UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                ___________________________________________

                                 FORM 10-K
(Mark One)
|X|         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 2001
                                     OR
|_|       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
             For the transition period from _______ to _______

                     Commission file number: 001-12929

                              CommScope, Inc.
           (Exact name of registrant as specified in its charter)

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

       1100 CommScope Place, S.E.
              P.O. Box 339
        Hickory, North Carolina
                                                      28602
(Address of principal executive offices)            (Zip Code)

                               (828) 324-2200
            (Registrant's telephone number, including area code)
         ----------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class          Name of each exchange on which registered
Common Stock, par value $.01 per share         New York Stock Exchange
   Preferred Stock Purchase Rights             New York Stock Exchange

      Securities registered pursuant to Section 12(g) of the Act: NONE



     Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period
that the Registrant  was required to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to
Item 405 of Regulation  S-K  (ss.229.405  of this chapter) is not contained
herein, and will not be contained,  to the best of Registrant's  knowledge,
in definitive proxy or information statements  incorporated by reference in
Part Ill of this Form 10-K or any amendment to this Form 10-K. [X]

     The  aggregate  market  value of the  shares of Common  Stock  held by
non-affiliates of the Registrant was approximately $1.1 billion as of March
22, 2002 (based on the closing  price for the Common  Stock on the New York
Stock Exchange on that date). For purposes of this computation, shares held
by  affiliates  and by directors and officers of the  Registrant  have been
excluded.  Such  exclusion of shares held by directors  and officers is not
intended,  nor shall it be deemed, to be an admission that such persons are
affiliates of the  Registrant.  As of March 22, 2002 there were  61,717,159
shares of the Registrant's Common Stock outstanding.

                    Documents Incorporated by Reference

      Portions of the Registrant's Proxy Statement for the 2002 Annual
 Meeting of Stockholders are incorporated by reference in Part Ill hereof.






                                   PART I

ITEM 1.  BUSINESS

     Unless the  context  otherwise  requires,  references  to  "CommScope,
Inc.," or "we," "us," or "our" are to  CommScope,  Inc.  and its direct and
indirect  subsidiaries,  including  CommScope Inc. of North Carolina,  on a
consolidated basis.

GENERAL

     We are a leading  worldwide  designer,  manufacturer and marketer of a
broad line of coaxial, fiber optic, and other  high-performance  electronic
cable  products  for  cable  television,  telephony,  Internet  access  and
wireless  communications.  We  believe  that we  supplied  over  50% of all
coaxial cable  purchased in the United  States in 2001 for broadband  cable
networks using Hybrid Fiber Coax (HFC) architecture. We believe we are also
the  largest  manufacturer  and  supplier  of  coaxial  cable for HFC cable
networks in the world. We are also a leading supplier of fiber optic cables
primarily  for  HFC  cable   networks  and  have   developed   specialized,
proprietary fiber optic products for  telecommunications  applications.  We
are a leading  supplier  of  coaxial  cable for  telephone  central  office
switching  and  transmission  applications,  as well as video  distribution
applications  such as satellite  television and security  surveillance.  In
addition,  we have  developed  an  innovative  line of  coaxial  cables for
wireless  communication  infrastructure  applications  that  have  superior
performance  characteristics  compared to traditional cables. We are also a
leading  provider  of  high-performance   premise  wiring  for  local  area
networks.  We sell our products to  approximately  2,100  customers in more
than 85 countries.

     For the year ended  December 31, 2001 our  revenues  were $738 million
and our net income was $27.9 million. During this period, approximately 80%
of our revenues were for HFC cable  networks and other video  applications,
8%  were  for  wireless,   central  office  and  other   telecommunications
applications   and  12%  were  for  local  area  network   premise   wiring
applications.  International  sales were  approximately 23% of our revenues
during  this  period.  For  further  discussion  of current  and prior year
domestic and international revenues, see Items 7 and 8 of this Form 10-K.

     We believe  that we are the  world's  most  technologically  advanced,
low-cost  provider of coaxial cable.  With our leading  product  offerings,
cost-efficient  manufacturing  and  economies of scale,  we believe we will
benefit from the convergence of video, voice and high-speed Internet access
and the resulting demand for enhanced HFC broadband networks.

     We believe that the following  industry  trends will continue to drive
demand for our products:

     o    endorsement of the HFC architecture by major cable, telephone and
          technology companies;

     o    increasing use of the Internet;

     o    increasing  need for  additional  bandwidth  to  accommodate  new
          applications;

     o    increasing  maintenance  requirements  for HFC cable  networks as
          operators  improve  reliability  for  telephony,  data and  other
          two-way services;

     o    the  continuing  rapid  deployment  of  wireless   communications
          systems worldwide;

     o    increasing  demand for higher speed and  bandwidth for local area
          networks;

     o    regional  clustering  of cable systems that will  facilitate  the
          delivery of advanced services such as telephony; and

     o    increased demand for high bandwidth  optical fibers for metro and
          local access applications.

     Effective  November  16,  2001,  we  acquired,  through  our  indirect
wholly-owned  subsidiary CommScope Optical  Technologies,  Inc. ("CommScope
Optical"), an approximate 18.4% interest in OFS BrightWave, LLC, a Delaware
limited  liability  company  ("BrightWave")  formed by us and The  Furukawa
Electric  Co.,  Ltd.  ("Furukawa")  to  acquire  certain  fiber  cable  and
transmission  fiber  assets of the  Optical  Fiber  Solutions  Group  ("OFS
Group") of Lucent Technologies Inc. ("Lucent").



                                     2


     The joint venture  investment  will provide us with an interest in one
of the world's  largest  producers of optical  fiber and cable.  We believe
this investment and other arrangements with Furukawa:

     o    Create a strategic  partner in the  manufacture  of optical fiber
          and fiber optic cable

     o    Enhance our  technology  platform with cross  licenses for use of
          key intellectual property

     o    Establish an attractive  supply  arrangement  for optical  fiber,
          including premium fiber

     o    Provide an  opportunity  to expand our sales of fiber optic cable
          to cable television Multiple System Operators (MSOs)

     We issued  10.2  million  shares of our common  stock to Lucent for an
aggregate  amount of $203,388,000 in lieu of a portion of the cash purchase
price payable by Furukawa to Lucent pursuant to an asset and stock purchase
agreement  entered into in connection  with the acquisition of a portion of
Lucent's OFS Group.  Of this amount,  $173,388,000  represents  our capital
contribution to BrightWave and the remaining  $30,000,000 is in the form of
a  revolving  loan  from  CommScope  Optical  to  BrightWave.  An  indirect
wholly-owned  subsidiary  of  Furukawa  owns  the  remaining  81.6%  equity
interest in BrightWave.

BUSINESS STRATEGY

     We have adopted a growth strategy to expand and strengthen our current
market  position as the  leading  worldwide  supplier of coaxial  cable for
broadband  communications.  The principal  elements of our growth  strategy
are:

     BUILD UPON THE  STRENGTHS OF BRIGHTWAVE  AND ITS  AFFILIATES TO EXPAND
OUR PRODUCT OFFERINGS.  Currently, we offer a broad range of cable products
for the cable  television,  wireless  and LAN  markets,  and  access to the
production of BrightWave and its affiliates  will augment our coaxial cable
product line with a full line of fiber optic  cables.  During 2001, we sold
more than $110 million of fiber optic cable products  worldwide,  primarily
to  broadband,  cable  television  customers.  We expect the  addition of a
broader line of fiber optic cable  products  provides us an  opportunity to
expand our sales of fiber optic cable to these customers.

     BENEFIT FROM  WORLDWIDE HFC PARADIGM  SHIFT.  A vast majority of video
networks worldwide,  such as cable service providers,  have adopted the HFC
cable network architecture for video service delivery.

     We believe that the HFC cable network  architecture  provides the most
cost-effective bandwidth for multi-channel video, voice and data into homes
around  the  world.  This   architecture   enables  both  cable  and  other
telecommunications   service  providers  to  offer  new  services  such  as
high-speed Internet access,  video on demand,  Internet protocol telephony,
high-definition  television and other interactive services.  Further growth
is expected as companies build-out and upgrade their networks in the global
marketplace.  We believe  our  ability  to offer a complete  suite of cable
products,   including   optical  fiber   supplied  by  BrightWave  and  its
affiliates,  positions us to be the "supplier of choice" to developers  and
operators of HFC networks.

     DEVELOP  PROPRIETARY  PRODUCTS  AND EXPAND  MARKET  OPPORTUNITIES.  We
maintain an active program to identify new market opportunities and develop
and  commercialize  products that use our core technology and manufacturing
competencies.  We have  developed  new  products  and entered new  markets,
including coaxial cable for wireless applications,  satellite cables, local
area network cables,  specialized coaxial based  telecommunication  cables,
broadcast audio and video cables and coaxial cables in conduit.

     We have  developed  specialized  coaxial  (Power  Feeder(R)) and fiber
optic (Fiber Feeder(TM)) cables for distribution and telephony applications
in HFC cable networks and have developed Cell Reach(R),  a patented  copper
coaxial cable solution for the wireless antenna market and UltraPipe(TM), a
high-end  local area network cable product  targeted for  high-speed  local
area  network  applications.  We have also  developed a number of broadband
cables for other wireless  applications.  Our ability to offer  proprietary
products,   which  is  expected  to  be  enhanced  through  access  to  the
intellectual  property and research and development expertise of BrightWave
and its  affiliates,  allows us to maintain our leadership  position in our
existing markets and expand to serve new markets.



                                     3


     CONTINUOUSLY IMPROVE OPERATING EFFICIENCIES. We invested approximately
$250  million  in  the  development  and  acquisition  of  state-of-the-art
manufacturing  facilities and new technologies  during the past four fiscal
years.  These  investments  help to increase  our  capacity  and  operating
efficiencies,  improve  management  control  and  provide  more  consistent
product  quality.   As  a  result,  we  believe  we  are  one  of  the  few
manufacturers capable of satisfying volume production,  time-to-market, and
technology   requirements   of   customers   for   coaxial   cable  in  the
communications industry. We believe that our breadth and scale permit us to
cost-effectively  invest in  improving  our  operating  efficiency  through
investments  in  engineering  and  cost-management  programs.  We intend to
capture  additional  value in the supply  chain  through  ongoing  vertical
integration  projects.  We have completed an aggressive  three year capital
expenditure  program and expect  future  capital  expenditures  to be below
depreciation and amortization for the next few years.

     EXPAND OUR GLOBAL  PLATFORM.  We believe that the worldwide demand for
video and data services,  the large number of television households outside
the United States and relatively low penetration rates for cable television
in most countries  provide  significant  long-term  opportunities.  We have
become a major  supplier  of  coaxial  cable for the cable  television  and
broadband services industries in international markets, principally Europe,
Latin  America  and the  Pacific  Rim.  In 2001  we had  approximately  280
international   customers   in  more   than  85   countries,   representing
approximately  $173 million or  approximately  23% of our 2001 revenue.  We
support our international sales efforts with sales representatives based in
Europe, Latin America and the Pacific Rim. In 1999, we acquired the Alcatel
Cable Benelux,  S.A. coaxial cable business in Seneffe,  Belgium. With this
acquisition,  we believe we became the largest manufacturer and supplier of
coaxial  cable  for  HFC  cable  networks  in  Europe.   This   acquisition
strengthened our position as a supplier for the expected telecommunications
upgrade  and  rebuild  activity  in  Germany,   Spain  and  other  European
countries.  During 2001, we increased the  capability and efficiency of our
Belgium facility for HFC related products and established  capabilities for
the manufacture of products for wireless applications in late 2001.

     During the fourth  quarter of 2001, we completed  the  renovation of a
purchased  facility  in  Brazil,  which  currently  provides  approximately
283,000  square  feet of  manufacturing  and office  space.  This  facility
manufactures products for both HFC and wireless applications, primarily for
sale to the Latin American market.

     Although there is current  uncertainty in  international  markets,  we
believe  that we are well  positioned  to  benefit  over the long term from
future international growth opportunities. As broadband HFC networks expand
globally,  CommScope  intends to acquire and open  facilities  in countries
that we believe have strategic value,  particularly in Asia/Pacific Rim. We
believe in-country manufacturing is important because it moves us closer to
international  customers,  it can lower taxes and tariffs and  provides the
opportunity to improve customer service.

     LEVERAGE SUPERIOR CUSTOMER SERVICE.  We believe that our coaxial cable
manufacturing capacity is greater than that of any other manufacturer. This
enables us to  provide  our  customers  with a unique  high-volume  service
capability.  As a result of our  24-hour,  seven  days per week  continuous
manufacturing  operations,  we are able to offer  faster  order  turnaround
services.  In addition, we believe that our ability to offer rapid delivery
services,  materials management and logistics services to customers through
our private truck fleet is an important competitive advantage.

PRODUCT GROUPS

     We manufacture  and sell cable for three broad product  groups,  which
are similar in nature and share similar  production  processes,  customers,
distribution channels and regulatory environments:

     o    Broadband (cable television) and Other Video applications;

     o    Local Area Network applications; and

     o    Wireless and Other Telecommunications applications.

     DOMESTIC  HFC CABLE TV  MARKET.  We  design,  manufacture  and  market
primarily  coaxial  cable,  most of which is used in the  cable  television
industry. We manufacture two primary types of coaxial cable:

     o    semi-flexible,  which has an  aluminum  or copper  outer  tubular
          shield or outer conductor; and



                                     4


     o    flexible,   which  is   typically   smaller  in   diameter   than
          semi-flexible  coaxial  cable  and  has  a  more  flexible  outer
          conductor  typically  made of  metallic  tapes and  braided  fine
          wires.

     Semi-flexible  coaxial  cables  are  typically  used in the  trunk and
feeder  distribution  portion of cable  television  systems,  and  flexible
coaxial  cables,  also  known  as  drop  cables,  are  typically  used  for
connecting  the feeder  cable to a residence  or business or for some other
communications applications.  We also manufacture fiber optic cable for the
cable television industry and others.

     Cable television service  traditionally has been provided primarily by
cable television  system  operators that have been awarded  franchises from
the  municipalities  they  serve.  In response  to  increasing  competitive
pressures and expanding  revenue  opportunities,  cable  television  system
operators  have been  expanding the variety of their service  offerings not
only for video,  but for Internet  access and  telephony,  which  generally
requires increasing amounts of cable and system bandwidth. Cable television
system  operators  have  generally  adopted,  and we  believe  that for the
foreseeable  future will continue to adopt,  HFC cable system  designs when
seeking to increase system bandwidth.  These systems combine the advantages
of fiber optic cable in  transmitting  clear  signals over a long  distance
without  amplification,  and the advantages of high-bandwidth coaxial cable
in ease of  installation,  low cost and  compatibility  with the  receiving
components of the customer's communications devices. We believe that:

     o    cable  television  system  operators are likely to increase their
          use of fiber  optic  cable for the trunk and feeder  portions  of
          their cable systems;

     o    there will be an ongoing need for high-capacity coaxial cable for
          the local  distribution  and  street-to-the-home  portions of the
          cable system; and

     o    coaxial cable will remain the most cost  effective  means for the
          transmission  of broadband  signals to the home or business  over
          shorter distances in cable networks.

     For local  distribution  purposes,  coaxial  cable  has the  necessary
signal  carrying  capacity or bandwidth to handle  upstream and  downstream
signal transmission.

     The  construction,  expansion  and  upgrade of cable  systems  require
significant capital investment by cable operators.  Cable television system
operators  have been  significant  borrowers  from the credit  and  capital
markets.  Therefore,  capital spending within the domestic cable television
industry has historically been cyclical,  depending to a significant degree
on the availability of credit and capital.  The cable  television  industry
has also  been  subject  to  varying  degrees  of both  national  and local
government  regulation,  most  recently  the Telecom Act and the 1992 Cable
Act,  and  their  implementing  regulations  adopted  in 1993  and 1994 and
thereafter.  The regional  Bell  operating  companies  and other  telephone
service  providers have  generally been subject to regulatory  restrictions
which  prevented them from offering cable  television  service within their
franchise telephone areas.  However,  the Telecom Act removes or phases out
many of the regulatory and sale  restrictions  affecting  cable  television
system operators and telephone operating companies in the offering of video
and telephone  services.  We believe that the Telecom Act, the implementing
regulations  and case-law  decisions will generally  encourage  competition
among cable television system operators,  telephone operating companies and
other  communications  companies  in  offering  video,  telephone  and data
services such as Internet  access to consumers,  and that providers of such
services will upgrade their present communications delivery systems.

     INTERNATIONAL  MARKETS.  Cable system designs using HFC technology are
increasingly being used in international  markets with low cable television
penetration.   Based  on  industry  trade  publications  and  reports  from
telecommunications  industry analysts, we estimate that there are more than
800 million television households worldwide,  including roughly 490 million
in the  Asia/Pacific  Rim region,  roughly 250 million in Europe and nearly
100  million in the Latin  America/Caribbean  region,  among  others.  This
compares to approximately 100 million  television  households in the United
States. We estimate that roughly 45% of the television households in Europe
subscribe  to some form of  multichannel  television  service  compared  to
subscription  rates of nearly  85% in the  United  States.  Based upon such
sources,  we estimate that  subscription  rates in the Asia/Pacific Rim and
Latin  America/Caribbean  markets  are even lower at  roughly  35% and 20%,
respectively.



                                     5


     As of  December  31, 2001 we had sales in more than 95  countries.  We
have  penetrated  the  international  marketplace  through  a  field  sales
organization  and through a network of  distributors  and agents located in
major  countries  where  we do  business.  In  addition  to  new  customers
developed by our network of distributors  and sales  representatives,  many
large  U.S.  cable  television  operators,  with  whom  we  have  had  long
established   business   relationships,   are  active  investors  in  cable
television systems outside the United States.

     OTHER VIDEO MARKETS (NON-CABLE  TELEVISION).  Many specialized markets
or applications are served by multiple cable media such as coaxial, twisted
pair,  fiber optic or  combinations  of each. We are a leading  producer of
composite cables made of flexible coaxial and twisted copper pairs for full
service communications providers worldwide. In the satellite direct-to-home
cable market, where specialized cables transmit  satellite-delivered  video
signals  and  antenna  positioning/control  signals,  we have  developed  a
leading market position. We market an array of premium metallic and optical
cable products  directed at the broadcasting  and video  production  studio
market.

     WIRELESS  COMMUNICATIONS  MARKET.  We believe that the  deployment  of
wireless  communications  systems throughout the United States and the rest
of the world presents a growth  opportunity for us.  Semi-flexible  coaxial
cables  are used to connect  the  antennae  located at the top of  wireless
antenna towers to the radios and power sources located  adjacent to or near
the antenna site.  Over the past few years,  we developed the patented Cell
Reach(R) products,  a line of copper shielded  semi-flexible  coaxial cable
and related  connectors and accessories to address this market.  Cell Reach
has been  installed  in thousands of wireless  base  stations  with leading
service providers such as Nextel  Communications,  Inc., Sprint Corporation
and certain Sprint affiliates and certain AT&T affiliates.

     We have expanded  manufacturing capacity for this product line and are
in the process of establishing  further  international  sales capabilities.
During 2001, we expanded our global capacity in the wireless market and now
have production capability in Latin America and Europe.

     CommScope also  manufactures  other broadband  coaxial  cables,  fiber
optic  cables and twisted  pair  cables that are used for various  wireless
applications,   including   Third   Generation   Wireless  (3G),   Personal
Communications  Systems  (PCS),  Global  System for  Mobile  Communications
(GSM), Universal Mobile Telecommunications  (UMTS), Cellular,  Multichannel
Multipoint  Distribution  Service  (MMDS),  Local  Multipoint  Distribution
System  (LMDS),  land  mobile  radio,   paging  and  in-building   wireless
applications.  During 2001,  we continued  to develop  specialized  coaxial
cables for these  applications,  including the  ExtremeflexTM  product line
which are highly  flexible  low loss 50 ohm  coaxial  cables  adapted  from
CommScope's  patented,  highly  successful  digital BroadBand QR(R) product
line.  In  addition,  we achieved  TL 9000  registration  for our  wireless
products at our Cable Technology Center in Newton,  North Carolina.  The TL
9000  certification  is  an   internationally   recognized  quality  system
standard,  which we believe  demonstrates  our  quality  commitment  to our
wireless customers.

     However,  we  expect  ongoing  aggressive   competition  from  larger,
well-established  companies with  significant  financial  resources,  brand
recognition in the cellular market and established  marketing  channels for
coaxial cable and accessories.

     LOCAL AREA NETWORK MARKET.  The  proliferation of personal  computers,
and more broadly the practice of distributed computing,  has created a need
for products which enable users to share files, applications and peripheral
equipment such as printers and data storage  devices.  Local area networks,
typically  consisting  of at least one  dedicated  computer  (a  "server"),
peripheral  devices,  network  software and  interconnecting  cables,  were
developed in response to this demand.  We  manufacture a variety of twisted
pair,  coaxial  and fiber  optic  cables to  transmit  data for local  area
network   applications.   The  most  widely  used  cable  design  for  this
application  consists  of four  high-performance  twisted  pairs  that  are
capable of  transmitting  data at rates in excess of 100 mbps. We focus our
products and  marketing  on cables with  enhanced  electrical  and physical
performance such as our UltraPipe (TM) unshielded  twisted pair. We believe
that UltraPipe  cable is among the highest  performing  unshielded  twisted
pair cables in the  industry.  During  2001,  we expanded our presence as a
fiber optic  supplier to the LAN  market.  We believe  that access to fiber
optic  products  from  BrightWave  and its  affiliates  will  provide us an
opportunity  to increase  our sales of fiber optic cable to LAN  customers.
Copper and fiber optic composite cables are frequently combined in a single
cable to reduce installation costs and support multimedia applications.



