERAGE
COULD 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 adversely affect our financial
condition.

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

      Primarily in response to our current level of business and outlook for
future business, we have been reducing the size of our workforce.  During the
third quarter of 2002, we reduced our workforce by approximately 200 and
incurred pretax charges for employee termination benefits of $1.3 million in
connection with this reduction.  Since the beginning of 2001, our number of
employees has declined from approximately 4,000 to approximately 2,800 as of
September 30, 2002.  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


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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 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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