                                     6


     OTHER MARKETS. We have developed a strategy for addressing  additional
cable consuming  markets.  By combining narrowly focused product and market
management  with our cable  manufacturing  and operational  skills,  we are
entering new markets for  broadcast,  home  automation,  telephone  central
office   switching   and   transmission,    and   other    high-performance
communications applications.

MANUFACTURING

     We employ advanced cable manufacturing  processes,  the most important
of which are:

     o    thermoplastic extrusion for insulating wires and cables;

     o    high-speed  welding  and  swaging  of  metallic  shields or outer
          conductors;

     o    braiding;

     o    cabling; and

     o    automated testing.

     Many of these  processes,  some of which are proprietary  and/or trade
secret  information,  are performed on equipment that has been modified for
our purposes or specifically built to our specifications,  often internally
in our own machine  shop  facilities.  We do not  fabricate  all of the raw
material  components  used in making  most of our  cables,  such as certain
wires,  tapes,  tubes and  similar  materials.  We believe,  however,  that
fabrication,  to the  extent  economically  feasible,  could  be done by us
instead of being outsourced.

     For example, during 2001 we substantially completed certain aspects of
strategic vertical integration projects for bimetallic wire fabrication and
fine wire drawing and currently produce a significant  portion of our needs
internally.

     The  manufacturing  processes of the three principal types of cable we
manufacture are further described below.

     COAXIAL  CABLES.  We employ a number  of  advanced  plastic  and metal
forming  processes in the manufacture of coaxial cable.  Three  fundamental
process sequences are common to almost all coaxial cables:

     o    First, a plastic insulation material,  called the dielectric,  is
          melt extruded around a metallic wire or center conductor. Current
          state-of-the-art   dielectrics  consist  of  foamed  plastics  to
          enhance the electrical  properties of the cable.  Precise control
          of the foaming  process is critical to achieve the mechanical and
          electrical   performance  required  for  broadband  services  and
          cellular  communications  applications.  We believe  that plastic
          foam  extrusion,  using  proprietary  materials,   equipment  and
          control systems, is one of our core competencies.

     o    The second step involves sheathing the dielectric material with a
          metallic  shield or outer  conductor.  Three basic shield designs
          and processes are used.  For  semi-flexible  coaxial  cables,  we
          apply solid  aluminum or copper  shields over the  dielectric  by
          either pulling the dielectric  insulated wire into a long, hollow
          metallic  tube or welding the  metallic  tube  directly  over the
          dielectric. Welding allows the use of thinner metal, resulting in
          more flexible products. We use a proprietary welding process that
          achieves   significantly   higher   process   speeds  than  those
          achievable  using other cable welding  methods.  The same welding
          process has led to extremely efficient manufacturing processes of
          copper shielded  products for cellular  communications.  For both
          hollow and welded tubes,  the cable is passed  through tools that
          form the metallic shield tightly around the dielectric.

     o    Flexible  coaxial  cables,  which are usually smaller in diameter
          than  semi-flexible  coaxial cables,  generally are made with the
          third shield  design.  Flexible  outer shield  designs  typically
          involve laminated metallic foils and braided fine wires which are
          used to enhance  flexibility  which is more  desirable for indoor
          wiring or for connecting subscribers in drop cable applications.



                                     7


     o    The  third  and  usually  final  process  sequence  is  the  melt
          extrusion of thermoplastic  jackets to protect the coaxial cable.
          A large number of  variations  are produced  during this sequence
          including:  incorporating an integral  strength member;  customer
          specified  extruded  stripes  and  printing  for  identification;
          abrasion  and  crush  resistant  jackets;   and  adding  moisture
          blocking fillers.

     TWISTED COPPER PAIRS. We insulate single copper wires using high-speed
thermoplastic  extrusion techniques.  Two insulated copper singles are then
twinned  by  twisting  them into an  electrically  balanced  pair unit in a
separate  process.  They are then bunched or cabled by grouping two or more
pair units into larger units for further  processing in one or more further
processes  depending on the number of pairs  desired  within the  completed
cable.  The cabled units are then shielded and jacketed or simply  jacketed
without applying a metallic shield in the jacketing process.  The jacketing
process  involves  extrusion  of  a  plastic  jacket  over  a  shielded  or
unshielded  cable core.  The majority of sales of our twisted  copper pairs
come from  plenum  rated  unshielded  twisted  pair  cables  for local area
network  applications.  Plenum  cables are cables  rated under the National
Electrical  Code as safe for  installation  within the air plenum  areas of
office  buildings  due to their flame  retarding  and low smoke  generating
characteristics  when  heated.  Plenum  cables  are made from  more  costly
thermoplastic  insulating  materials,  such as FEP.  These  materials  have
significantly  higher  extrusion  temperature  profiles  that  require more
costly extrusion  equipment than non-plenum  rated cables.  We believe that
the processing of plenum rated materials is one of our core competencies.

     FIBER OPTIC CABLES.  We  manufacture  fiber optic cables by purchasing
bulk uncabled  optical fiber singles and buffering them before cabling them
into  unjacketed core units.  We then apply  protective  outer jackets and,
sometimes,  shields  and jackets in a final  process  before  testing.  The
manufacturing  and test equipment for fiber optic cables are different from
those used to manufacture  coaxial and copper twisted pair cables.  Most of
the fiber  optic  cables we produce  are sold to the cable  television  and
local area network industry.  Some of these fiber optic cables are produced
under   licenses   acquired   from  other   fiber  and  fiber  optic  cable
manufacturers.

     COMPOSITE CABLES. We also produce cables that are combinations of some
or all of coaxial cables,  copper singles or twisted copper pairs and fiber
optic cables within a single cable for a variety of applications.  The most
significant of the composite cables we manufacture are combination  coaxial
and copper  twisted pairs within a common outer jacket which are being used
by some  telephone  companies  and cable  operators  to provide  both cable
television  services and telephone services to the same households over HFC
cable  networks.  Nearly all of our current markets have  applications  for
composite cables which we can manufacture.

     BRIGHTWAVE  OPTICAL  FIBER AND FIBER OPTIC  CABLE.  Our  equity-method
investee,  BrightWave,  is one  of the  world's  largest  manufacturers  of
optical    fiber   and   fiber    optic    cable.    Brightwave    produces
application-specific  fiber and fiber optic cable for voice, data and video
transmission  deployed  in both  long-haul  and  short-haul  communications
networks.  BrightWave  sells cable  primarily  to large  telecommunications
service  providers  including  certain  Regional Bell  Operating  Companies
(RBOCs).  BrightWave  manufactures  fiber  under a  contract  manufacturing
agreement for OFS Fitel,  LLC ("Fitel") a wholly owned  subsidiary of Fitel
USA. Fitel USA's ultimate parent is Furukawa.

     BrightWave  is  headquartered   in  Norcross,   Georgia  and  operates
production  facilities in the United  States,  Brazil and Germany.  While a
majority of sales are expected to be generated in North America, BrightWave
markets and sells its products in Asia/Pacific Rim, Latin America,  and the
Europe.

     As   a   contract   manufacturer   to   Fitel,   BrightWave   produces
application-specific  fibers,  such as TrueWave,  AllWave,  and  UltraWave,
which  are used in  terrestrial  long  haul,  metro  and LAN  applications.
BrightWave   has   a   worldwide   reputation   for   high   capacity   and
industry-leading  fiber  designs.  The combined  optical  fiber  production
capabilities  of BrightWave and Fitel,  together,  rank them as the world's
second largest producer of optical fiber and cable.

     Manufacturing fiber optic cable consists of two basic steps:  creating
a rod,  also called a core preform or a blank,  of very pure glass and then
heating the preform and drawing it into a thin fiber.  After  drawing,  the
fiber is coated with a protective  jacket and wound on a spool.  Individual
fibers are often  wrapped or  packaged  with  other  fibers to form  cables
consisting  of up to 864  stands of fiber.  After  manufacturing  the fiber
itself,  the fiber is packaged in a cable in various  combinations of fiber
types and quantities to form a fiber optic cable that is sold to customers.


                                     8



     BrightWave  produces  fiber  optic  cables  in a broad  range of fiber
types,  fiber  bundling,  fiber  counts and  sheath  designs.  These  cable
products provide state of the art terabit transport in configurations up to
864  fibers in ribbons  for dense  metro and long haul  routes and  smaller
ribbons or loose fiber bundles for last mile applications.

     BrightWave's  customers  compete  in  markets  characterized  by rapid
technological  changes,  decreasing product life cycles,  price competition
and increased user applications. These markets have experienced significant
expansion in the number and types of products  and  services  they offer to
end-users,    particularly   in   personal   computing,   portable   access
communication devices and expanded networking capability.

     BrightWave's primary competitors include Corning, Pirelli, Alcatel and
several  Japanese-based  competitors.  While the optical fiber industry has
major  barriers  to entry,  including  capital and  intellectual  property,
current  market  conditions are extremely  difficult.  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  during 2002.
Based on these  factors,  we expect that  BrightWave  will incur losses for
2002.

RESEARCH AND DEVELOPMENT

     Our  research,   development  and  engineering  expenditures  for  the
creation and application of new and improved products and processes were $7
million,  $18 million and $8 million for the years ended December 31, 2001,
2000, and 1999, respectively. We focus our research and development efforts
primarily on two areas:

     o    those  product areas that we believe have the potential for broad
          market  applications and significant  sales within a one-to-three
          year period; and

     o    new manufacturing technologies to achieve cost reductions.

     During 2001,  our major projects  consisted  primarily of research and
engineering  activity  related  to the  production  of copper  clad  metals
required to advance the design of those materials and related  processes to
the point that they meet specific functional and economic  requirements and
are ready for full scale  manufacturing.  We have undertaken these projects
in an effort to reduce  materials  costs and reliance on limited sources of
key  raw   materials.   In  addition,   we  entered  into   cross-licensing
arrangements  with  Furukawa  in  2001,  providing  us with  access  to key
technology for communications cable, especially fiber optic cable, that has
taken years to develop.

     The widespread  deployment of broadband services and HFC cable systems
is expected to provide  opportunities  for us to enhance our coaxial  cable
product lines and to improve our manufacturing processes.

SALES AND DISTRIBUTION

     We market our products  worldwide  through a combination  of more than
140 direct  sales,  territory  managers and  manufacturers'  representative
personnel.  We support our sales organization with regional service centers
in: Alabama;  Nevada;  North  Carolina;  Puerto Rico;  Australia;  Belgium;
Brazil and  England.  In  addition,  we utilize  local  inventories,  sales
literature, internal sales service support, design engineering services and
a group of product  engineers who travel with sales personnel and territory
managers and assist in product  application  issues,  and conduct technical
seminars at customer locations to support our sales  organization.  We have
expanded our global presence  through our  acquisition of Europe's  largest
manufacturer of cable television  coaxial cable and our  establishment of a
manufacturing and distribution facility in Brazil.



                                     9


     A key aspect of our customer support and distribution chain is the use
of our  private  truck  fleet.  We believe  that the ability to offer rapid
delivery services, materials management and logistics services to customers
through our private truck fleet is an important competitive advantage.

     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.  There  has  been a trend on the part of
larger  customers  to  consolidate  their lists of  qualified  suppliers to
companies  that  have a global  presence,  can meet  quality  and  delivery
standards,  have a broad product portfolio and design capability,  and have
competitive  prices.  We have  concentrated  our  efforts  on  service  and
productivity  improvements  including  advanced  computer  aided design and
manufacturing  systems,   statistical  process  controls  and  just-in-time
inventory programs to increase product quality and shorten product delivery
schedules.  Our strategy is to provide a broad selection of products in the
areas  in  which  we  compete.   We  have  achieved  a  preferred  supplier
designation  from  many of our cable  television,  telephone  and  original
equipment manufacturer customers. We have also strengthened our information
technology   infrastructure  and  implemented  an  integrated   information
management  system,   which  we  believe  will  help  us  improve  business
practices.

     Cable television  services in the United States are provided primarily
by cable television system operators.  It is estimated that the six largest
cable television  system  operators  account for more than 70% of the cable
television  subscribers  in the United States.  The major cable  television
system operators include such companies as AT&T, AOL Time Warner,  Comcast,
Charter  Communications,  Cox Communications  and Adelphia  Communications.
Many of the major cable  television  system  operators  are our  customers,
including those listed above.  During the years ended December 31, 2001 and
2000 no  customer  accounted  for 10% or more of our net sales.  During the
year  ended  December  31,  1999,  AT&T and its  affiliates  accounted  for
approximately 10% of our net sales. No other customer  accounted for 10% or
more of our net sales in 1999.

PATENTS

     We  pursue  an  active   policy  of  seeking   intellectual   property
protection,  namely  patents,  for new  products  and  designs.  We hold 70
patents worldwide and have 93 pending applications. We consider our patents
to be valuable  assets,  but no single patent is material to our operations
as a whole. We intend to rely on our proprietary  knowledge,  trade secrets
and  continuing  technological  innovation  to  develop  and  maintain  our
competitive position.

     We have entered into  cross-licensing  arrangements  with  Furukawa in
2001, providing us with access to key technology for communications  cable,
especially fiber optic cable.

BACKLOG

     At December  31,  2001,  2000,  and 1999,  we had an order  backlog of
approximately,  $22 million, $156 million, and $104 million,  respectively.
Orders typically fluctuate from quarter to quarter based on customer demand
and general business conditions.  Backlog includes only orders for products
scheduled to be shipped within six months.  In some cases,  unfilled orders
may be canceled prior to shipment of goods; but cancellations  historically
have not been  material.  However,  our  current  order  backlog may not be
indicative of future demand.

COMPETITION

     We encounter  competition in substantially  all areas of our business.
We  compete  primarily  on the basis of  product  specifications,  quality,
price, engineering, customer service and delivery time. Competitors include
large,  diversified  companies,  some of which have  substantially  greater
assets  and  financial  resources  than we do,  as well as  medium to small
companies.  We also face  competition  from certain smaller  companies that
have  concentrated  their efforts in one or more areas of the coaxial cable
market.  We  believe  that we enjoy a strong  competitive  position  in the
coaxial cable market due to our position as a low-cost, high-volume coaxial
cable   producer   and   reputation   as   a   high-quality   provider   of
state-of-the-art  cables with a strong orientation toward customer service.
We  also  believe  that we  enjoy  a  strong  competitive  position  in the
electronic  cable market due to our large  direct field sales  organization
within the local area  network  group,  the  comprehensive  nature of our
product line and our long established reputation for quality.



                                    10


RAW MATERIALS

     In the  manufacture  of coaxial and twisted  pair  cables,  we process
metal tubes, tapes and wires including  bimetallic center conductors (wires
made of  aluminum  or steel  with  thin  outer  skins of  copper)  that are
fabricated  from  high-grade  aluminum,  copper  and  steel.  Most of these
fabricated  metal components are purchased under supply  arrangements  with
some portion of the unit pricing  indexed to  commodity  market  prices for
these metals.  We have adopted a hedging  policy  pursuant to which we may,
from time to time,  attempt to match futures  contracts or option contracts
for a specific metal with some portion of the  anticipated  metal purchases
for  the  same   periods.   Other  major  raw   materials  we  use  include
polyethyelenes,   polyvinylchlorides,  FEP  and  other  plastic  insulating
materials,  optical fibers,  and wood and cardboard  shipping and packaging
materials (some of which are available only from limited sources).

     In  2001,  approximately  7% of our raw  material  purchases  were for
bimetallic center  conductors for coaxial cables,  nearly all of which were
purchased from  Copperweld  Corporation.  We are working toward a long term
supply arrangement with Copperweld for certain bimetallic center conductors
for 2002 and 2003.  If we are unable to continue to purchase the  necessary
quantities  of  bimetallic  center  conductors,  we may be unable to obtain
these raw materials on commercially  acceptable  terms from another source.
During 2001, we produced a  significant  portion of our  bimetallic  center
conductor  requirements  internally.  However,  there are few, and limited,
alternative sources of supply for these raw materials.  Management believes
that our expected supply  arrangement  with  Copperweld,  together with our
increasing internal  production of bimetallic center conductors,  addresses
concerns  regarding the continuing  availability of these key materials and
enhances our ability to support the demand for  broadband  cable.  Although
the parent of  Copperweld  has filed for  Chapter  11  debtor-in-possession
reorganization,  management does not believe this will affect the Company's
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 produced a significant  portion of our
requirements  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 expand  production  of these  products  internally.  In such
event, there could be a materially adverse impact on our financial results.

     Additionally,  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. There are few worldwide suppliers of optical fiber. Availability of
adequate  supplies of optical  fiber will be critical to future fiber optic
cable sales growth.  We believe that our  ownership in  BrightWave  and the
optical  fiber  supply  arrangement  with a  BrightWave  affiliate  address
concerns about continuing  availability of these materials and enhances our
ability to support the demand for broadband cable.

     Alternative  sources of supply or access to alternative  materials are
generally  available  for all other major raw  materials we use. We believe
supplies of all other major raw materials we use are generally adequate and
we expect them to remain so for the foreseeable future.

ENVIRONMENT

     We use some hazardous substances and generate some solid and hazardous
waste in the ordinary course of our business.  As a result,  we are subject
to various federal, state, local and foreign laws and regulations governing
the use,  discharge  and  disposal of hazardous  materials.  Because of the
nature of our business, we have incurred, and will continue to incur, costs
relating to compliance with these  environmental  laws. Although we believe
that we are in substantial compliance with such environmental requirements,
and we have not in the  past  been  required  to  incur  material  costs in
connection with this compliance, there can be no assurance that our cost to
comply with these requirements will not increase in the future. Although we
are unable to predict what legislation or regulations may be adopted in the
future  with  respect  to  environmental  protection  and  waste  disposal,
compliance with existing legislation and regulations has not had and is not
expected to have a materially adverse effect on our operations or financial
condition.

                                    11



EMPLOYEES

     At  December  31,  2001,  we  employed   approximately  3,100  people.
Substantially  all employees are located in the United States. We also have
employees  in foreign  countries,  including  those  located in Belgium and
Brazil. We believe that our relations with our employees are satisfactory.

ITEM 2.  PROPERTIES

     Our principal administrative,  production and research and development
facilities are located in the following locations:

     The Hickory,  North Carolina  facility occupies  approximately  85,000
square  feet  under a lease  expiring  in  2005  with up to two  additional
five-year renewal terms,  which may be granted at the option of the lessor.
We recently  consolidated our executive offices,  sales office and customer
service  department and certain corporate and  administrative  functions in
this new leased facility.

     The Catawba, North Carolina facility occupies approximately  1,000,000
square feet and is owned by us. The Catawba facility  manufactures  coaxial
cables,  is the major  distribution  facility  for our  products and houses
certain administrative and engineering activities.

     The Claremont,  North Carolina facility occupies approximately 587,500
square  feet  and is  owned  by us.  The  Claremont  facility  manufactures
coaxial,  copper  twisted pair and fiber optic cables and houses certain of
our administrative, sales and engineering activities.

     The Scottsboro, Alabama facility occupies approximately 150,000 square
feet and is owned  by us.  The  Scottsboro  facility  manufactures  coaxial
cables.

     The  Statesville,   North  Carolina  facility  occupies  approximately
315,000  square feet and is owned by us. The  Statesville  facility  houses
certain  cable-in-conduit  manufacturing,   wire  fabrication,   recycling,
research and development, and engineering activities.

     The Seneffe,  Belgium,  facility occupies approximately 134,000 square
feet,  including  a  warehouse,  and is owned by us. The  Seneffe  facility
houses certain coaxial cable  manufacturing  and sales  activities for HFC,
wireless and other applications.

     The Newton,  North Carolina  facility occupies  approximately  455,000
square feet of wireless cable manufacturing, office and warehouse space and
is  owned  by  us.  This  facility  houses  some  of  our   administrative,
engineering,   and   research   and   development   functions  as  well  as
manufacturing and sales activities for our wireless products group.

     The Sparks, Nevada facility occupies approximately 225,500 square feet
under a lease expiring in 2003 with additional renewal terms available. The
Sparks facility manufactures  cable-in-conduit products and houses regional
service and distribution activities.

     The Jaguariuna,  Brazil facility occupies approximately 283,000 square
feet of  manufacturing  and office space and is owned by us. The Jaguariuna
facility houses certain coaxial cable  manufacturing  and sales  activities
for HFC, wireless and other applications.

     We  own a  259,000  square-foot  facility  in  Kings  Mountain,  North
Carolina that we recently  constructed,  but are currently not using.  This
property is currently being offered for sale.

     We do not believe there is any material  long-term  excess capacity in
our facilities, although utilization is subject to change based on customer
demand.  We believe that our  facilities  and equipment  generally are well
maintained,  in good operating  condition and suitable for our purposes and
adequate for our present operations.

ITEM 3.  LEGAL PROCEEDINGS

     We are not  involved  in any  pending  legal  proceedings  other  than
various claims and lawsuits arising in the normal course of business. We do
not believe that any such claims or lawsuits will have a materially adverse
effect on our financial condition and results of operations.

                                    12



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of our security holders during the
three months ended December 31, 2001.




                                    13


                                  PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S  COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     Our common  stock is traded on the New York Stock  Exchange  under the
symbol "CTV." The  following  table sets forth the high and low sale prices
as reported by the New York Stock Exchange for the periods indicated.

                                                Common Stock
                                                 Price Range
                                          --------------------------
                                             High           Low
                                          -----------    -----------

2000
First Quarter                              $ 49.38        $ 30.75
Second Quarter                             $ 50.13        $ 32.63
Third Quarter                              $ 40.31        $ 22.63
Fourth Quarter                             $ 26.88        $ 15.25

2001
First Quarter                              $ 22.50        $ 14.75
Second Quarter                             $ 26.80        $ 15.00
Third Quarter                              $ 24.45        $ 15.66
Fourth Quarter                             $ 22.91        $ 16.50




     As  of  March  22,  2002,   the   approximate   number  of  registered
stockholders of record of our common stock was 669.

     We have never declared or paid any cash dividends on our common stock.
We do not currently intend to pay cash dividends in the foreseeable future,
but intend to reinvest  earnings in our  business.  Certain of our debt and
lease agreements contain limits on our ability to pay cash dividends on our
common stock.




                                    14


ITEM 6.  SELECTED FINANCIAL DATA

                FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA
            (IN THOUSANDS, EXCEPT RATIOS AND PER SHARE AMOUNTS)




                                                                    Year Ended December 31,
                                                -------------------------------------------------------------
                                                   2001        2000          1999        1998         1997
                                                                                     
RESULTS OF OPERATIONS:
Net sales                                       $738,498     $950,026     $748,914     $571,733     $599,216
Gross profit                                     179,644      251,054      200,106      134,593      141,000
Operating income                                  62,874      146,051      117,517       72,843       79,182
Net income                                        27,865       84,887       68,077       39,231       37,458
Pro forma net income (1)                              --           --           --           --       34,604

NET INCOME PER SHARE
    INFORMATION (1):
Weighted average number of
    shares outstanding:
    Basic                                         52,692       51,142       50,669       49,221       49,107
    Assuming dilution                             53,500       56,047       52,050       49,521       49,238
Net income per share:
    Basic                                       $   0.53     $   1.66     $   1.34     $   0.80      $  0.70
    Assuming dilution                           $   0.52     $   1.60     $   1.31     $   0.79      $  0.70

BALANCE SHEET DATA:
Cash and cash equivalents                       $ 61,929     $  7,704     $ 30,223     $  4,129      $ 3,330
Property, plant and equipment, net               277,169      251,356      181,488      135,082      133,235
Total assets                                     889,005      721,182      582,535      465,327      483,539
Working capital                                  199,125      209,104      146,952       93,982      112,786
Long-term debt, including
    current maturities                           194,569      227,436      198,402      181,800      265,800
Stockholders' equity                             606,514      374,520      281,344      203,972      150,032

OTHER INFORMATION:
Operating cash flows                            $158,168     $ 44,924     $ 79,419     $ 82,971      $59,688
Depreciation and amortization                     40,529       35,799       29,295       24,662       21,677
Capital expenditures                              70,841       98,640       57,149       22,784       29,871


       (1)  We,  through our wholly  owned  subsidiary  CommScope,  Inc. of
            North Carolina  ("CommScope  NC"), were formerly a wholly owned
            indirect  subsidiary of General Instrument  Corporation with no
            separately issued or outstanding equity securities prior to the
            spin-off on July 28, 1997. On the date of the spin-off, through
            a series of transactions and stockholder dividends initiated by
            General  Instrument,  CommScope  NC  became  our  wholly  owned
            subsidiary.  The unaudited pro forma  information  for 1997 has
            been prepared utilizing the historical  consolidated statements
            of income of  CommScope NC adjusted to reflect a net debt level
            of $275  million  at  January  1, 1997 at an  assumed  weighted
            average  borrowing rate of 6.35% plus the  amortization of debt
            issuance costs  associated  with the new borrowings and a total
            of 49.1  million  common  shares  outstanding  and 49.2 million
            common and potential  common shares  outstanding  for basic and
            diluted earnings per share, respectively.



                                    15



ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION  AND
        RESULTS OF OPERATIONS

COMPANY BACKGROUND

     CommScope,  Inc.,  through its wholly  owned  subsidiaries  and equity
method  investee,   operates  in  the  cable  manufacturing  business  with
manufacturing  facilities  located in the United  States,  Europe and Latin
America. We are a leading worldwide designer,  manufacturer and marketer of
a wide  array  of  broadband  coaxial  cables  and  other  high-performance
electronic and fiber optic cable products for cable television,  telephony,
Internet access and wireless communications.  We believe we are the world's
largest manufacturer of coaxial cable for hybrid fiber coax (HFC) broadband
networks. We are also a leading supplier of coaxial, twisted pair and fiber
optic cables for premise wiring (local area  networks),  wireless and other
communication applications.

     Effective  November 16, 2001, we acquired an 18.4% ownership  interest
in OFS BrightWave, LLC ("OFS BrightWave"), an optical fiber and fiber cable
venture between us and The Furukawa  Electric Co., Ltd.  ("Furukawa").  OFS
BrightWave  was formed to operate a portion of the optical  fiber and fiber
cable  business  ("OFS  Group")  acquired  from  Lucent  Technologies  Inc.
("Lucent").  We issued 10.2 million shares of CommScope, Inc. common stock,
valued at $203.4  million,  to Lucent in lieu of a portion of the  purchase
price payable by Furukawa for the  acquisition of a portion of Lucent's OFS
Group.  Of the amount  paid by us,  $173.4  million  represented  a capital
contribution  in exchange for our 18.4% equity  interest in OFS  BrightWave
and  $30  million   represented  a  loan  from  one  of  our  wholly  owned
subsidiaries to OFS BrightWave.  The remaining 81.6% equity interest in OFS
BrightWave is owned by an indirect wholly owned subsidiary of Furukawa. The
businesses  acquired  include  transmission  fiber and cable  manufacturing
capabilities at a 2.9 million square foot facility in Norcross, Georgia, as
well as facilities in Germany and Brazil and an interest in a joint venture
in  Carrollton,  Georgia.  We expect our  investment in OFS  BrightWave and
other  arrangements  with  Furukawa  to provide  access to  optical  fiber,
including premium fiber,  under a supply agreement,  enhance our technology
platform with access to key intellectual  property,  and create a strategic
partner in optical fiber and fiber cable manufacturing.


CRITICAL ACCOUNTING POLICIES

     "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations" includes discussion and analysis of our consolidated
financial   statements,   which  have  been  prepared  in  conformity  with
accounting  principles  generally accepted in the United States of America.
The preparation of these financial  statements  requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and  accompanying  notes.  These estimates and their  underlying
assumptions  form the basis for making  judgments about the carrying values
of  assets  and  liabilities  that  are not  readily  apparent  from  other


                                    16


objective sources.  Management bases its estimates on historical experience
and  on  assumptions   that  are  believed  to  be  reasonable   under  the
circumstances  and revises its estimates,  as appropriate,  when changes in
events  or   circumstances   indicate  that  revisions  may  be  necessary.
Significant  accounting  estimates  reflected in our  financial  statements
include  the  allowance  for  doubtful   accounts,   inventory  excess  and
obsolescence reserves,  warranty and distributor price protection reserves,
reserves for sales returns, discounts,  allowances, and rebates, income tax
valuation allowances, and impairment reviews for investments, fixed assets,
goodwill  and other  intangibles.  Although  these  estimates  are based on
management's  knowledge of and experience  with past and current events and
on management's  assumptions about future events, it is at least reasonably
possible that they may ultimately differ materially from actual results.

     Management believes the following critical accounting policies require
its more significant judgments and estimates used in the preparation of its
consolidated  financial  statements.  We maintain  allowances  for doubtful
accounts for estimated  losses expected to result from the inability of our
customers  to  make  required  payments.   These  estimates  are  based  on
management's  evaluation of the ability of our customers to make  payments,
focusing on customer financial difficulties and age of receivable balances.
An adverse change in financial condition of a significant customer or group
of customers could  materially  affect  management's  estimates  related to
doubtful accounts.  We record estimated  reductions to revenue for customer
programs and incentive offerings,  such as discounts,  allowances,  rebates
and distributor  price  protection  programs.  These estimates are based on
contract terms, historical experience,  inventory levels in the distributor
channel,   and  other  factors.   Management  believes  it  has  sufficient
historical  experience to allow for reasonable  and reliable  estimation of
these reductions to revenue.  However,  declining  market  conditions could
result in increased estimates of sales returns and allowances and potential
distributor   price   protection   incentives,   resulting  in  incremental
reductions  to revenue.  We  maintain  allowances  for excess and  obsolete
inventory.  These estimates are based on management's assumptions about and
analysis  of  relevant  factors  including  current  levels of  orders  and
backlog,  shipment experience,  forecasted demand and market conditions. We
do  not  believe  our  products  are  subject  to  a  significant  risk  of
obsolescence  in the short term and management  believes it has the ability
to adjust production levels in response to declining  demand.  However,  if
actual  market   conditions  become  less  favorable  than  anticipated  by
management,  additional  allowances for excess and obsolete inventory could
be required.  Management reviews goodwill,  intangible assets, investments,
and other  long-lived  assets  for  impairment  when  events or  changes in
circumstances  indicate  that  their  carrying  values  may  not  be  fully
recoverable.  Management  assesses  potential  impairment  of the  carrying
values of these assets based on market prices, if available, or assumptions
about and  estimates  of future  cash  flows  expected  to arise from these
assets.   Future  cash  flows  may  be  adversely   impacted  by  operating
performance,  market  conditions,  and other  factors.  If an impairment is
indicated by this analysis, the impairment charge to be recognized, if any,
would be measured as the amount by which the  carrying  value  exceeds fair
value,  estimated by management  based on market prices,  if available,  or
forecasted cash flows,  discounted using a discount rate  commensurate with
the risks involved.  Assumptions  related to future cash flows and discount
rates  involve   management   judgment  and  are  subject  to   significant
uncertainty.  If future cash flows,  discount  rates and other  assumptions
used  in  the  assessment  and   measurement  of  impairment   differ  from
management's  estimates and forecasts,  additional impairment charges could
be required.  Discussion  of 2001  impairment  charges is located under the
heading  "Impairment  charges for fixed assets and investments"  within the
"Comparison  of results of operations  for the year ended December 31, 2001
with the  year  ended  December  31,  2000."  See  also  discussion  of new
standards for testing goodwill and other identifiable intangible assets for
impairment under "Newly Issued Accounting Standards."


FINANCIAL HIGHLIGHTS

For the three-year period 1999-2001,  we reported the following results (in
thousands, except per share amounts):




                                                                Year Ended December 31,
                                                --------------------------------------------------------
                                                      2001               2000               1999
                                                -----------------  ------------------ ------------------

                                                                                
Net income                                         $ 27,865            $ 84,887          $ 68,077
Net income per share - assuming dilution               0.52                1.60              1.31


     Net  income for the year  ended  December  31,  2001  included  pretax
charges of $13 million,  or $0.18 per diluted share, net of tax, related to
impairment of certain fixed assets,  including our Kings Mountain  facility
and an investment in a wireless  infrastructure project management company,
now in the process of being liquidated. The tax benefit of the capital loss
arising from  impairment of this  investment has been offset by a valuation
allowance  due to  uncertainty  about  our  ability  to  utilize  this  tax
deduction.   These   impairment   charges  were  primarily  the  result  of
challenging  industry  conditions which prompted management to make certain
estimates and  assumptions in order to determine if the carrying  values of
these assets may not be fully recoverable.

     Also included in net income for the year ended  December 31, 2001 were
pretax charges of approximately $8 million, or $0.09 per diluted share, net
of  tax,  representing   financing  and  formation  costs  related  to  our


                                    17


investment in OFS  BrightWave.  These pretax charges were incurred prior to
restructuring  the joint venture  arrangements with Furukawa related to the
acquisition of Lucent's OFS Group and are not  capitalizable as part of our
investment  in the  restructured  venture.  See  further  discussion  under
"Terminated acquisition costs."

     Net income for the year ended December 31, 2000 included a pretax gain
of $517 thousand  related to the final  liquidation of a closed  Australian
joint venture.  This joint venture was completely  dissolved as of December
29, 2000,  when the  deregistration  period  required by  Australian  legal
authorities expired.

     Our consolidated  financial statements and related notes,  included in
Item 8, should be read as an integral part of the financial  highlights and
the following financial review.

COMPARISON  OF RESULTS OF OPERATIONS  FOR THE YEAR ENDED  DECEMBER 31, 2001
WITH THE YEAR ENDED DECEMBER 31, 2000


NET SALES

     Net  sales for the year  ended  December  31,  2001  decreased  $211.5
million or 22% to $738.5 million,  from 2000. The decrease in net sales was
mainly due to  deteriorating  global economic  conditions which resulted in
declining demand and competitive  pricing  pressures for some product lines
both domestically and internationally.

     The  following  table  presents  (in  millions)  our revenues by broad
product group as well as domestic versus  international sales for the years
ended December 31, 2001 and 2000:



                                                  2001 Net     % of 2001 Net    2000 Net      % of 2000
                                                    Sales          Sales          Sales       Net Sales
                                                ----------------------------------------------------------

                                                                                    
Broadband/Video Products                            $588.3          79.7 %      $ 723.8          76.2 %
LAN Products                                          88.3          12.0           85.3           9.0
Wireless & Other Telecom Products                     61.9           8.3          140.9          14.8
                                                ----------------------------------------------------------
     Total worldwide sales                          $738.5         100.0 %      $ 950.0         100.0 %
                                                ==========================================================

Domestic sales                                      $565.2          76.5 %      $ 717.6          75.5 %
International sales                                  173.3          23.5          232.4          24.5
                                                ----------------------------------------------------------
     Total worldwide sales                          $738.5         100.0 %      $ 950.0         100.0 %
                                                ==========================================================


     For the year ended December 31, 2001,  international  sales  decreased
$59.1 million,  or 25%, to $173.3 million,  from 2000, with sales down year
over year in all regions primarily due to the difficult global environment.
While we believe that near term international sales will be depressed until
the global  economy  improves,  we remain  optimistic  about the  long-term
global  opportunities  for  broadband  cable.  During 2001, we opened a new
manufacturing  facility  in  Brazil,  which  we  expect  will  enhance  our
competitive  position  in Latin  America,  especially  when  this  region's
economy improves.

     Net  sales  of  broadband  and  other  video   distribution   products
("Broadband/Video Products") for the year ended December 31, 2001 decreased
$135.5  million,  or 19%, to $588.3  million,  from 2000.  The decrease was
primarily  attributable  to  lower  sales  volumes,  and was  significantly
affected by the  downturn in  international  demand.  Increases in sales to
most of the  large  domestic  broadband  service  providers  were more than
offset by substantial decreases in sales to alternate service providers and
to AT&T Broadband.  Domestic  Broadband/Video sales decreased approximately


                                    18


16% year over year. The decrease in  Broadband/Video  Products sales volume
was somewhat  offset by modest price  increases  for certain HFC  products.
Sales were also  positively  affected by a  favorable  shift in product mix
resulting  from  sales  of  fiber  optic  cable,  primarily  for  broadband
applications,  which represented  approximately 15% of total sales in 2001.
However,  sales of fiber optic cable slowed  during the second half of 2001
as a result  of  challenging  market  conditions  and  competitive  pricing
pressures.  While we expect  the  market  for fiber  optic  cable to remain
difficult  during  2002,  we believe that our ability to offer both coaxial
and fiber optic  cable,  as well as other types of  communications  cables,
continues to be an important competitive advantage. We also believe that we
will  benefit  in 2002  from the  anticipated  increase  in  infrastructure
spending announced by AT&T Broadband.

     Net sales of local area  network and other data  application  products
("LAN  Products")  for the year ended  December  31,  2001  increased  $3.0
million, or 4%, to $88.3 million, from 2000. The increase was primarily due
to a favorable  shift to more  enhanced  products  at higher  unit  prices,
offset by a decline  in unit  volume.  Net  pricing  was not a  significant
factor in the  year-over-year  increase in sales of LAN Products.  We began
implementing  a  comprehensive  performance  improvement  plan  for our LAN
Products group during the fourth quarter of 2000. This plan included, among
other things,  reorganizing LAN sales and operational management as well as
ongoing  efforts  to  reduce   distribution   channel  inventory,   improve
efficiency, and increase the velocity of the manufacturing and distribution
cycle.   This   reorganization   resulted  in  growth  in  both  sales  and
profitability  of our LAN  Products  and we  believe  it has  improved  our
ability to provide  world-class  network cabling  solutions to our domestic
customers.

     Net sales of wireless and other telecommunications products ("Wireless
and Other Telecom Products") for the year ended December 31, 2001 decreased
$79.0 million, or 56%, to $61.9 million,  from 2000, primarily due to lower
sales of  Other  Telecom  Products  related  to  telephone  central  office
applications. The decrease in sales of Other Telecom Products was primarily
driven by lower volumes,  offset  somewhat by a favorable  shift in product
mix. We expect ongoing softness and significant  competitive  pressures for
these  Other  Telecom  Products.  Sales  of  Wireless  Products  were  down
significantly  year over year  primarily  due to the  general  slowdown  in
telecommunications  capital spending and the inability of certain customers
to get  financing  for their  projects.  The  decrease in sales of Wireless
Products was primarily driven by lower volumes,  and was impacted  somewhat
by an unfavorable  shift in product mix. During 2001 we expanded our global
capacity in the wireless market and now have production capability in Latin
America and Europe. We continue to experience aggressive competition in the
wireless market.

GROSS PROFIT (NET SALES LESS COST OF SALES)

     Gross profit for the year ended December 31, 2001 was $179.6  million,
compared to $251.1 million for 2000, a decrease of 28%. Gross profit margin
decreased  over 200 basis  points to 24.3% for the year ended  December 31,
2001,  compared to 26.4% for 2000.  The decreases in gross profit and gross
profit  margin  were  primarily  due to lower  sales  volumes.  Changes  in
material  costs  did not have a  significant  impact on 2001  gross  profit
margin.


SELLING, GENERAL AND ADMINISTRATIVE

     Selling,  general  and  administrative  ("SG&A")  expense for the year
ended December 31, 2001  increased  $2.3 million,  or 3%, to $83.5 million,
from 2000. The year-over-year increase in SG&A expense was primarily due to
increased  charges for  doubtful  accounts  and ongoing  investment  in our
information  technology  infrastructure.  We recorded  charges for doubtful
accounts in the amount of  approximately  $6.5 million in 2001  compared to
$4.5  million in 2000.  We believe we have taken  appropriate  charges  for
doubtful accounts as a result of the difficult market  environment based on
our  analysis  of  customer  financial  difficulties,   age  of  receivable
balances,  and other relevant factors. We plan to continue investing in our
information technology infrastructure in order to further differentiate our
service model through technology.

     As a  percentage  of net sales,  SG&A  expense  was 11.3% for the year
ended  December 31, 2001  compared to 8.5% for the year ended  December 31,
2000.  The  increase  in SG&A  expense  as a  percentage  of net  sales was
primarily due to sales declining faster than sales and marketing  expenses,
as well as the  factors  discussed  above.  We intend to  continue  to fund
domestic and international  sales and marketing efforts in order to enhance
our  competitive  position  around the world in  anticipation  of improving
global economic conditions.




                                    19


RESEARCH AND DEVELOPMENT

     Research  and  development  expense  as  a  percentage  of  net  sales
decreased to 1.0% for the year ended  December  31, 2001,  compared to 1.9%
for the year ended  December 31, 2000.  This  decrease was primarily due to
the substantial  completion of certain aspects of our vertical  integration
projects for  bimetallic  wire  fabrication  and fine wire drawing in 2001.
During  2001,  our major  projects  consisted  primarily  of  research  and
engineering  activity  related  to the  production  of copper  clad  metals
required to advance the design of those materials and related  processes to
the point that they meet specific functional and economic  requirements and
are ready for full-scale  manufacturing.  We have undertaken these projects
as part  of our  vertical  integration  strategy  in an  effort  to  reduce
materials costs and reliance on limited sources of key raw materials. These
projects  were in process  as of  December  31,  2001 and are  expected  to
continue   into  2002.  In  addition,   we  entered  into   cross-licensing
arrangements  with  Furukawa  in  2001,  providing  us with  access  to key
technology for communications cable, especially fiber optic cable, that has
taken years to develop.


TERMINATED ACQUISITION COSTS

     Our acquisition of an 18.4% ownership interest in OFS BrightWave as of
November 16, 2001 was  restructured  from a previously  contemplated  joint
venture   arrangement   announced  July  24,  2001.  Under  the  originally
contemplated  arrangement,  we would have  formed two joint  ventures  with
Furukawa to acquire  certain fiber cable and  transmission  fiber assets of
Lucent's OFS Group.  Given the uncertain  economic  environment  and severe
downturn   in  the   telecommunications   market  as  well  as   associated
difficulties  in the  financing  markets  following  the September 11, 2001
tragedy,   we  agreed  with  Furukawa  to  restructure  the  joint  venture
arrangements,  resulting in a reduced ownership  participation for us. As a
result of the restructuring of this venture,  we recorded pretax charges of
approximately  $8 million,  or $0.09 per diluted share,  net of tax, during
2001,  related to  financing  and  formation  costs of the  original  joint
venture arrangements, which are not capitalizable as part of our investment
in the restructured venture.


IMPAIRMENT CHARGES FOR FIXED ASSETS AND INVESTMENTS

     During 2001,  we took a number of steps to manage costs and  evaluated
all aspects of our business in response to challenging industry conditions.
As a result of our review,  we recorded pretax charges of approximately $13
million,  or $0.18 per  diluted  share,  net of tax,  during the year ended
December 31, 2001 related to the impairment of certain  assets.  Management
identified  specific  assets that were  determined to have no future use in
our operations and assets whose anticipated  undiscounted future cash flows
were less than their carrying values. These impairment adjustments included
equipment  charges and a write-down of our Kings Mountain  facility,  which
was under construction.  Equipment that was intended for the Kings Mountain
facility is expected to be redeployed overseas. The impairment charges also
included  the  write-off  of an  investment  in a  wireless  infrastructure
project management company,  now in the process of being liquidated,  whose
fair value was  determined to be zero.  The tax benefit of the capital loss
arising from  impairment of this  investment has been offset by a valuation
allowance  due to  uncertainty  about  our  ability  to  utilize  this  tax
deduction.


                                    20

OTHER INCOME (EXPENSE), NET

     Other  income  (expense),  net for the year ended  December  31,  2000
included a pretax gain of $517 thousand related to the final liquidation of
a closed  Australian  joint  venture.  This joint  venture  was  completely
dissolved as of December 29, 2000, when the deregistration  period required
by the Australian legal authorities expired.

NET INTEREST EXPENSE

     Net  interest  expense for the year ended  December  31, 2001 was $7.5
million,  compared to $9.7 million for 2000. Our weighted average effective
interest  rate  on  outstanding   borrowings,   including  amortization  of
associated loan fees, was 4.61% as of December 31, 2001,  compared to 5.14%
as of December 31, 2000. The decrease in net interest expense was primarily
due to lower  average  outstanding  balances  on  long-term  debt and lower
variable interest rates.


INCOME TAXES

     Our effective  income tax rate was 37% for the year ended December 31,
2001  compared to 38% for 2000.  The decrease in our  effective  income tax
rate was primarily a result of certain tax savings strategies.  The benefit
of these  strategies  was offset by valuation  allowances  established  for
deferred tax assets related to a capital loss carryforward on an investment
and a foreign net operating loss carryforward,  the realization of which is
considered  to be uncertain.  We expect the  effective  income tax rate for
2002 to remain at approximately 37%.


EQUITY IN LOSSES OF OFS BRIGHTWAVE, LLC

     For the six week period from  November  17, 2001 to December 31, 2001,
our 18.4% equity interest in the losses of OFS BrightWave was approximately
$11  million,  pretax.  Since OFS  BrightWave  has elected to be taxed as a
partnership,  we have  recorded a tax benefit of  approximately  $4 million
related to our 18.4% equity interest in the flow-through losses. The losses
of approximately $61 million incurred by OFS BrightWave during the six-week
period ended  December 31, 2001 were impacted by  nonrecurring  startup and
organizational costs of approximately $15 million, related to the write-off
of  in-process  research  and  development,   separation  from  Lucent  and
commencement of independent operations. OFS BrightWave operates in the same
markets we do and its financial results were also adversely affected by the
downturn in the global  economy  and the  telecommunications  industry.  In
addition,  OFS BrightWave is party to manufacturing  and supply  agreements
with OFS Fitel,  LLC,  which is wholly  owned 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 OFS BrightWave and ultimately on
our results of  operations  and financial  condition.  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  during 2002.
Based on these  expectations,  we expect  that OFS  BrightWave  will  incur
losses for 2002.

COMPARISON  OF RESULTS OF OPERATIONS  FOR THE YEAR ENDED  DECEMBER 31, 2000
WITH THE YEAR ENDED DECEMBER 31, 1999


NET SALES

     Net  sales for the year  ended  December  31,  2000  increased  $201.1
million or 27% to $950.0 million,  from 1999. The increase in net sales was
primarily driven by strong sales of broadband and fiber optic cable for HFC
applications. Higher sales volume, combined with price increases on certain
HFC  products,  accounted  for the  majority  of the  year-over-year  sales
increase.




                                    21


     The  following  table  presents  (in  millions)  our revenues by broad
product group as well as domestic versus  international sales for the years
ended December 31, 2000 and 1999:



                                          2000 Net     % of 2000 Net    1999 Net      % of 1999
                                            Sales          Sales          Sales       Net Sales
                                        ----------------------------------------------------------

                                                                           
Broadband/Video Products                  $ 723.8          76.2 %       $ 557.4         74.4 %
LAN Products                                 85.3           9.0            87.3         11.7
Wireless & Other Telecom Products           140.9          14.8           104.2         13.9
                                        ----------------------------------------------------------
     Total worldwide sales                $ 950.0         100.0 %       $ 748.9        100.0 %
                                        ==========================================================

Domestic sales                            $ 717.6          75.5 %       $ 571.2         76.3 %
International sales                         232.4          24.5           177.7         23.7
                                        ----------------------------------------------------------
     Total worldwide sales                $ 950.0         100.0 %       $ 748.9        100.0 %
                                        ==========================================================


     For the year ended December 31, 2000,  international  sales  increased
31% compared to 1999,  mainly due to robust demand for HFC products  around
the world, with particular strength in the Latin American region.

     Net sales of Broadband/Video  Products for the year ended December 31,
2000  increased  $166.4  million or 30% to $723.8  million,  from 1999. The
increase  in sales of  Broadband/Video  Products  resulted  primarily  from
strong sales of broadband  cable to domestic  telecommunications  companies
and  cable  television   system   operators.   Most  of  the  increase  was
attributable to volume with modest price increases on certain  products and
slight  improvement  in product mix.  Domestic  Broadband/Video  sales grew
approximately 29% year over year, led by strong sales of fiber optic cable.

     Net  sales  of LAN  Products  for the year  ended  December  31,  2000
decreased  $2 million or 2% to $85.3  million,  from 1999.  The decrease in
sales of LAN Products  was  primarily  driven by declining  unit volume and
some  decline in prices,  offset  partially  by a  favorable  shift to more
enhanced  products with higher average selling prices.  The  year-over-year
unit volume decline in sales of LAN Products was primarily due to a buildup
of distribution  channel  inventory in the first half of 2000, which slowed
sales in the second half of the year. We began implementing a comprehensive
performance  improvement  plan for our LAN Products group during the fourth
quarter of 2000. This plan included,  among other things,  reorganizing LAN
sales and  operational  management  as well as  ongoing  efforts  to reduce
distribution  channel  inventory,  improve  efficiency,  and  increase  the
velocity of the manufacturing and distribution cycle.

     Net sales of Wireless  and Other  Telecom  Products for the year ended
December 31, 2000 increased  $36.7 million or 35% to $140.9  million,  from
1999.  This increase was primarily due to growth in sales of both telephone
central office products and our  newest-generation  wireless cables.  Other
Telecom  Products  declined in terms of volume,  but this  decline was more
than offset by improved  product mix. The volume of Wireless  Products sold
increased  year over year,  but this  increase was  somewhat  reduced by an
unfavorable shift in product mix and declining prices.

GROSS PROFIT (NET SALES LESS COST OF SALES)

     Gross profit for the year ended December 31, 2000 was $251.1  million,
compared to $200.1  million for 1999,  an  increase  of 25%.  Gross  profit
margin  decreased  slightly to 26.4% for the year ended  December 31, 2000,
compared to gross profit margin of 26.7% for 1999.



                                    22


     While price  increases for HFC products had a positive effect on gross
profit margin during 2000, they were more than offset by the combination of
lower  prices for LAN  Products,  the  rising  cost of key  materials,  and
reduced manufacturing efficiency resulting from capacity expansions.

     During 2000,  supplies of key  materials,  such as  bimetallic  center
conductors  and optical fiber were tight.  A major focus for us in 2000 was
the acceleration of internal production of bimetallic center conductors for
coaxial  cables.  While the ramp up of  production  progressed  slower than
anticipated,  we made significant progress improving output in this project
in the second half of 2000.


SELLING, GENERAL AND ADMINISTRATIVE

     SG&A expense for the year ended  December 31, 2000 was $81.2  million,
compared to $68.9  million for 1999.  As a  percentage  of net sales,  SG&A
expense was 8.5% for the year ended December 31, 2000 and 9.2% for the year
ended December 31, 1999. The absolute amount of SG&A expense increased over
the  prior  period  as a result of the  expansion  of sales  and  marketing
efforts to support developing  products and sales growth targets.  However,
as a percentage  of net sales,  SG&A expense  decreased in 2000 compared to
1999, as a result of increased  sales levels and effective cost  management
efforts.


RESEARCH AND DEVELOPMENT

     Research  and  development  expense  as  a  percentage  of  net  sales
increased to 1.9% for the year ended  December  31, 2000,  compared to 1.1%
for the year ended  December 31, 1999.  This  increase was primarily due to
our vertical  integration projects for bimetallic wire fabrication and fine
wire drawing.  We have  undertaken  these  projects as part of our vertical
integration strategy in an effort to reduce materials costs and reliance on
limited sources of key raw materials.

OTHER INCOME (EXPENSE), NET

     Other  income  (expense),  net for the year ended  December  31,  2000
included a pretax gain of $517 thousand related to the final liquidation of
a closed  Australian  joint  venture.  This joint  venture  was  completely
dissolved as of December 29, 2000, when the deregistration  period required
by the Australian legal authorities expired.


NET INTEREST EXPENSE

     Net  interest  expense for the year ended  December  31, 2000 was $9.7
million,  compared to $9.6 million for 1999. Our weighted average effective
interest  rate  on  outstanding   borrowings,   including  amortization  of
associated loan fees, was 5.14% as of December 31, 2000,  compared to 4.82%
as of December 31, 1999.


INCOME TAXES

     Our effective  income tax rate was 38% for the year ended December 31,
2000 and 37% for  1999.  This  slight  increase  was  primarily  due to the
dilution of our foreign sales  corporation tax benefit,  a result of strong
domestic sales and increasing sales from our Belgium  facility,  and higher
tax rates in foreign jurisdictions, particularly Belgium.

LIQUIDITY AND CAPITAL RESOURCES

     Our principal  sources of liquidity both on a short-term and long-term
basis are cash flows  provided by operations  and borrowing  capacity under
credit  facilities.  Reduced  sales  and  profitability  could  reduce  the
availability  of cash  provided by  operations.  In addition,  increases in
sales and accounts  receivable could reduce our operating cash flows in the
short term until cash collections catch up to the higher level of billings.



                                    23


     Cash  provided by operations  increased  $113.2  million,  or 252%, to
$158.2  million  for the year ended  December  31,  2001,  from 2000.  This
increase  in  operating  cash flow was  primarily  due to  reduced  working
capital on lower sales. The most significant  impact on operating cash flow
during 2001 was derived from  collections of accounts  receivable in excess
of billings.

     Working  capital  decreased 5% to $199.1 million at December 31, 2001,
from $209.1 million at December 31, 2000.  The decrease in working  capital
was primarily due to lower accounts receivable,  resulting from collections
in excess of  billings  due to  declining  sales.  Lower  inventory  levels
resulting from reduced demand for our products also  contributed to reduced
working capital.  The decrease in other accrued  liabilities in 2001, which
increased working capital,  was primarily due to lower accrued compensation
costs related to employee incentive plans.

     During the year ended  December 31, 2001, we invested $70.8 million in
equipment and  facilities  compared to $98.6  million in 2000.  The capital
spending  during  2001 and 2000  was  primarily  for  projects  related  to
vertical integration,  capacity expansion,  and equipment upgrades. We have
completed  an  aggressive   three-year   capacity  expansion  program  that
increased our overall production  capability in order to position ourselves
to meet anticipated  worldwide demand for HFC products.  While we may place
additional  production  capability in important  international  markets, we
expect capital  expenditures  to remain at a level below  depreciation  and
amortization  expense  for the next  several  years.  We  currently  expect
capital  expenditures  to be in the  range of $25 to $30  million  in 2002,
primarily  for  global  capacity   expansion  and  information   technology
initiatives, depending upon business conditions.

     As of December 31, 2001, we had committed funds of approximately  $3.1
million under purchase orders and contracts related to vertical integration
projects  and  equipment   and  capacity   upgrades  to  meet  current  and
anticipated future business demands.

     During the fourth  quarter of 2001, we made a strategic  investment by
joining  with  Furukawa  to acquire an interest in a portion of the optical
fiber and fiber cable business of Lucent's OFS Group.  We acquired an 18.4%
ownership  interest,  valued at $173.4  million  in OFS  BrightWave,  which
includes transmission fiber and fiber cable manufacturing capabilities at a
2.9  million  square  foot  facility  in  Norcross,  Georgia,  as  well  as
facilities  in Germany  and Brazil and an  interest  in a joint  venture in
Carrollton,  Georgia.  The  acquisition  of our  $173.4  million  ownership
interest  and a $30  million  note  receivable  was  financed  in a noncash
transaction by issuing 10.2 million shares of CommScope,  Inc. common stock
valued at $203.4  million  to  Lucent.  We also  incurred  direct  costs of
acquisition  of  $4.8  million  in  2001,  which  were  capitalized  in our
investment balance as of December 31, 2001. Although we are not required to
make any  additional  cash  investments  in the  form of  loans or  capital
contributions  to OFS BrightWave,  our failure to do so could result in the
dilution of our ownership  percentage.  In addition,  we have a contractual
right to sell our ownership interest to Furukawa in 2004 for a cash payment
to us of our original $173.4 million capital investment and an acceleration
of repayment of the note receivable.

     OFS BrightWave is party to  manufacturing  and supply  agreements with
OFS  Fitel,  LLC,  which is  wholly  owned  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 OFS BrightWave and ultimately on
the results of our operations and financial condition.

     In addition,  we are party to an optical fiber supply  agreement  with
OFS Fitel,  LLC which provides us with another source for our optical fiber
requirements. The pricing under this arrangement is based on market prices,
adjusted  periodically as agreed upon by the parties.  We made no purchases
under this supply agreement during 2001.

     During 2000, we made an investment of approximately  $3.8 million in a
wireless  infrastructure project management company. Our investment in this
company, now in the process of being liquidated,  was determined to have no
realizable  value by the end of 2001, and was completely  written off as an
impaired asset.

     Our  revolving  credit  agreement,  which  expires in  December  2002,
provides a total of $350 million in  revolving  credit  commitments  in the
form of loans and letters of credit. Our available borrowing capacity under
the revolving credit  agreement,  determined on a quarterly basis, is based
on certain  financial  ratios  which are affected by the level of long-term
debt outstanding and our profitability.  As of December 31, 2001, we had no
outstanding  indebtedness  under this  revolving  credit  agreement and our
available  borrowing capacity was approximately $269 million. We owed total
long-term  debt of $194.6  million,  or 24% of our book capital  structure,
defined as long-term debt and total  stockholders'  equity,  as of December
31, 2001, compared to $227.4 million, or 38% of our book capital structure,
as of December  31, 2000.  The  decrease in long-term  debt during 2001 was
primarily due to the  repayment of $30 million  under our revolving  credit
agreement,  in addition to repayments  of $2 million and favorable  foreign
currency   transaction   gains  on  our  Eurodollar   Credit  Agreement  of
approximately  $1  million,   which  were  recorded  to  accumulated  other
comprehensive loss.



                                    24


     Our revolving  credit  agreement  contains  covenants  requiring us to
maintain a total debt to EBITDA ratio, a net worth  maintenance  ratio, and
an interest  expense ratio.  Our  performance  under these  covenants could
impact our cost of funds and our  noncompliance  with these covenants could
negatively  impact our access to funds  available  under that facility.  We
were in compliance with these  covenants as of December 31, 2001.  However,
we expect the market for fiber optic cable to remain difficult during 2002,
and if our share of losses in OFS BrightWave is  significant,  we may be at
risk of noncompliance with these covenants. This revolving credit agreement
expires in  December  2002 and we do not  currently  anticipate  difficulty
securing new financing on acceptable terms.

MARKET RISK

     We have  established  a risk  management  strategy  that  includes the
reasonable  use  of  derivative  and  nonderivative  financial  instruments
primarily  to manage our exposure to market  risks  resulting  from adverse
fluctuations  in  commodity  prices,  interest  rates and foreign  currency
exchange rates.  Derivative financial  instruments which may be used by us,
include commodity pricing contracts,  foreign currency exchange  contracts,
and  contracts  hedging  exposure  to  interest  rates.  Our  policy  is to
designate all  derivatives as hedges.  We do not use  derivative  financial
instruments for trading purposes, nor do we engage in speculation.

     Materials,  in their finished form, account for a large portion of our
cost of sales.  These  materials,  such as fabricated  aluminum,  plastics,
bimetals,  copper and optical fiber, are subject to changes in market price
as they  are  linked  to the  commodity  markets.  Management  attempts  to
mitigate these risks through effective requirements planning and by working
closely  with our key  suppliers  to obtain the best  possible  pricing and
delivery  terms.  However,  increases  in the prices of  certain  commodity
products could result in higher overall production costs.

     Approximately  23% of our 2001 sales were to customers located outside
the  United  States.  Although  we  primarily  bill  customers  in  foreign
countries  in US  dollars,  a  portion  of our  sales  are  denominated  in
currencies  other than the US dollar,  particularly  sales from our foreign
subsidiaries.  Significant changes in foreign currency exchange rates could
adversely affect our international  sales levels and the related collection
of  amounts  due.  In  addition,  a  significant  decline  in the  value of
currencies  used in  certain  regions  of the world as  compared  to the US
dollar could  adversely  affect product sales in those regions  because our
products may become more expensive for those  customers to pay for in their
local currency.  The 1999 acquisition of our Belgian  subsidiary  created a
specific  market  risk that a decline in the value of the euro  compared to
the US dollar could adversely affect our net investment in that subsidiary.
Our Eurodollar Credit Agreement, which is denominated in euros, serves as a
partial  hedge  of our  net  investment  in  the  Belgian  subsidiary.  Our
investment  in Brazil  during 2000 created a new foreign  subsidiary  and a
specific  market  risk that a decline  in the value of the  Brazilian  real
compared to the US dollar could adversely affect our net investment in that
subsidiary.  We  continue to evaluate  alternatives  to help us  reasonably
manage the market risk of our net investment in the Brazilian subsidiary.



                                    25


     As of  December  31,  2001 and  2000,  the only  derivative  financial
instrument outstanding was an interest rate swap agreement that serves as a
fixed-rate  hedge of the  variable-rate  borrowings  under  our  Eurodollar
Credit  Agreement,  as required  under the covenants of this term loan. The
fair value of the interest rate swap agreement  outstanding at December 31,
2001 and 2000 was not material to our financial  position.  At December 31,
2001,  we were  continuing  to  evaluate  hedging  alternatives  related to
foreign currency exposures. In addition, we evaluated our commodity pricing
exposures  and  concluded  that  it  was  not  currently  practical  to use
derivative  financial  instruments  to hedge our  current  commodity  price
risks.

     Our nonderivative  financial instruments consist primarily of cash and
cash equivalents,  trade receivables, trade payables, and debt instruments.
At December 31, 2001 and 2000, the carrying values of each of the financial
instruments recorded on our balance sheet were considered representative of
their respective fair values due to their variable  interest rates and / or
short terms to maturity,  with the exception of our convertible debt, which
was recorded in the financial  statements at $172.5 million, but had a fair
value of $136.7 million at December 31, 2001 and $122.5 million at December
31, 2000.  Fair value of our debt is estimated  using  discounted cash flow
analysis,  based on our  current  incremental  borrowing  rates for similar
types of arrangements, or quoted market prices whenever available.

     The  following  tables  summarize  our market  risks  associated  with
long-term  debt and foreign  currency  exposure as of December 31, 2001 and
2000. The tables  present  principal and interest cash outflows and related
interest rates by year of maturity.  Variable  interest rates for each year
represent the interest  rate  effective for the related loan as of December
31,  2001 for the first  table and as of  December  31, 2000 for the second
table.  However,  the interest rate on the Eurodollar  Credit Agreement for
both years is fixed at 4.53%,  since we have  designated  an interest  rate
swap agreement as a fixed-rate  hedge of the variable rate borrowings under
this  agreement,  as required by its terms.  The interest cash outflows for
the Eurodollar Credit Agreement, disclosed below, include the effect of the
interest  rate swap  agreement,  which  effectively  converts  the variable
interest  payments to a fixed-rate  basis.  In addition,  foreign  currency
exchange rates on our Eurodollar Credit  Agreement,  for both principal and
interest  payments,  are based on the exchange rate as of December 31, 2001
for the first table and as of December 31, 2000 for the second  table.  The
tables assume  payments  will be made in  accordance  with due dates in the
respective  agreements  and no  prepayment  of any  amounts  due,  with the
exception  of the  prepayment  of $30 million  under our  revolving  credit
agreement in early 2001.




                                    26


     The  tabular  format  used below does not reflect our option to redeem
all or a portion of the $172.5 million  convertible notes at any time on or
after December 15, 2002 at redemption prices specified in the indenture, or
our option to prepay the Eurodollar Credit Agreement in whole or in part at
any time prior to the due date of March 1, 2006.


           Long-term Debt Principal and Interest Payments by Year
                              ($ in millions)

                          As of December 31, 2001



                              2002      2003      2004       2005      2006    There-     Total      Fair
                                                                                after                Value
                           -----------------------------------------------------------------------------------

                                                                          
Fixed rate ($US)                $ 6.9     $ 6.9     $ 6.9      $ 6.9    $179.4  $   --     $207.0    $136.7
   Average interest rate        4.00%     4.00%     4.00%      4.00%     4.00%      --
Variable rate ($US)             $ 0.2     $ 0.2     $ 0.2      $ 0.2     $ 0.2  $ 12.4      $13.4     $10.8
   Average interest rate        2.13%     2.13%     2.13%      2.13%     2.13%    2.13%
Fixed rate (EUR)                $ 3.1     $ 3.0     $ 2.9      $ 2.7     $ 0.7  $   --      $12.4     $11.3
   Average interest rate        4.53%     4.53%     4.53%      4.53%     4.53%      --


                          As of December 31, 2000

                              2001      2002      2003       2004      2005    There-      Total       Fair
                                                                                after                 Value
                           -----------------------------------------------------------------------------------

                                                                          
Fixed rate ($US)                $ 6.9     $ 6.9     $ 6.9      $ 6.9     $ 6.9  $ 179.4     $213.9    $122.5
   Average interest rate        4.00%     4.00%     4.00%      4.00%     4.00%    4.00%
Variable rate ($US)             $30.2     $ --      $ --       $ --      $ --   $   --      $ 30.2    $ 30.0
   Average interest rate        7.02%       --        --         --        --       --
Variable rate ($US)             $ 0.7     $ 0.7     $ 0.7      $ 0.7     $ 0.7  $ 17.3      $ 20.8    $ 10.8
   Average interest rate        6.66%     6.66%     6.66%      6.66%     6.66%    6.66%
Fixed rate (EUR)                $ 2.7     $ 3.2     $ 3.2      $ 3.1     $ 2.9  $ 0.7       $ 15.8    $ 14.1
   Average interest rate        4.53%     4.53%     4.53%      4.53%     4.53%    4.53%





                                    27


CONTRACTUAL OBLIGATIONS

     The following table summarizes our significant contractual obligations
as of December 31, 2001 (in millions):



                                                          Amount of Payments Due
                                                                per Period
                                                 -----------------------------------------
Contractual Obligations                Total     Less than  1-3 years 4-5 years After 5
                                   Payments Due    1 year                         years
                                   -------------------------------------------------------

                                                                 
Long-term debt                        $ 194.6      $ 2.7    $ 5.4    $ 175.7    $ 10.8
Operating leases (a)                     29.1        3.9       6.1       3.8      15.3
                                   -------------------------------------------------------
Total contractual cash
obligations                           $ 223.7      $ 6.6    $ 11.5   $ 179.5    $ 26.1
                                   =======================================================


(a)  The  contractual  obligations  related  to  operating  leases  include
payments  due  under a  five-year  tax-advantaged  operating  lease for our
corporate office building. At the end of the initial lease term, or renewal
term(s) if renewed,  if we should  decide not to purchase  the facility for
the total  construction  cost of $12.8  million,  we are obligated to pay a
final lease payment of approximately $11 million and to market the facility
on  behalf  of the  lessor.  Any  proceeds  received  from  the sale of the
facility  would first be used to  reimburse  the lessor for the  difference
between the total  construction  cost of the  facility  and the final lease
payment. Any remaining sales proceeds would be retained by us.

EFFECTS OF INFLATION

     We continually attempt to minimize any effect of inflation on earnings
by controlling our operating costs and selling prices.  During the past few
years, the rate of inflation has been low and has not had a material impact
on our results of operations.

     The  principal  raw materials  purchased by us  (fabricated  aluminum,
plastics,  bimetals,  copper and  optical  fiber) are subject to changes in
market price as these materials are linked to the commodity markets. To the
extent that we are unable to pass on cost increases to customers,  the cost
increases could have a significant impact on the results of our operations.

OTHER

     We are either a plaintiff or a defendant in pending  legal  matters in
the normal  course of  business;  however,  we believe  none of these legal
matters will have a materially  adverse effect on our financial  statements
upon final  disposition.  In addition,  we are subject to various  federal,
state, local and foreign laws and regulations  governing the use, discharge
and disposal of  hazardous  materials.  Our  manufacturing  facilities  are
believed to be in substantial compliance with current laws and regulations.
Compliance  with  current  laws and  regulations  has not  had,  and is not
expected to have, a materially adverse effect on our financial statements.

NEWLY ISSUED ACCOUNTING STANDARDS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 141,  "Business
Combinations"  and SFAS No. 142,  "Goodwill and Other  Intangible  Assets."
Both  statements  are  effective  for us on January  1, 2002.  SFAS No. 141


                                    28


requires  that the purchase  method of  accounting be used for all business
combinations  initiated  after June 30, 2001 and  broadens the criteria for
recording  intangible assets separate from goodwill.  SFAS No. 142 requires
the use of a nonamortization approach to account for purchased goodwill and
certain intangible assets with indefinite useful lives and also requires at
least an annual  assessment for  impairment by applying a  fair-value-based
test.  Intangible  assets with  definite  useful lives will  continue to be
amortized over their useful lives.  The adoption of these  statements  will
have a material impact on our results of operations and financial  position
after  December 31, 2001 when  goodwill  will no longer be  amortized.  The
pretax  impact on our  results of  operations  and  financial  position  of
adopting a  nonamortization  approach to accounting for goodwill under SFAS
No. 142 is  expected to be  approximately  $5.4  million  per year.  We are
currently  assessing  the  impact  of the  other  provisions  of these  two
statements, which will be adopted in 2002.

     In  August  2001,  the FASB  issued  SFAS  No.  143,  "Accounting  for
Obligations  Associated with the Retirement of Long-Lived Assets." SFAS No.
143 will require the accrual,  at fair value,  of the estimated  retirement
obligation for tangible  long-lived  assets if we are legally  obligated to
perform  retirement  activities at the end of the related  asset's life. We
are  currently  assessing  the  impact  of this  statement,  which  will be
effective for us on January 1, 2003.

     In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
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.  Additionally,  this statement expands the scope of
discontinued operations to include more disposal transactions.  SFAS No.144
is  effective  for us on January  1,  2002.  The  initial  adoption  is not
expected to have a material impact on our financial statements.

EUROPEAN MONETARY UNION -- EURO

     Effective  January  1,  1999,  12  member  countries  of the  European
Monetary Union  established  fixed  conversion rates between their existing
sovereign  currencies,  and  adopted  the euro as their  new  common  legal
currency.  As of that date,  the euro began trading on currency  exchanges.
The legacy currencies of the participating  countries remained legal tender
for a transition  period  between  January 1, 1999 and January 1, 2002.  We
conduct business in member countries.

     During the transition  period,  cashless  payments (for example,  wire
transfers)   could  be  made  in  the  euro,   and  parties  to  individual
transactions  could elect to pay for goods and  services  using  either the
euro or the legacy currency. Between January 1, 2002 and February 28, 2002,
the  participating  countries  introduced  euro  notes  and  coins and will
eventually  withdraw all legacy  currencies  so that they will no longer be
available. European legislation provides that, unless otherwise agreed, the
introduction of the euro will not, by itself,  give any party to a contract
the right to terminate  the  contract,  or to demand  renegotiation  of the
terms.

     As of December 31, 2001, we believe we have  adequately  addressed the
issues involved with the  introduction of the euro.  Among the issues which
we faced were the  assessment  and  conversion  of  information  technology
systems  to  allow  for  transactions  to take  place  in both  the  legacy
currencies and the euro and the eventual  elimination of legacy currencies.
We have also modified certain  existing  contracts,  if required,  and have
revised our  pricing/marketing  strategies in the affected European markets
to the extent necessary for the introduction of the euro. In addition,  our
Belgian subsidiary  successfully  completed the conversion of its financial
systems  and  share  capital  to the  euro.  We do  not  believe  the  euro
conversion  has  had  or  will  have a  materially  adverse  effect  on our
business, results of operations, cash flows or financial condition.

FORWARD-LOOKING STATEMENTS

Certain  statements in this Form 10-K that are other than historical  facts
are intended to be  "forward-looking  statements" within the meaning of the
Securities  Exchange Act of 1934, the Private Securities  Litigation Reform
Act of 1995 and other related laws and include but are not limited to those


                                    29


statements  relating to sales and earnings  expectations,  expected demand,
cost and availability of key raw materials,  internal  production  capacity
and expansion,  competitive pricing,  relative market position and outlook.
While we believe such  statements  are  reasonable,  the actual results and
effects could differ  materially  from those currently  anticipated.  These
forward-looking statements are identified,  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,"  "designed to," "foreseeable  future," "believe,"
"believes,"  "think,"  "thinks" and  "scheduled"  and similar  expressions.
These  statements are subject to various risks and  uncertainties,  many of
which are outside our  control,  including,  without  limitation,  industry
excess  capacity,  financial  performance  of OFS  BrightWave,  pricing and
acceptance  of our products,  ability of our  customers to secure  adequate
financing or to pay, global economic conditions,  expected demand from AT&T
Broadband and others, cost and availability of key raw materials (including
without  limitation  bimetallic  center  conductors,  optical fibers,  fine
aluminum wire and  fluorinated-ethylene-propylene  which are available only
from limited sources),  successful  operation of bimetal  manufacturing and
other vertical  integration  activities,  successful  expansion and related
operation  of  our   facilities,   margin   improvement,   developments  in
technology,  industry  competition,   achievement  of  sales,  growth,  and
earnings  goals,  ability to obtain  financing and capital on  commercially
reasonable  terms,  regulatory  changes  affecting  our  business,  foreign
currency fluctuations,  technological obsolescence,  the ability to achieve
reductions   in  costs,   the  ability  to  integrate   acquisitions,   our
participation  in joint  ventures,  international  economic  and  political
uncertainties,  possible  disruption  due to  terrorist  activity  or armed
conflict and other factors discussed. Actual results may also differ due to
changes in communications industry capital spending, which is affected by a
variety  of  factors,  including,  without  limitation,   general  economic
conditions,   acquisitions   of   communications   companies   by   others,
consolidation within the communications  industry,  the financial condition
of  communications  companies  and their access to  financing,  competition
among  communications  companies,   technological  developments,   and  new
legislation  and regulation of  communications  companies.  These and other
factors are discussed in greater  detail in Exhibit 99.1 to this Form 10-K.
The information contained in this Form 10-K represents our best judgment at
the date of this report based on information currently available.  However,
we do not intend, and are not undertaking any duty or obligation, to update
this information to reflect  developments or information obtained after the
date of this report.




                                    30


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



     INDEX TO FINANCIAL STATEMENTS AND SCHEDULES                                              PAGE #

                                                                                           
           Independent Auditors' Report........................................................32
           Consolidated Statements of Income for the Years ended
                  December 31, 2001, 2000 and 1999.............................................33
           Consolidated Balance Sheets as of December 31, 2001 and 2000........................34
           Consolidated Statements of Cash Flows for the Years ended
                  December 31, 2001, 2000 and 1999.............................................35
           Consolidated Statements of Stockholders' Equity and Comprehensive
                  Income for the Years ended December 31, 2001, 2000 and 1999..................36
           Notes to Consolidated Financial Statements..........................................37 - 59
           Schedule II - Valuation and Qualifying Accounts.....................................60


                                    31




INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of CommScope, Inc.

We have audited the accompanying  consolidated balance sheets of CommScope,
Inc. and subsidiaries (the "Company") as of December 31, 2001 and 2000, and
the  related  consolidated  statements  of  income,  stockholders'  equity,
comprehensive  income  and cash  flows for each of the  three  years in the
period  ended  December 31, 2001.  Our audits also  included the  financial
statement  schedule  listed  in the  Index  at  Item  14.  These  financial
statements and financial  statement  schedule are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial  statements and financial statement schedule based on our audits.
We did not audit the  financial  statements  of OFS  BrightWave,  LLC,  the
Company's investment in which is accounted for by use of the equity method.
The  Company's  equity of $161,640  thousand in OFS  BrightWave,  LLC's net
assets at December 31, 2001 and of $6,922  thousand in that  company's  net
loss for the period from  November 17, 2001  through  December 31, 2001 are
included  in  the  accompanying  consolidated  financial  statements.   The
financial statements of OFS BrightWave,  LLC were audited by other auditors
whose  report  has been  furnished  to us, and our  opinion,  insofar as it
relates to the amounts  included for such  company,  is based solely on the
report of such other auditors.

We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material  misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits and the report of the other  auditors  provide a reasonable
basis for our opinion.

In our opinion,  based on our audits and the report of the other  auditors,
such  consolidated  financial  statements  present fairly,  in all material
respects,  the financial  position of CommScope,  Inc. and  subsidiaries at
December 31, 2001 and 2000,  and the results of their  operations and their
cash flows for each of the three  years in the period  ended  December  31,
2001 in conformity with  accounting  principles  generally  accepted in the
United States of America.  Also, in our opinion,  such financial  statement
schedule,  when considered in relation to the basic consolidated  financial
statements taken as a whole,  presents fairly in all material  respects the
information set forth therein.

/s/ Deloitte & Touche LLP

March 18, 2002

                                    32


                              COMMSCOPE, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
            (IN THOUSANDS, EXCEPT NET INCOME PER SHARE AMOUNTS)




                                                                           Year Ended December 31,
                                                          -------------------------------------------------------
                                                                 2001              2000               1999
                                                          ----------------  -----------------  ------------------

                                                                                           
Net sales (Note 17)                                             $ 738,498          $ 950,026           $ 748,914
                                                          ----------------  -----------------  ------------------

Operating costs and expenses:
    Cost of sales (Note 17)                                       558,854            698,972             548,808
    Selling, general and administrative                            83,523             81,217              68,869
    Research and development                                        7,117             18,419               8,332
    Amortization of goodwill                                        5,365              5,367               5,388
    Terminated acquisition costs (Notes 3 and 17)                   7,963                  -                   -
    Impairment charges for fixed assets
      and investments (Note 5)                                     12,802                  -                   -
                                                          ----------------  -----------------  ------------------
        Total operating costs and expenses                        675,624            803,975             631,397
                                                          ----------------  -----------------  ------------------

Operating income                                                   62,874            146,051             117,517
Other income (expense), net (Note 4)                                 (191)               484                 736
Interest expense                                                   (8,497)           (10,214)            (10,230)
Interest income (Note 17)                                           1,027                559                 604
                                                          ----------------  -----------------  ------------------

Income before income taxes and equity in losses
    of OFS BrightWave, LLC                                         55,213            136,880             108,627
Provision for income taxes                                        (20,426)           (51,993)            (40,550)
                                                          ----------------  -----------------  ------------------

Income before equity in losses of OFS BrightWave, LLC              34,787             84,887              68,077
Equity in losses of OFS BrightWave, LLC (Note 3)                   (6,922)                 -                   -
                                                          ----------------  -----------------  ------------------
Net income                                                       $ 27,865           $ 84,887            $ 68,077
                                                          ================  =================  ==================



Net income per share (Note 2):
    Basic                                                        $   0.53           $   1.66            $   1.34
    Assuming dilution                                            $   0.52           $   1.60            $   1.31

Weighted average shares outstanding (Note 2):
    Basic                                                          52,692             51,142              50,669
    Assuming dilution                                              53,500             56,047              52,050



              See notes to consolidated financial statements.


                                    33



                              COMMSCOPE, INC.
                        CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT SHARE AMOUNTS)




                                                                                                  As of December 31,
                                                                                      -------------------------------------
                                                                                            2001                2000
                                                                                      -----------------   -----------------
                                                      ASSETS

                                                                                                         
Cash and cash equivalents                                                                  $    61,929         $     7,704
Accounts receivable, less allowance for doubtful accounts of
    $12,599 and $9,187, respectively                                                           105,402             197,536
Inventories (Note 6)                                                                            47,670              63,763
Prepaid expenses and other current assets (Notes 5 and 17)                                      12,724               3,364
Deferred income taxes (Note 12)                                                                 18,143              17,296
                                                                                      -----------------   -----------------
        Total current assets                                                                   245,868             289,663

Property, plant and equipment, net (Notes 5, 7 and 17)                                         277,169             251,356
Goodwill, net of accumulated amortization of
    $59,493 and $54,140, respectively                                                          151,307             156,685
Other intangibles, net of accumulated amortization of
    $37,421 and $34,796, respectively                                                           11,344              13,969
Investment in and advances to OFS BrightWave, LLC (Notes 3, 7 and 18)                          196,860                  --
Other assets (Notes 5, 9 and 10)                                                                 6,457               9,509
                                                                                      -----------------   -----------------

        Total Assets                                                                       $   889,005         $   721,182
                                                                                      =================   =================

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                           $    16,339         $    39,958
Other accrued liabilities (Note 8)                                                              27,753              38,481
Current portion of long-term debt (Note 9)                                                       2,651               2,120
                                                                                      -----------------   -----------------
        Total current liabilities                                                               46,743              80,559

Long-term debt, less current portion (Note 9)                                                  191,918             225,316
Deferred income taxes (Note 12)                                                                 22,899              24,006
Other noncurrent liabilities (Note 11)                                                          20,931              16,781
                                                                                      -----------------   -----------------
        Total Liabilities                                                                      282,491             346,662

Commitments and contingencies (Note 16)

Stockholders' Equity (Notes 13 and 14):
    Preferred stock, $.01 par value; Authorized shares:  20,000,000;
      Issued and outstanding shares:  None at December 31, 2001 and 2000                            --                  --
    Common stock, $.01 par value; Authorized shares:  300,000,000;
      Issued and outstanding shares:  61,688,256 at December 31, 2001;
      51,263,703 at December 31, 2000 (Note 3)                                                     617                 513
    Additional paid-in capital (Note 3)                                                        381,823             175,803
    Retained earnings                                                                          228,667             200,802
    Accumulated other comprehensive loss (Notes 10 and 12)                                      (4,593)             (2,598)
                                                                                      -----------------   -----------------
        Total Stockholders' Equity                                                             606,514             374,520
                                                                                      -----------------   -----------------

        Total Liabilities and Stockholders' Equity                                         $   889,005         $   721,182
                                                                                      =================   =================


              See notes to consolidated financial statements.




                                    34


                              COMMSCOPE, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN THOUSANDS)




                                                                                         Year Ended December 31,
                                                                        ------------------------------------------------------
                                                                             2001               2000                1999
                                                                        ----------------   ----------------    ---------------

                                                                                                            
OPERATING ACTIVITIES:
Net income                                                                     $ 27,865           $ 84,887           $ 68,077
Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization                                               40,529             35,799             29,295
     Impairment charges for fixed assets and investments                         12,802                 --                 --
     Equity in losses of OFS BrightWave, LLC                                     11,290                 --                 --
     Deferred income taxes                                                       (2,262)             1,350                (98)
     Tax benefit from stock option exercises                                        672              4,195              3,201
     Changes in assets and liabilities:
         Accounts receivable                                                     91,173            (70,450)           (37,367)
         Inventories                                                             16,157            (23,912)            (5,340)
         Prepaid expenses and other current assets                               (8,669)              (971)             1,356
         Accounts payable and other accrued liabilities                         (34,872)            10,428             18,167
         Other noncurrent liabilities                                             4,165              2,565              2,633
         Other                                                                     (682)             1,033               (505)
                                                                        ----------------   ----------------    ---------------
Net cash provided by operating activities                                       158,168             44,924             79,419

INVESTING ACTIVITIES:
     Additions to property, plant and equipment                                 (70,841)           (98,640)           (57,149)
     Acquisition of business in Belgium                                              --                 --            (17,023)
     Acquisition costs related to investment in OFS BrightWave, LLC              (4,763)                --                 --
     Investment in unconsolidated affiliate                                          --             (3,750)                --
     Proceeds from disposal of fixed assets                                       1,071                504                314
                                                                        ----------------   ----------------    ---------------
Net cash used in investing activities                                           (74,533)          (101,886)           (73,858)

FINANCING ACTIVITIES:
     Net borrowings (repayments) under revolving credit facility                (30,000)            30,000           (171,000)
     Principal payments on long-term debt                                        (1,996)                --                 --
     Proceeds from term loan facility for acquisition of business
         in Belgium                                                                  --                 --             16,353
     Proceeds from issuance of convertible notes                                     --                 --            172,500
     Debt issuance costs                                                             --                 --             (5,084)
     Proceeds from exercise of stock options                                      2,914              4,737              8,030
                                                                        ----------------   ----------------    ---------------
Net cash provided by (used in) financing activities                             (29,082)            34,737             20,799

Effect of exchange rate changes on cash                                            (328)              (294)              (266)

                                                                        ----------------   ----------------    ---------------
Change in cash and cash equivalents                                              54,225            (22,519)            26,094
Cash and cash equivalents, beginning of year                                      7,704             30,223              4,129
                                                                        ----------------   ----------------    ---------------
Cash and cash equivalents, end of year                                         $ 61,929            $ 7,704           $ 30,223
                                                                        ================   ================    ===============



              See notes to consolidated financial statements.



                                    35


                             COMMSCOPE, INC.
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                         AND COMPREHENSIVE INCOME
                   (IN THOUSANDS, EXCEPT SHARE AMOUNTS)



                                                                                         Year Ended December 31,
                                                                        -------------------------------------------------------
                                                                              2001               2000               1999
                                                                        -----------------  -----------------  -----------------

Number of common shares outstanding:
                                                                                                           
     Balance at beginning of year                                             51,263,703         50,889,208         50,254,467
     Issuance of shares to Lucent (Note 3)                                    10,200,000                  -                  -
     Issuance of shares for stock option exercises                               224,553            374,495            633,741
     Issuance of shares to outside director                                           --                 --              1,000
                                                                        -----------------  -----------------  -----------------
     Balance at end of year                                                   61,688,256         51,263,703         50,889,208
                                                                        -----------------  -----------------  -----------------

Common stock:
     Balance at beginning of year                                                  $ 513              $ 509              $ 503
     Issuance of shares to Lucent (Note 3)                                           102                  -                  -
     Issuance of shares for stock option exercises                                     2                  4                  6
                                                                        -----------------  -----------------  -----------------
     Balance at end of year                                                        $ 617              $ 513              $ 509
                                                                        -----------------  -----------------  -----------------

Additional paid-in capital:
     Balance at beginning of year                                              $ 175,803          $ 166,875          $ 155,631
     Issuance of shares to Lucent (Note 3)                                       202,436                  -                  -
     Issuance of shares for stock option exercises                                 2,912              4,733              8,024
     Tax benefit from stock option exercises                                         672              4,195              3,201
     Issuance of shares to outside director                                           --                 --                 19
                                                                        -----------------  -----------------  -----------------
     Balance at end of year                                                    $ 381,823          $ 175,803          $ 166,875
                                                                        -----------------  -----------------  -----------------

Retained earnings:
     Balance at beginning of year                                              $ 200,802          $ 115,915           $ 47,838
     Net income                                                                   27,865             84,887             68,077
                                                                        -----------------  -----------------  -----------------
     Balance at end of year                                                    $ 228,667          $ 200,802          $ 115,915
                                                                        -----------------  -----------------  -----------------
Accumulated other comprehensive loss:
     Balance at beginning of year                                               $ (2,598)          $ (1,955)               $ -
     Other comprehensive loss                                                     (1,995)              (643)            (1,955)
                                                                        -----------------  -----------------  -----------------
     Balance at end of year                                                     $ (4,593)          $ (2,598)          $ (1,955)
                                                                        -----------------  -----------------  -----------------
Total stockholders' equity                                                     $ 606,514          $ 374,520          $ 281,344
                                                                        =================  =================  =================


Comprehensive income:
     Net income                                                                 $ 27,865           $ 84,887           $ 68,077
     Other comprehensive loss, net of tax:
         Foreign currency translation loss - foreign subsidiaries                   (761)              (458)            (1,411)
         Foreign currency transaction loss on long-term
              intercompany loans - foreign subsidiaries                           (1,832)              (780)            (1,323)
         Hedging gain on nonderivative instrument (Notes 10 and 12)                  571                595                779
         Effect of adopting SFAS No. 133 (Notes 10 and 12)                           229                 --                 --
         Loss on derivative financial instrument designated
              as a cash flow hedge (Notes 10 and 12)                                (202)                --                 --
                                                                        -----------------  -----------------  -----------------
     Total other comprehensive loss, net of tax                                   (1,995)              (643)            (1,955)
                                                                        -----------------  -----------------  -----------------

Total comprehensive income                                                      $ 25,870           $ 84,244           $ 66,122
                                                                        =================  =================  =================



              See notes to consolidated financial statements.





                                    36


                              COMMSCOPE, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (IN THOUSANDS, UNLESS OTHERWISE NOTED)

1.  BACKGROUND AND DESCRIPTION OF THE BUSINESS

     CommScope,  Inc.  ("CommScope" or the  "Company"),  through its wholly
owned  subsidiaries  and  equity  method  investee,  operates  in the cable
manufacturing business, with manufacturing facilities located in the United
States,  Europe and Latin  America.  CommScope,  Inc. was  incorporated  in
Delaware  in  January  1997.  CommScope  is a leading  worldwide  designer,
manufacturer  and marketer of a wide array of broadband  coaxial cables and
other high-performance  electronic and fiber optic cable products for cable
television,   telephony,   Internet  access  and  wireless  communications.
Management  believes  CommScope  is the  world's  largest  manufacturer  of
coaxial cable for hybrid fiber coax (HFC) broadband networks.  CommScope is
also a leading  supplier of coaxial,  twisted pair,  and fiber optic cables
for premise wiring (local area networks),  wireless and other communication
applications.  In late 2001,  CommScope  acquired an equity  interest in an
optical fiber and fiber cable manufacturing business (see Note 3).

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

     The accompanying  consolidated financial statements include CommScope,
its wholly owned subsidiaries, and its equity-method investee. All material
intercompany accounts and transactions are eliminated in consolidation.


CASH AND CASH EQUIVALENTS

     Cash and cash  equivalents  represent  amounts on deposit in banks and
cash invested  temporarily in various  instruments with a maturity of three
months or less at the time of purchase.


INVENTORIES

     Inventories are stated at the lower of cost, determined on a first-in,
first-out ("FIFO") basis, or market.

PROPERTY, PLANT AND EQUIPMENT

     Property,  plant and equipment are stated at cost,  including interest
costs  associated  with  qualifying  capital   additions.   Provisions  for
depreciation  are based on  estimated  useful lives of the assets using the
straight-line  and accelerated  methods.  Average useful lives are 10 to 35
years for  buildings and  improvements  and three to 10 years for machinery
and  equipment.  Expenditures  for repairs and  maintenance  are charged to
expense as incurred.


GOODWILL, OTHER INTANGIBLES AND OTHER LONG-LIVED ASSETS

     Through  December  31,  2001,   goodwill  was  being  amortized  on  a
straight-line  basis  over 30 to 40 years.  Other  intangibles  consist  of
patents and customer  lists,  which were being amortized on a straight-line
basis over  approximately 17 years.  Effective January 1, 2002, the Company
revised its amortization policies to comply with the relevant provisions of
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other  Intangible  Assets," which  prohibits  amortization  of goodwill and
provides new guidance on the amortization of intangible assets. See further
discussion below under "Impact of Newly Issued Accounting Standards."



                                    37


     When  events  or  changes  in   circumstances,   such  as  significant
forecasted  operating  losses  or a  significant  adverse  change  in legal
factors or business climate,  indicate that the carrying amount of goodwill
may not be recoverable, the asset is reviewed by management for impairment.
An impairment  loss would be  recognized if the carrying  value exceeds the
forecasted,  undiscounted  operating  cash  flows of the  operating  assets
related  to  the  goodwill  being  evaluated.  The  impairment  loss  to be
recognized,  if any,  would be measured as the amount by which the carrying
value  exceeds fair value,  estimated  based on forecasted  operating  cash
flows,  discounted  using a  discount  rate  commensurate  with  the  risks
involved. If an impairment loss is recognized,  the reduced carrying amount
would be accounted  for as the new cost and  amortized  over the  remaining
useful  life,  which  would also be  revised,  if  appropriate.  Management
believes there were no events or changes in  circumstances  during the year
ended  December 31, 2001 that would  indicate  that the carrying  amount of
goodwill may not be  recoverable.  Effective  January 1, 2002,  the Company
revised  its  goodwill  impairment  assessment  policy to  comply  with the
relevant  provisions  of SFAS  No.  142,  "Goodwill  and  Other  Intangible
Assets,"  which  provides new guidance on the  evaluation  of impairment of
goodwill.  See  further  discussion  below  under  "Impact of Newly  Issued
Accounting Standards."

     Management  continually  reassesses  the  appropriateness  of both the
carrying  value and  remaining  life of  intangibles  and other  long-lived
assets by  assessing  recoverability  based on  forecasted  operating  cash
flows, on an undiscounted  basis,  and other factors.  Management  believes
that, as of December 31, 2001,  the carrying  value and  remaining  life of
intangibles  and  other  long-lived  assets  is  appropriate.  See  further
discussion  below under "Impact of Newly Issued  Accounting  Standards" and
Note  5  for  discussion  of  impairment   charges  for  fixed  assets  and
investments.


LONG-TERM INVESTMENTS

     The Company occasionally makes strategic investments in companies that
complement  CommScope's  business  in order to gain  operational  and other
synergies.  Investments  in corporate  entities with less than a 20% voting
interest are  generally  accounted  for using the cost method.  The Company
uses the equity method to account for investments in corporate  entities in
which it has a voting interest of 20% to 50% and an other than minor to 50%
ownership interest in partnerships and limited liability  companies,  or in
which it otherwise has the ability to exercise significant influence. Under
the equity  method,  the  investment  is  originally  recorded  at cost and
adjusted to recognize the Company's  share of net earnings or losses of the
investee, limited to the extent of the Company's investment in and advances
to the investee, in addition to financial guarantees that create additional
basis in the  investee.  The Company  regularly  monitors and evaluates the
realizable value of its investments.  If events and circumstances  indicate
that a decline in the value of an investment has occurred and is other than
temporary,  the Company  reduces the carrying  amount of the  investment to
fair value  (see Note 5 for  discussion  of  impairment  charges  for fixed
assets and investments).

INCOME TAXES

     Deferred   income  taxes  reflect  the  future  tax   consequences  of
differences  between the  financial  reporting  and tax bases of assets and
liabilities.  Investment  tax credits are recorded  using the  flow-through
method.  The Company records a valuation  allowance,  when appropriate,  to
reduce  deferred tax assets to an amount that is more likely than not to be
realized.

     No  provision  is made  for  income  taxes  which  may be  payable  if
undistributed earnings of foreign subsidiaries were to be paid as dividends
to CommScope.  CommScope currently intends that such earnings will continue
to be invested in those foreign subsidiaries. In addition, the Company does
not provide for taxes related to the foreign currency transaction gains and
losses on its long-term intercompany loans with foreign subsidiaries. These
loans  are not  expected  to be repaid in the  foreseeable  future  and the
foreign  currency  gains  and  losses  are  therefore  recorded  pretax  to
accumulated other comprehensive income or loss on the balance sheet.




                                    38


STOCK OPTIONS

     Compensation  cost for stock  options is measured  using the intrinsic
value method of accounting.  All stock options  granted by the Company have
option  prices at least equal to the fair market  value of the common stock
at the date of grant,  resulting in an intrinsic  value of zero at the date
of grant,  and  therefore no related  compensation  cost is recorded in the
financial statements.


REVENUE RECOGNITION

     The  Company's  primary  source of revenues is from  product  sales to
cable television system operators,  telecommunications  service  providers,
original  equipment  manufacturers and  distributors.  Service revenue from
delivery of products  shipped by Company  owned  trucks was not material to
the Company's reported sales during 2001, 2000 or 1999.

     Revenue from sales of the Company's  products shipped by nonaffiliated
carriers  is  recognized  at the time the  goods  are  delivered  and title
passes,   provided  the  earnings   process  is  complete  and  revenue  is
measurable.  Delivery is determined by the Company's  shipping terms, which
are primarily FOB shipping point. The Company recognizes revenue from sales
of the Company's  products  shipped by Company owned trucks at the time the
goods are delivered to the customer, regardless of the shipping terms.

     For all  arrangements,  revenue  is  recorded  at the net amount to be
received after deductions for estimated discounts, allowances, returns, and
rebates.  In addition,  accruals are  established  for warranties and price
protection  programs with  distributors  at the time the related revenue is
recognized.  These estimates and reserves are adjusted as needed based upon
historical experience,  contract terms, inventory levels in the distributor
channel and other related factors.


SHIPPING AND HANDLING COSTS

     Amounts billed to a customer in a sale transaction related to shipping
costs are included in net sales.  All shipping  costs incurred to transport
products to the customer are recorded in cost of sales.  Internal  handling
costs,  which  relate to  activities  to prepare  goods for  shipment,  are
recorded  in  selling,   general  and   administrative   expense  and  were
approximately  $3.2 million in 2001,  $2.4 million in 2000 and $1.8 million
in 1999.


ADVERTISING COSTS

     Advertising  costs  are  expensed  in the  period  in  which  they are
incurred.  Advertising  expense was $1.0  million in 2001,  $1.4 million in
2000, and $1.1 million in 1999.

RESEARCH AND DEVELOPMENT COSTS

     Research  and  development  (R&D) costs are  expensed in the period in
which  they are  incurred.  R&D  costs  include  materials,  equipment  and
facilities that have no alternative  future use,  depreciation on equipment
and facilities currently used for R&D purposes,  personnel costs,  contract
services,  and reasonable allocations of indirect costs, if clearly related
to an R&D  activity.  Expenditures  in the  pre-production  phase of an R&D
project are recorded in the income  statement  as research and  development
expense.  However,  costs  incurred  in the  pre-production  phase that are
associated  with output actually used in production are recorded in cost of
sales. A project is considered  finished with  pre-production  efforts when
management  determines that it has achieved  acceptable levels of scrap and
yield,  which vary by project.  Expenditures  related to ongoing production
are recorded in cost of sales.




                                    39


DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     CommScope  is  exposed  to  various  risks   resulting   from  adverse
fluctuations  in commodity  prices,  interest rates,  and foreign  currency
exchange rates.  CommScope's risk management  strategy  includes the use of
derivative and nonderivative  financial  instruments primarily as hedges of
these risks,  whenever management determines their use to be reasonable and
practical.  This strategy  does not permit the use of derivative  financial
instruments  for trading  purposes,  nor does it allow for  speculation.  A
hedging  instrument  may be  designated  as a fair  value  hedge to  manage
exposure  to risks  related to a firm  commitment  for the  purchase of raw
materials  or  a  foreign-currency-denominated   firm  commitment  for  the
purchase  of  equipment,  or it may be  designated  as a cash flow hedge to
manage exposure to risks related to a forecasted purchase of raw materials,
variable      interest     rate      payments,      or     a     forecasted
foreign-currency-denominated  sale  of  product.  In  addition,  the use of
nonderivative  financial  instruments is limited to hedging fair value risk
related  to  a  foreign-currency-denominated   firm  commitment  or  a  net
investment in a foreign subsidiary.

     The Company's  risk  management  strategy  permits the  reasonable and
practical use of derivative hedging  instruments such as forward contracts,
options,  cross  currency  swaps,  certain  interest  rate swaps,  caps and
floors,     and     nonderivative     hedging     instruments    such    as
foreign-currency-denominated  loans. The Company  recognizes all derivative
financial  instruments as assets and  liabilities and measures them at fair
value.  All hedging  instruments  are designated and documented as either a
fair value hedge, a cash flow hedge or a net investment hedge at inception.
For  fair  value  hedges,  the  change  in  fair  value  of the  derivative
instrument  is  recognized  currently in  earnings.  To the extent the fair
value hedging  relationship  is effective,  the change in fair value on the
hedged item is  recorded as an  adjustment  to the  carrying  amount of the
hedged item and recognized currently in earnings. For cash flow hedges, the
effective portion of the change in fair value of the derivative  instrument
is recorded in accumulated other comprehensive  income or loss, net of tax,
and is  recognized  in the income  statement  when the hedged item  affects
earnings.  Any ineffectiveness of a cash flow hedge is recognized currently
in earnings. For net investment hedges, the effective portion of the change
in  carrying  amount  of  the  nonderivative   instrument  is  recorded  in
accumulated  other  comprehensive  income  or  loss,  net  of  tax,  and is
recognized  in the  income  statement  only  if  there  is a  substantially
complete  liquidation  of the  investment  in the foreign  subsidiary.  Any
ineffectiveness  of a net  investment  hedge  is  recognized  currently  in
earnings.  The effectiveness of designated hedging  relationships is tested
and  documented  on at least a quarterly  basis.  At December  31, 2001 and
2000,  the  Company  had two  hedges,  one of which  involved  the use of a
derivative financial instrument (see Note 10).

     The Company has elected and documented the use of the normal purchases
and sales exception for normal  purchases and sales contracts that meet the
definition of a derivative financial instrument.


FOREIGN CURRENCY TRANSLATION

     Approximately  23% of the  Company's  2001  sales  were  to  customers
located  outside  of the  United  States.  A portion  of these  sales  were
denominated in currencies other than the US dollar, particularly sales from
the Company's foreign  subsidiaries.  The financial position and results of
operations of the Company's  foreign  subsidiaries  are measured  using the
local currency as the functional  currency.  Revenues and expenses of these
subsidiaries  have been  translated into U.S.  dollars at average  exchange
rates  prevailing  during  the  period.  Assets  and  liabilities  of these
subsidiaries  have  been  translated  at the  rates of  exchange  as of the
balance  sheet  date.   Translation   gains  and  losses  are  recorded  to
accumulated other comprehensive income or loss.

     Aggregate foreign currency transaction gains and losses of the Company
and its  subsidiaries,  such as  those  resulting  from the  settlement  of
foreign receivables or payables and short-term  intercompany advances, were
recorded to other income (expense), net in the statement of income and were
not material to the results of the Company's  operations during 2001, 2000,
or 1999. Foreign currency transaction gains and losses related to long-term
intercompany  loans which are not expected to be settled in the foreseeable
future are recorded to accumulated other comprehensive income or loss.



                                    40


     The Eurodollar  Credit Agreement (see Note 9), which is designated and
effective as a partial hedge of the Company's net investment in its Belgian
subsidiary,  is  translated at the rate of exchange as of the balance sheet
date.  The  transaction  gains or losses on this loan are recorded,  net of
tax, to accumulated other comprehensive income or loss.


NET INCOME PER SHARE

     Basic net income per share is computed  by dividing  net income by the
weighted average number of common shares  outstanding during the applicable
periods.  Diluted net income per share is based on net income  adjusted for
after-tax  interest and  amortization  of debt  issuance  costs  related to
convertible  debt, if dilutive,  divided by the weighted  average number of
common shares outstanding adjusted for the dilutive effect of stock options
and convertible securities.

     Below  is  a   reconciliation   of  weighted   average  common  shares
outstanding  for basic net income per share to weighted  average common and
potential common shares outstanding for diluted net income per share:




                                                                       Year Ended December 31,
                                                                 -------------------------------------
                                                                    2001         2000        1999
                                                                 ------------ ----------- ------------
Numerator:
                                                                                     
   Net income for basic net income per share                         $27,865     $84,887      $68,077
   Convertible debt interest and amortization, net of tax (A)             --       4,714           --
                                                                 ------------ ----------- ------------
        Net income available to common stockholders for
        diluted net income per share                                 $27,865     $89,601      $68,077
                                                                 ============ =========== ============

Denominator:
   Weighted average number of common shares
   outstanding for basic net income per share                         52,692      51,142       50,669
   Effect of dilutive securities:
     Convertible debt (A)                                                 --       3,580           --
     Employee stock options (B)                                          808       1,325        1,381
                                                                 ------------ ----------- ------------
        Weighted average number of common and potential
        common shares outstanding for diluted net income per
        share                                                         53,500      56,047       52,050
                                                                 ============ =========== ============

(A)  On December 15, 1999, the Company issued $172.5 million in convertible
     notes,  which  are  convertible  into  shares  of  common  stock  at a
     conversion  rate of 20.7512 shares per $1,000  principal  amount.  The
     effect of the  assumed  conversion  of these  notes is included in the
     calculation of net income per share,  assuming dilution,  for the year
     ended  December  31, 2000  because it is  dilutive.  The effect of the
     assumed conversion of these notes was excluded from the computation of
     net income per share, assuming dilution,  for the years ended December
     31,  2001 and 1999  because it would have been  antidilutive.  For the
     year ended December 31, 2000, the dilutive effect of convertible  debt
     on net income represents  after-tax  interest expense and amortization
     of deferred  financing fees associated with this convertible debt. The
     dilutive  effect  of  convertible  debt  on  weighted  average  shares
     reflects the number of shares issuable upon conversion,  assuming 100%
     conversion of all  convertible  notes as of the beginning of the year.
     See Note 9 for further discussion of convertible notes.

(B)  Options to purchase approximately 705 thousand common shares at prices
     ranging  from  $20.55 to $47.06  per  share,  were  excluded  from the
     computation of net income per share,  assuming dilution,  for the year
     ended  December  31, 2001 because the  options'  exercise  prices were
     greater  than the average  market  price of the common  shares.  These
     options,  which expire on various dates from 2009 through  2011,  were
     still  outstanding as of December 31, 2001.  There were  approximately
     708 thousand common shares at prices ranging from $33.56 to $47.06 per
     share excluded from the computation of net income per share,  assuming
     dilution,  for the year ended December 31, 2000.  There were no common
     shares excluded from the computation of net income per share, assuming
     dilution,  for the year  ended  December,  31,  1999.  For  additional
     information regarding employee stock options, see Note 13.




                                    41



USE OF ESTIMATES IN THE PREPARATION OF THE FINANCIAL STATEMENTS

     The preparation of the accompanying  consolidated financial statements
in conformity with accounting  principles  generally accepted in the United
States of America  requires  management to make  estimates and  assumptions
that  affect  the  amounts   reported  in  the  financial   statements  and
accompanying  notes. These estimates and their underlying  assumptions form
the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other objective sources. The
Company  bases its estimates on historical  experience  and on  assumptions
that are believed to be reasonable under the  circumstances and revises its
estimates, as appropriate, when changes in events or circumstances indicate
that revisions may be necessary. Significant accounting estimates reflected
in the Company's  financial  statements  include the allowance for doubtful
accounts,   inventory  excess  and  obsolescence  reserves,   warranty  and
distributor  price  protection   reserves,   reserves  for  sales  returns,
discounts,  allowances,  and rebates, income tax valuation allowances,  and
impairment  reviews  for  investments,  fixed  assets,  goodwill  and other
intangibles.  Although these estimates are based on management's  knowledge
of and  experience  with  past  and  current  events  and  on  management's
assumptions  about future events,  it is at least reasonably  possible that
they may ultimately differ materially from actual results.

CONCENTRATIONS OF RISK

     Nonderivative  financial instruments used by the Company in the normal
course of  business  include  letters of credit and  commitments  to extend
credit, primarily accounts receivable.  These financial instruments involve
risk,  including the credit risk of nonperformance by the counterparties to
those  instruments,  and the maximum potential loss may exceed the reserves
provided in the Company's  balance sheet. The Company manages its exposures
to  credit  risk  associated  with  financial  instruments  through  credit
approvals,  credit limits and monitoring  procedures.  Although the Company
sells to a wide  variety  of  customers  dispersed  across  many  different
geographic areas, sales to the largest domestic broadband service providers
represented  approximately  40% of net sales during  2001.  At December 31,
2001,  the Company's two largest  customer  receivable  balances  comprised
approximately  26% of the Company's  total trade accounts  receivable.  The
Company  estimates the allowance for doubtful  accounts based on the actual
payment history and individual  circumstances  of significant  customers as
well as the age of receivables.  In management's  opinion,  the Company did
not  have   significant   unreserved   risk  of  credit  loss  due  to  the
nonperformance  of  customers  or other  counterparties  related to amounts
receivable.  However,  an  adverse  change  in  financial  condition  of  a
significant  customer or group of  customers  or in the  telecommunications
industry  could  materially  affect  the  Company's  estimates  related  to
doubtful accounts.

     The  principal  raw  materials  purchased  by  CommScope   (fabricated
aluminum,  plastics,  bimetals,  copper and  optical  fiber) are subject to
changes in market  price as these  materials  are  linked to the  commodity
markets.  The Company  attempts to mitigate  these risks through  effective
requirements  planning  and by working  closely  with its key  suppliers to
obtain the best  possible  pricing and delivery  terms.  To the extent that
CommScope  is  unable  to pass on cost  increases  to  customers,  the cost
increases  could have a significant  impact on the results of operations of
CommScope.


RECLASSIFICATIONS

     Certain  prior year amounts have been  reclassified  to conform to the
2001 presentation.




                                    42


IMPACT OF NEWLY ISSUED ACCOUNTING STANDARDS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible  Assets."  Both  statements  are  effective  for the  Company on
January  1,  2002.  SFAS No.  141  requires  that the  purchase  method  of
accounting be used for all business  combinations  initiated after June 30,
2001 and broadens the criteria for  recording  intangible  assets  separate
from goodwill. SFAS No. 142 requires the use of a nonamortization  approach
to account  for  purchased  goodwill  and  certain  intangible  assets with
indefinite useful lives and also requires at least an annual assessment for
impairment  by applying a  fair-value-based  test.  Intangible  assets with
definite  useful  lives will  continue to be  amortized  over their  useful
lives.  The adoption of these statements will have a material impact on the
Company's  results of operations and financial  position after December 31,
2001 when goodwill  will no longer be  amortized.  The pretax impact on the
Company's  results of  operations  and  financial  position  of  adopting a
nonamortization  approach to accounting  for goodwill under SFAS No. 142 is
expected  to be  approximately  $5.4  million  per  year.  The  Company  is
currently  assessing  the  impact  of the  other  provisions  of these  two
statements, which will be adopted in 2002.

     In  August  2001,  the FASB  issued  SFAS  No.  143,  "Accounting  for
Obligations  Associated with the Retirement of Long-Lived Assets." SFAS No.
143 will require the accrual,  at fair value,  of the estimated  retirement
obligation  for  tangible  long-lived  assets  if the  Company  is  legally
obligated  to  perform  retirement  activities  at the  end of the  related
asset's  life.  The  Company  is  currently  assessing  the  impact of this
statement, which will be effective for the Company on January 1, 2003.

     In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
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.  Additionally,  this statement expands the scope of
discontinued operations to include more disposal transactions.  SFAS No.144
is effective  for the Company on January 1, 2002.  The initial  adoption is
not  expected  to  have  a  material  impact  of  the  Company's  financial
statements.

3.  ACQUISITION OF EQUITY INTEREST IN OFS BRIGHTWAVE, LLC

     Effective  November 16, 2001,  CommScope acquired an approximate 18.4%
ownership  interest in OFS  BrightWave,  LLC (OFS  BrightWave),  an optical
fiber and fiber cable venture between  CommScope and The Furukawa  Electric
Co., Ltd. of Japan  ("Furukawa").  OFS  BrightWave  was formed to operate a
portion  of the  optical  fiber  and fiber  cable  business  ("OFS  Group")
acquired from Lucent Technologies Inc. ("Lucent").  The businesses acquired
include  transmission  fiber  and  cable  manufacturing  capabilities  at a
facility in Norcross,  Georgia, as well as facilities in Germany and Brazil
and an  interest  in a joint  venture  in  Carrollton,  Georgia.  CommScope
expects its arrangements with Furukawa and its subsidiaries,  including its
investment in OFS BrightWave, to provide access to optical fiber, including
premium fiber,  under a supply agreement,  enhance its technology  platform
with access to key intellectual property, and create a strategic partner in
optical fiber and fiber cable manufacturing.

     CommScope issued 10.2 million unregistered shares of its common stock,
valued  at  $19.94  per  share,  to  Lucent  to  fund  the  acquisition  of
CommScope's  interest  in OFS  BrightWave.  The  total  proceeds  of $203.4
million were used to acquire  CommScope's  18.4% ownership  interest in OFS
BrightWave,  valued  at  $173.4  million,  and to  purchase  a $30  million
interest  bearing note  receivable  of the  venture.  The cost of initially
issuing  the shares to Lucent and an  estimate  of costs  related to future
registration  of the shares,  which totaled $850, have been recognized as a
reduction of the total proceeds in additional  paid-in  capital.  CommScope
has a contractual right to sell its ownership interest to Furukawa within a
limited  period  of  time in  2004,  for a cash  payment  to  CommScope  of
CommScope's  original $173.4 million capital investment and an acceleration
of repayment of the note receivable.

     Although the Company's  ownership  interest in OFS  BrightWave is less
than 20%, the  investment  has been  accounted  for using the equity method
since OFS  BrightWave  is  organized  as a limited  liability  company with
characteristics  of a partnership.  CommScope  capitalized  $4.8 million of
direct  acquisition  costs  as part of its  investment  in OFS  BrightWave.


                                    43


CommScope's  portion of the losses of OFS  BrightWave  for the period  from
November  17,  2001  through  December  31,  2001 has been  included in the
consolidated  financial  statements of  CommScope,  Inc. for the year ended
December 31, 2001.  These results are net of  elimination  of  intercompany
profit in the amount of $191, net of tax,  related to interest  payments on
the $30 million note receivable and  reimbursement  of  acquisition-related
expenses by OFS BrightWave  (see Note 17). OFS BrightWave has elected to be
taxed as a  partnership,  therefore the  Company's  income tax benefit from
flow through losses has been recorded based on the Company's tax rates.

     The following  table provides  summary  financial  information for OFS
BrightWave as of and for the six week period ended December 31, 2001:

      Income Statement Data:
         Net revenues                               $  29,340
         Gross profit                                 (36,611)
         Loss from continuing operations              (61,253)
         Net loss                                     (61,253)

      Balance Sheet Data:
         Current assets                             $ 315,626
         Noncurrent assets                            921,647
         Current liabilities                          114,319
         Other noncurrent liabilities                 193,611
         Minority interests                            52,400

     The  reconciliation  of CommScope's  investment in and advances to OFS
BrightWave compared to CommScope's equity interest in the net assets of OFS
BrightWave as of December 31, 2001 was as follows:

      Net assets of OFS BrightWave, LLC                       $876,943
      CommScope ownership percentage                          18.43225 %
                                                   --------------------
         CommScope equity in net assets
           of OFS BrightWave, LLC                              161,640
      Plus:
         Advances                                               30,000
         Direct costs of acquisition                             4,763
      Pushdown and other adjustments by majority
          member in OFS BrightWave, LLC                            457
                                                   --------------------
      Investment in and advances to
         OFS BrightWave, LLC                                  $196,860
                                                   ====================

     The Company's  ownership  interest in OFS BrightWave was  restructured
from a previously  contemplated joint venture arrangement announced on July
24, 2001.  Under the  originally  contemplated  arrangement,  CommScope and
Furukawa  would have  formed two joint  ventures to acquire  certain  fiber
cable and  transmission  fiber  assets of  Lucent's  OFS  Group.  Given the
uncertain    economic    environment    and   severe    downturn   in   the
telecommunications  market  as  well  as  associated  difficulties  in  the
financing markets  following the September 11, 2001 tragedy,  CommScope and
Furukawa agreed to restructure the joint venture arrangement,  resulting in
a  lower  ownership  participation  for  CommScope.  As  a  result  of  the
restructuring,  the Company  recorded  pretax charges of  approximately  $8
million, or approximately $0.09 per diluted share, net of tax, during 2001,
related to financing  and  formation  costs of the original  joint  venture
arrangement,  which are not capitalizable as part of CommScope's investment
in the restructured venture.

4.  OTHER ACQUISITIONS AND DIVESTITURES

     Effective  January  1,  1999,  in a  transaction  with  Alcatel  Cable
Benelux, S.A. ("Alcatel"),  the Company acquired certain assets and assumed
certain  liabilities of Alcatel's  coaxial cable  business in Belgium.  The


                                    44


acquisition provides the Company with a European base of operations, access
to  established  distribution  channels  and  complementary  coaxial  cable
technologies.  The Belgium acquisition was accounted for using the purchase
method and,  accordingly,  the acquired assets and assumed liabilities were
recorded at their  estimated  fair value at the date of the  acquisition of
approximately  $20 million,  including $3.5 million of goodwill,  which was
amortized in 1999, 2000, and 2001 based on a 30 year period (see Note 2 for
"Impact of Newly Issued  Accounting  Standards").  Payment for the acquired
business was financed  primarily by borrowings under the Eurodollar  Credit
Agreement (see Note 9).

     In 1995, CommScope entered into a joint venture agreement with Pacific
Dunlop  Ltd.  to produce  cable in  Australia,  acquiring  a 49%  ownership
interest.  Due to certain governmental  regulation changes and other events
affecting  the market for cable  products in  Australia in and around 1997,
manufacturing  operations of the joint venture were  suspended and formally
discontinued by decision of the joint venture's directors in 1997. In 1998,
a formal  termination and  dissolution  agreement for the joint venture was
completed.  Final  dissolution  of this  joint  venture  was  completed  in
accordance  with Australian  legal  requirements as of December 29, 2000. A
pretax gain of $517 related to the final  liquidation of this joint venture
was recognized in other income during the year ended December 31, 2000. The
Company anticipates no third party claims and no additional gains or losses
related to this closed joint venture.


5.  IMPAIRMENT CHARGES FOR FIXED ASSETS AND INVESTMENTS

     The Company  has taken a number of steps to manage  costs and has been
evaluating all aspects of its business in response to challenging  industry
conditions.  As a  result  of  its  review,  the  Company  recorded  pretax
impairment  charges  totaling $12.8 million during 2001.  Included in these
impairment  charges was approximately $3.8 million related to an investment
in an  unconsolidated  affiliate,  $4.4  million  related  to fixed  assets
identified as held for disposal and $4.6 million related to fixed assets to
be held and used.

     Management  determined  that the  Company's  investment  in a wireless
infrastructure  project  management  company,  which was  included in other
assets,  and which was  accounted  for  using  the cost  method,  should be
completely  written off in 2001. This  determination was based on financial
information indicating severe cash flow shortages. The affiliate's board of
directors  made the decision to cease  operations  and began the process of
liquidating  the business  during 2001. In late 2001,  the majority  common
stockholder and remaining management indicated that there would be no funds
available for the return of CommScope's  investment.  Management  currently
believes CommScope has no material legal or contractual  obligation for the
remaining liabilities of this investee and anticipates no further impact to
CommScope's  financial  position  or results  from the  liquidation  of its
assets.

     The assets held for disposal  consist of machinery and equipment  used
or purchased for use in production.  Management  identified specific assets
that were  determined  to have no future use to the Company and developed a
plan of disposal for each of the assets. The assets held for disposal had a
carrying  value of $1.6 million at the  impairment  date,  after the second
quarter  impairment  charges including costs of disposal.  Assets valued at
$1.1  million  were sold during 2001 at amounts  approximating  the reduced
carrying values,  leaving a remaining carrying value of approximately $500,
which was included in other current assets as of December 31, 2001.

     The assets to be held and used consist of our newly  constructed Kings
Mountain  facility and other  machinery  and  equipment  whose  anticipated
future cash flows have been affected by  challenging  industry  conditions.
Equipment that was intended for the Kings Mountain  facility is expected to
be redeployed overseas.  The Company did not classify this facility as held
for disposal at December 31, 2001 because management had not committed to a
plan to actively  sell the  facility.  However,  subsequent to December 31,
2001,  management  has  committed  to a plan to sell this  facility and has
begun an active program to complete the sale within a reasonable  period of
time.  Management  believes the current  carrying  amount of this  facility
approximates its fair market value at December 31, 2001. The fair values of
the assets to be held and used were determined  using appraisals or present
value techniques.



                                    45


6.  INVENTORIES

                                         December 31,
                                  ------------------------
                                     2001         2000
                                  ------------ -----------

Raw materials                         $23,037     $28,382
Work in process                         9,688      11,124
Finished goods                         14,945      24,257
                                  ------------ -----------
                                      $47,670     $63,763
                                  ============ ===========

7.  PROPERTY, PLANT AND EQUIPMENT

                                           December 31,
                                  ---------------------------
                                      2001          2000
                                  ------------- -------------

                                             $             $
Land and land improvements               6,742         9,701
Buildings and improvements              74,101        63,429
Machinery and equipment                306,570       275,406
Construction in progress                41,721        27,546
                                  ------------- -------------
                                       429,134       376,082
Accumulated depreciation             ( 151,965)    ( 124,726)
                                  ------------- -------------
                                      $277,169      $251,356
                                  ============= =============

     Depreciation  expense was $31,681,  $26,631, and $20,778 for the years
ended  December  31,  2001,  2000,  and  1999,  respectively.  The  Company
capitalized interest of $405 and $176 for the years ended December 31, 2001
and 2000,  respectively.  No interest  was  capitalized  for the year ended
December 31, 1999.

8.  OTHER ACCRUED LIABILITIES

                                                 December 31,
                                           ------------------------
                                              2001         2000
                                           ------------ -----------

Salaries and compensation liabilities          $11,136     $18,775
Retirement savings plan liabilities              6,819      11,308
Warranty reserves                                1,326       1,672
Interest                                           371         463
Other                                            8,101       6,263
                                           ------------ -----------
                                               $27,753     $38,481
                                           ============ ===========

9.  LONG-TERM DEBT

                                                   December 31,
                                           --------------------------
                                               2001          2000
                                           ------------  ------------

Credit Agreement                                $   --       $30,000
Convertible Notes                              172,500       172,500
Eurodollar Credit Agreement                     11,269        14,136
IDA Notes                                       10,800        10,800
                                           ------------  ------------
                                               194,569       227,436
Less current portion                          ( 2,651)       (2.120)
                                           ------------  ------------
                                              $191,918      $225,316
                                           ============  ============

                                    46



CREDIT AGREEMENT

     In July  1997 the  Company  entered  into an  unsecured  $350  million
revolving credit  agreement with a group of banks (as amended,  the "Credit
Agreement").  The Company  utilizes the Credit  Agreement  for, among other
things,  general working capital needs,  financing capital expenditures and
other general corporate purposes.

     The Credit  Agreement  provides a total of $350  million in  available
revolving  credit  commitments  through  (i)  loans  available  at  various
interest rates and interest maturity periods  (collectively,  the Revolving
Credit  Loans) and (ii) the  issuance of standby or  commercial  letters of
credit  (Letters of Credit) of up to $50 million.  The Company's  available
borrowing  capacity under the Credit  Agreement,  determined on a quarterly
basis,  is based on certain  financial  ratios,  which are  affected by the
level of long-term debt outstanding and the Company's profitability.  As of
December 31, 2001,  the Company had no outstanding  indebtedness  under the
Credit  Agreement and its  available  borrowing  capacity  under the Credit
Agreement was approximately  $269 million.  The Credit Agreement expires on
December 31, 2002.

     At the Company's option, advances under the Revolving Credit Loans are
available  by  choosing  from one of the  following  types of loans,  which
primarily are  differentiated  by the interest rates available:  (i) an ABR
Loan (as  defined  in the Credit  Agreement),  with  interest  based on the
highest of the prime  rate of JP Morgan  Chase  Bank,  the Base CD Rate (as
defined in the Credit  Agreement)  plus 1%, or the Federal Funds  Effective
Rate (as defined in the Credit Agreement) plus 0.5%; (ii) a Eurodollar Loan
(as defined in the Credit Agreement), with interest based on the Eurodollar
Rate  (LIBOR)  plus  a  margin  that  will  vary  based  on  the  Company's
performance with respect to certain calculated  financial ratios as defined
in the Credit Agreement; (iii) an Absolute Rate Bid Loan (as defined in the
Credit  Agreement),   with  interest  determined  through  competitive  bid
procedures among qualified lenders under the Credit  Agreement;  and (iv) a
Swing Line Loan (as defined in the Credit Agreement) for up to an aggregate
amount of $30 million,  with interest based on a money market rate, the ABR
Loan rate, or a combination thereof.

     Interest on the Revolving Credit Loans generally is payable  quarterly
in arrears or, for a Eurodollar Loan, at the end of an interest period date
that is specified  at the time funds are  advanced to the  Company,  not to
exceed three months. A facility fee based on the total commitment under the
Credit  Agreement and a fee for  outstanding  letters of credit are payable
quarterly.

     The  Credit  Agreement   contains  certain   financial  and  operating
covenants,  including  restrictions  on incurring  indebtedness  and liens,
entering  into  transactions  to acquire or merge with any  entity,  making
certain other fundamental changes,  selling assets,  paying dividends,  and
maintaining  certain levels of consolidated  net worth,  leverage ratio and
interest coverage ratio. The Company was in compliance with these covenants
at December 31, 2001.


CONVERTIBLE NOTES

     In December  1999, the Company issued $172.5 million of 4% convertible
subordinated  notes due December 15, 2006.  These notes are  convertible at
any time into shares of CommScope  common  stock at a  conversion  price of
$48.19  per  share,   which  is  subject  to   adjustment   under   certain
circumstances, as provided in the Indenture. The Company may redeem some or
all of these notes at any time on or after  December 15, 2002 at redemption
prices  specified in the Indenture.  In connection with the issuance of the
convertible  notes,  the  Company  incurred  costs  of  approximately  $4.9
million,  which  have  been  capitalized  as  other  assets  and are  being
amortized  over the term of the notes.  The net proceeds of $167.6  million
from  this   convertible   debt  offering  were  used  primarily  to  repay
outstanding  indebtedness under the Credit Agreement in addition to funding
capital expenditures and other general corporate activities.




                                    47


EURODOLLAR CREDIT AGREEMENT

     In February  1999,  the Company  entered into an  unsecured  term loan
agreement  for 15 million  euros ($16.4  million at the date of  borrowing)
that  matures  on  March  1,  2006  (as  amended,  the  "Eurodollar  Credit
Agreement").  The proceeds of the Eurodollar  Credit Agreement were used to
fund a portion of the  acquisition  costs and initial working capital needs
of the Company's  manufacturing facility in Belgium.  Borrowings under this
loan  agreement  bear  interest at a variable  rate equal to the Euro LIBOR
Market Rate plus an applicable margin, payable quarterly. The interest rate
in effect at December 31, 2001 was 4.12%.  Principal  payments on this loan
are due in 20 equal quarterly  installments of 750 thousand euros beginning
June 1, 2001.

     As of December  31,  2001,  the Company was party to an interest  rate
swap  agreement,  as  required  by  the  terms  of  the  Eurodollar  Credit
Agreement,  to effectively  convert the variable-rate  loan to a fixed-rate
basis. The notional amount is equal to the outstanding principal balance of
the  Eurodollar  Credit  Agreement and  decreases in tandem with  principal
repayments,  which  began  June 1,  2001.  Under  the  agreement,  interest
settlement  payments are made  quarterly  based upon the spread between the
Euro LIBOR Market Rate,  as adjusted  quarterly,  and a fixed rate of 4.53%
(see Note 10).


IDA NOTES

     In January 1995, CommScope entered into a $10.8 million unsecured loan
agreement in  connection  with the  issuance of notes by the Alabama  State
Industrial  Development  Authority (the "IDA Notes").  Borrowings under the
IDA Notes  bear  interest  at  variable  rates  based upon  current  market
conditions  for  short-term  financing.  The  interest  rate in  effect  at
December 31, 2001 was 2.13%. All outstanding borrowings under the IDA Notes
are due on January 1, 2015.


OTHER MATTERS

     Maturities  of long-term  debt for the next five years are as follows:
$2,651  in 2002;  $2,651  in 2003;  $2,651  in 2004,  $2,651  in 2005,  and
$173,165 in 2006.

     The  weighted   average   effective   interest  rate  on   outstanding
borrowings, including amortization of associated loan fees, under the above
debt  instruments was 4.61% at December 31, 2001, and 5.14% at December 31,
2000.

10.  DERIVATIVES AND HEDGING ACTIVITIES

     Effective   January  1,  2001,  the  Company  adopted  SFAS  No.  133,
"Accounting for Derivative  Instruments and Hedging Activities," as amended
by SFAS  No.  137,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities--Deferral  of the Effective Date for FASB Statement No. 133" and
SFAS No. 138,  "Accounting for Certain  Derivative  Instruments and Certain
Hedging Activities." SFAS No. 133, as amended,  establishes  accounting and
reporting standards for derivative financial instruments, including certain
derivative  instruments  embedded  in other  host  contracts  (collectively
referred to as embedded  derivatives) and for hedging  activities.  The new
standards  require an entity to recognize all  derivatives as either assets
or liabilities  in the balance sheet and measure those  instruments at fair
value.

     The only derivative  instrument  identified in the  implementation  of
SFAS No. 133 and  outstanding  for the year ended  December 31, 2001 was an
interest rate swap, which effectively converts the variable-rate Eurodollar
Credit Agreement to a fixed-rate  basis. The notional amount of the swap is
equal  to  the  outstanding  principal  balance  of the  Eurodollar  Credit
Agreement and decreases in tandem with  principal  repayments,  which began
June 1, 2001. As of January 1, 2001, this interest rate swap was designated
and  documented  as a cash flow  hedge of the risk of  changes  in the cash
flows  attributable to fluctuations in the variable benchmark interest rate
associated with the underlying debt being hedged.  This hedging  instrument
was  effective at the  transition  date to SFAS No. 133, and at the balance


                                    48


sheet date, and is expected to continue to be effective for the duration of
the swap  contract,  resulting  in no  anticipated  hedge  ineffectiveness.
During  the  year  ended  December  31,  2001,  the  Company   reclassified
approximately  $200 from accumulated other  comprehensive  income to reduce
interest   expense.   The  Company   does  not   anticipate   any  material
reclassifications  from accumulated other  comprehensive  income or loss to
interest expense during the next twelve months.  The transition  adjustment
as of January 1, 2001 was recorded as a change in  accounting  principle to
accumulated  other  comprehensive  income and other  assets on the  balance
sheet  and did not have a  material  impact on the  Company's  consolidated
results of operations,  financial position,  and cash flows. The fair value
of this derivative instrument, reflected in other assets, was approximately
$42 as of December 31, 2001.

     Also,  as of January 1, 2001,  the  Eurodollar  Credit  Agreement  was
designated and effective as a partial hedge of the Company's net investment
in its Belgian subsidiary.  There was no adjustment required under SFAS No.
133 as of  January  1, 2001  related  to this net  investment  hedge.  This
hedging  instrument was effective at the SFAS No. 133 transition  date, and
at the balance sheet date,  and is expected to continue to be effective for
the  duration  of  the  loan   agreement,   resulting  in  no   anticipated
reclassifications  from accumulated other  comprehensive  income or loss to
earnings.

     Activity  in  the  accumulated  net  gain  on  derivative  instruments
included  in  accumulated  other  comprehensive  loss  for the  year  ended
December 31, 2001 consisted of the following:



                                                                             
   Accumulated net gain on derivative instrument, beginning of year             $
                                                                                      --
   Net effect of adopting SFAS No. 133                                               229
   Net loss on derivative financial instrument designated as a
        cash flow hedge                                                             (202)
                                                                                ---------
   Accumulated net gain on derivative instrument, end of year                   $     27
                                                                                =========


11.  EMPLOYEE BENEFIT PLANS

     The Company sponsors the CommScope,  Inc. of North Carolina  Employees
Retirement  Savings Plan (the "Employees  Retirement  Savings  Plan").  The
majority of the Company's contributions to the Employees Retirement Savings
Plan are made at the  discretion  of the Company's  Board of Directors.  In
addition,  eligible  employees  may elect to  contribute up to 10% of their
base salaries,  limited to the maximum  contribution  amount allowed by the
Internal Revenue Service. The Company contributes an amount equal to 50% of
the first 4% of the employee's  salary that the employee  contributes.  The
Company  contributed  $9.3 million in 2001,  $8.3 million in 2000, and $6.5
million in 1999 to the  Employees  Retirement  Savings  Plan, of which $7.5
million, $6.4 million and $5.0 million each year was discretionary.

     The Company  sponsors a  self-funded  welfare  plan (the  "Plan") that
provides medical,  dental, and short-term  disability  benefits to eligible
employees.  Enrollment  in the  plan  is  optional,  with  the  cost of the
premiums  being shared by both the  employee  and the Company.  The Company
established a Voluntary Employees' Benefit Association Trust ("VEBA Trust")
to provide  for the  payment of  benefits  under the Plan.  The  Company is
required to make cash  contributions to the VEBA Trust from time to time in
amounts which, when added to participant  premiums,  are sufficient to fund
the benefits for participants and their  beneficiaries  under the Plan. The
Company made cash contributions to the VEBA Trust of $13.6 million in 2001,
$11.4 million in 2000, and $7.7 million in 1999.

     The Company also sponsors an unfunded postretirement group medical and
dental plan (the  "Postretirement  Health Plan") that provides  benefits to
full-time employees who retire from the Company at age 65 or greater with a
minimum of 10 years of active service.  The  Postretirement  Health Plan is
contributory,  with retiree contributions  adjusted annually,  and contains
other  cost-sharing  features such as  deductibles  and  coinsurance,  with
Medicare as the  primary  provider of health  care  benefits  for  eligible
retirees.  The accounting for the  Postretirement  Health Plan  anticipates
future  cost-sharing  changes to the written plan that are consistent  with
the  Company's  expressed  intent to  maintain a  consistent  level of cost
sharing with  retirees.  The Company  recognizes  the cost of providing and
maintaining   postretirement  benefits  during  employees'  active  service
periods.

     Additionally,  the Company  currently  sponsors  two  defined  benefit
pension  plans (the "Defined  Benefit  Pension  Plans").  The first defined
benefit plan is a nonqualified unfunded  supplemental  executive retirement


                                    49


plan that provides  defined pension  benefits to certain key executives who
retired prior to December 31, 2000.  The defined  benefits  under this plan
are paid from Company  contributions.  Prior to January 1, 2001,  this plan
also covered  certain active key  executives  who had not yet retired.  All
active participants' balances were settled as of January 1, 2001, resulting
in a gain in this  plan of $4.7  million,  and a new  defined  contribution
pension plan was established in its place for those active participants, as
described  below. The second defined benefit pension plan is a nonqualified
pension plan,  which provides  pension  benefits for certain  international
management-level  employees.  This plan is funded by Company  and  employee
contributions.

     Effective  January 1, 2001,  the  Company  amended  and  restated  its
nonqualified   unfunded   supplemental   executive   retirement  plan  that
previously  provided defined pension benefits to certain active and retired
key executives. As a result of this amendment and restatement, the benefits
provided under the plan for all participants,  other than those who retired
prior to December  31,  2000,  are now governed by the amended and restated
plan  (the  "Restated   Plan").   Under  the  Restated  Plan,  which  is  a
noncontributory  unfunded  defined  contribution  pension plan, the Company
will credit each  participant's  account with contributions and earnings on
the accumulated  balance thereof,  as outlined in the plan, but the Company
is not required to make any payments  until the  participant is eligible to
receive  retirement  benefits  under the plan.  As of January 1, 2001,  the
Company credited each participant's account under the Restated Plan with an
amount equal to the actuarially  determined  accumulated benefit obligation
for each participant under the terms of the original  nonqualified unfunded
supplemental  executive  retirement  plan. The total amount  established by
CommScope  as of  January  1,  2001,  and  recognized  as an expense of the
Restated Plan in 2001, was $4.1 million. The Company recognized  additional
cost of $546  representing  contributions  and earnings under this plan for
the year ended December 31, 2001. The establishment of opening  participant
balances  and  the  additional  cost  recognized  resulted  in  an  accrued
liability  for the  Restated  Plan of $4.6 million as of December 31, 2001.
The amendment and  restatement  of this plan had no material  effect on the
consolidated financial statements of the Company upon adoption.

                                    50



     Amounts  accrued  under the  Postretirement  Health Plan,  the Defined
Benefit  Pension  Plans,  and the  Restated  Plan  are  included  in  other
noncurrent liabilities.  The following table summarizes information for the
Defined Benefit Pension Plans and the Postretirement Health Plan:




                                                                                        Other
                                                             Pension Benefits       Postretirement
                                                                                       Benefits
                                                          ----------------------------------------------
                                                             2001        2000       2001       2000
                                                          ----------- ---------- ------------ ----------
                                                                                   
Change in benefit obligation:
  Postretirement benefit obligation, beginning of year        $6,377      $5,965    $17,522    $12,957
  Service cost                                                    74         104      1,819      1,237
  Interest cost                                                  109         432      1,353      1,001
  Plan participants' contributions                                13          11         19         15
  Actuarial loss                                                  77          44      5,133      2,374
  Settlement of benefits                                     ( 4,690)         --         --         --
  Benefits paid                                                ( 108)      ( 119)      ( 43)      ( 62)
  Translation gain and other                                    ( 52)       ( 60)        --         --
                                                          ----------- ----------- ---------- ----------
 Postretirement benefit obligation, end of year               $1,800      $6,377    $25,803    $17,522
                                                          ----------- ----------- ---------- ----------

Change in plan assets:
  Fair value of plan assets, beginning of year                 $ 501       $ 418       $ --       $ --
  Employer and plan participant contributions                    231         206         43         62
  Return on plan assets                                           30          23         --         --
  Benefits paid                                                ( 108)      ( 119)      ( 43)      ( 62)
  Translation loss and other                                    ( 24)       ( 27)        --         --
                                                          ----------- ----------- ---------- ----------
 Fair value of plan assets, end of year                        $ 630       $ 501       $ --       $ --
                                                          ----------- ----------- ---------- ----------

Funded status (postretirement benefit obligation
  in excess of fair value of plan assets):                    $1,170      $5,876    $25,803    $17,522
  Unrecognized net actuarial loss                               ( 78)      ( 240)  ( 11,902)   ( 7,008)
  Unrecognized net transition amount                           ( 377)      ( 435)        --         --
                                                          ----------- ----------- ---------- ----------
Accrued benefit cost, end of year                              $ 715      $5,201    $13,901    $10,514
                                                          =========== =========== ========== ==========

Discount rate                                                  6.40%       7.75%      7.00%      7.75%
Rate of return on plan assets                                  5.50%       5.50%         --         --
Rate of compensation increase                                  3.50%       4.75%         --         --

     Net periodic  benefit cost  (credit) for the Defined  Benefit  Pension
Plans  and  the  Postretirement  Health  Plan  consisted  of the  following
components:

                                                                                      Other
                                                Pension Benefits             Postretirement Benefits
                                         ------------------------------  -------------------------------
                                           2001      2000       1999      2001       2000       1999
                                         --------- ---------- ---------  ---------- ---------- ---------

Service cost                                  $ 74     $ 104        $--     $1,819     $1,237    $1,021
Interest cost                                  109       432        362      1,353      1,001       682
Recognized actuarial loss                       --        44         36        239        159       121
Amortization of transition obligation           29        29         --         --         --        --
Settlement gain                             (4,690)       --         --
Return on plan assets                          (30)      (23)        --         --         --        --
                                         --------- ---------- ---------  ---------- ---------- ---------
Net periodic benefit cost (credit)         $(4,508)    $ 586      $ 398     $3,411     $2,397    $1,824
                                         ==================== =========  ========== ========== =========


     For measurement purposes, a 13% annual rate of increase in health care
costs was assumed for 2002 and is assumed to  decrease  gradually  to 4.25%
for  2014  and  remain  at  that  level  thereafter.  The  increase  in the
postretirement  benefit  obligation  in  2001 is due to a  decrease  in the
discount  rate and


                                    51


increases  in the claims cost and health care trend rate  assumptions,  and
was partially offset by a gain from demographic  changes related to reduced
headcount.

     Assumed health care cost trend rates can have a significant  effect on
the   amounts   reported   for   the   Postretirement    Health   Plan.   A
one-percentage-point  change in assumed  health care cost trend rates would
have the following effects for the year ended December 31, 2001:



                                                                1-Percentage-     1-Percentage-
                                                                Point Increase    Point Decrease
                                                               ----------------  ----------------

                                                                                
 Effect on total of service and interest cost components
    of net periodic benefit cost                                    $   905           $   (669)
 Effect on postretirement benefit obligation                          4,668             (5,955)


12. INCOME TAXES

     The  components  of the provision for income taxes for the years ended
December 31, 2001, 2000, and 1999 were as follows:




                                                              Year Ended December 31,
                                                      ----------------------------------------
                                                         2001           2000          1999
                                                      ------------   -----------   -----------
                                                                             
Current:
  Federal                                                 $17,842       $46,723       $37,404
  State                                                       781         3,920         3,244
                                                      ------------   -----------   -----------
  Current income tax provision                             18,623        50,643        40,648
                                                      ------------   -----------   -----------
Deferred:
  Federal                                                  (1,611)        1,244           (90)
  State                                                      (651)          106            (8)
                                                      ------------   -----------   -----------
  Deferred income tax provision (benefit)                  (2,262)        1,350           (98)
                                                      ------------   -----------   -----------

Total provision for income taxes                          $16,361       $51,993       $40,550
                                                      ============   ===========   ===========


     The total  provision for income taxes for the year ended  December 31,
2001  included  a  current  federal  income  tax  benefit  of $4.1  million
reflected in equity in losses of OFS BrightWave, LLC.

     The  reconciliation  of the statutory U.S.  federal income tax rate to
the Company's  effective  income tax rate for the years ended  December 31,
2001, 2000, and 1999 was as follows:



                                                                                  
Statutory U.S. federal income tax rate                         35.0%         35.0%         35.0%
State income taxes, net of federal benefit                      0.2           1.9           1.9
Foreign sales corporation benefit                             ( 2.9)        ( 1.1)        ( 1.4)
Permanent items and other                                     ( 2.8)          2.2           1.8
Establishment of valuation allowances for net
  operating loss and capital loss carryforwards                 7.5            --            --
                                                        ------------   -----------   -----------
Effective income tax rate                                      37.0%         38.0%         37.3%
                                                        ============   ===========   ===========


     During 2001, the Company  established a valuation  allowance of $2,020
against a deferred  tax asset  arising  from a foreign net  operating  loss
carryforward of  approximately  $6 million.  The loss  carryforward  has no
expiration  date,  but  is  subject  to  local  restrictions  limiting  its
deductibility.   The  Company  also  has  a  foreign  net  operating   loss
carryforward of approximately $2 million, with no expiration date, which it
considers more likely than not to be realized based on a positive  earnings
history.  The Company  also  established  a valuation  allowance  of $1,388
during 2001 against a deferred tax asset arising from the impairment charge
for an investment in a wireless  infrastructure project management company,
now in the  process  of being  liquidated  (see  Note 5),  which  creates a
capital loss for tax  purposes.  The Company



                                    52


considers it more likely than not that this capital loss  carryforward will
expire  unused due to  uncertainty  about the  creation  of future  capital
gains.

     The components of deferred  income tax assets and  liabilities and the
classification  of  deferred  tax  balances  on the  balance  sheet were as
follows:

                                                        December 31,
                                                  ------------------------
                                                     2001         2000
                                                  ------------ -----------
Deferred tax assets:
  Accounts receivable and inventory reserves          $11,957     $11,276
  Warranty reserves                                       491         635
  Employee benefits                                     3,515       3,709
  Postretirement benefits                               7,125       5,969
  Foreign net operating losses                          2,813         185
  Investment in unconsolidated affiliate                1,388          --
  Investment in OFS BrightWave, LLC                     1,118          --
  Other                                                 2,433       1,676
                                                  ------------ -----------
Total deferred tax assets                              30,840      23,450
Valuation allowance                                   ( 3,408)         --
                                                  ------------ -----------
                                                  ------------ -----------
Net deferred tax assets                                27,432      23,450

Deferred tax liabilities:
  Property, plant and equipment                      ( 26,867)   ( 25,040)
  Goodwill and intangibles                            ( 4,178)    ( 4,277)
  Hedging gain                                        ( 1,143)      ( 843)

                                                  ------------ -----------
Total deferred tax liabilities                       ( 32,188)   ( 30,160)

                                                  ------------ -----------

Net deferred tax liability                           $( 4,756)   $( 6,710)
                                                  ============ ===========

Deferred taxes as recorded on the balance sheet:
  Current deferred tax asset                          $18,143     $17,296
  Noncurrent deferred tax liability                  ( 22,899)   ( 24,006)
                                                  ------------ -----------

Net deferred tax liability                           $( 4,756)   $( 6,710)
                                                  ============ ===========

     At December  31, 2001 the Company had  approximately  $9.8  million in
state  investment tax credits that could be utilized to reduce state income
tax liabilities for future tax years through 2007.

     The  cumulative   amount  of   undistributed   earnings  from  foreign
subsidiaries  amounted to approximately  $2.9 million at December 31, 2001.
Although the Company does not currently intend to repatriate  earnings from
foreign  subsidiaries,  foreign tax credits may be available as a reduction
of United States income taxes in the event of such distributions.


                                    53



     Income tax (expense)  benefit for  components  of other  comprehensive
loss for the years ended December 31, 2001, 2000, and 1999 was as follows:



                                                       Year Ended December 31,
                                                 ------------------------------------
                                                    2001         2000        1999
                                                 -----------  -----------  ----------
                                                                    
Hedging gain on nonderivative instrument            $ (300)      $ (368)     $ (472)
Effect of adopting SFAS No. 133                       (135)           --          --
Loss on derivative instrument designated
     as a cash flow hedge                               120           --          --
                                                 -----------  -----------  ----------
Total income tax expense for components
     of other comprehensive loss                    $ (315)      $ (368)     $ (472)
                                                 ===========  ===========  ==========


13.  STOCK COMPENSATION PLANS

     In 1997, the Company adopted the Amended and Restated CommScope,  Inc.
1997 Long-Term Incentive Plan (the "CommScope  Incentive Plan"),  which was
formally  approved by the  Company's  stockholders  in 1998.  The CommScope
Incentive  Plan  provides  for the  granting of stock  options,  restricted
stock,   performance  units,  performance  shares  and  phantom  shares  to
employees of the Company and its subsidiaries and the granting of stock and
stock  options to  nonemployee  directors  of the  Company.  A total of 8.7
million  shares  have been  authorized  for  issuance  under the  CommScope
Incentive Plan through December 31, 2001. Stock options generally expire 10
years from the date they are granted.  Options  vest over  service  periods
that generally range from two to four years.  Upon initial  election to the
Company's  board of  directors,  a  non-employee  director is granted 1,000
shares of stock, which are fully vested and transferable upon issuance, and
an option to purchase 20,000 shares of stock,  which vest over a three-year
period.  If a director remains in office, a similar option is granted every
three years.  The following  tables  summarize  the Company's  stock option
activity and  information  about stock options  outstanding at December 31,
2001:



                                                                             Weighted
                                                                             Average
                                                            Shares        Exercise Price
                                                        (in thousands)      Per Share
                                                       ----------------- -----------------
                                                                            
Stock options outstanding at December 31, 1998                    4,532            $13.25
Granted                                                             690             37.08
Cancelled                                                          ( 84)            14.29
Exercised                                                        (  634)            12.72
                                                       ----------------- -----------------
Stock options outstanding at December 31, 1999                    4,504             16.96

Granted                                                           1,446             18.81
Cancelled                                                        (  123)            21.67
Exercised                                                        (  375)            12.57
                                                       ----------------- -----------------
Stock options outstanding at December 31, 2000                    5,452             17.64

Granted                                                             294             21.90
Cancelled                                                        (  432)            22.40
Exercised                                                        (  225)            13.00
                                                       ----------------- -----------------
Stock options outstanding at December 31, 2001                    5,089            $17.69
                                                       ================= =================

Stock options exercisable at December 31, 1999                    2,068            $12.99
Stock options exercisable at December 31, 2000                    2,747            $15.04
Stock options exercisable at December 31, 2001                    3,703            $16.50

Shares reserved for future issuance at December 31, 2001          2,327





                                    54






                               Options Outstanding                           Options Exercisable
               ----------------------------------------------------- ------------------------------------

                                    Weighted
                                     Average                                                Weighted
   Range of                         Remaining      Weighted Average                         Average
   Exercise         Shares       Contractual Life  Exercise Price          Shares        Exercise Price
    Prices      (in thousands)      (in Years)        Per Share        (in thousands)      Per Share
 ------------- ----------------------------------------------------- ------------------------------------
                                                                                   
  $8 to $20                4,379               6.3           $14.55               3,288           $13.80
   20 to 30                   32               7.8            23.28                   4            24.22
   30 to 40                  669               7.7            37.61                 407            37.94
   40 to 48                    9               8.2            44.53                   4            44.24
               ----------------------------------------------------- ------------------------------------
  $8 to $48                5,089               6.5           $17.69               3,703           $16.50
               ===================================================== ====================================



     The  Company  has  elected  to  account  for stock  options  using the
intrinsic  value  method.  The  weighted  average  fair  value per  option,
disclosed below, has been estimated using the Black-Scholes  option pricing
model. Pro forma information,  disclosed below, presents net income and net
income per share as if  compensation  expense had been  recorded  using the
fair value based method.  These pro forma  assumptions and disclosures were
as follows:



                                                         Year Ended December 31,
                                                 ----------------------------------------
                                                    2001          2000          1999
                                                 -----------   ------------  ------------
                                                                        
Valuation assumptions:
  Expected option term (years)                          3.5            3.5           3.5
  Expected volatility                                  50.0%          50.0%         50.0%
  Expected dividend yield                               0.0%           0.0%          0.0%
  Risk-free interest rate                               4.0%           5.0%          6.0%
Weighted average fair value per option               $ 9.05         $ 7.76        $15.87
Pro forma:
  Net income (in thousands)                         $20,788        $78,734       $64,020
  Net income per share - basic                         0.39           1.54          1.26
  Net income per share - assuming dilution             0.39           1.49          1.23



14.  STOCKHOLDER RIGHTS PLAN

     On June 10, 1997, the Board of Directors adopted a stockholder  rights
plan  designed  to  protect  stockholders  from  various  abusive  takeover
tactics,  including  attempts  to  acquire  control  of the  Company  at an
inadequate  price.  Under the  rights  plan,  each  stockholder  received a
dividend of one right for each outstanding share of common stock, which was
distributed  on July 29, 1997.  The rights are  attached to, and  presently
only trade with, the common stock and currently are not exercisable. Except
as specified below, upon becoming  exercisable,  all rights holders will be
entitled to purchase  from the  Company  one  one-thousandth  of a share of
Series A Junior  Participating  Preferred Stock  ("Participating  Preferred
Stock") for each right held at a price of $60.

     The rights become  exercisable and will begin to trade separately from
the  common  stock  upon  the  earlier  of (i) the  first  date  of  public
announcement  that a person or group  (other  than  pursuant to a Permitted
Offer or Lucent, its Subsidiaries,  Affiliates,  or Associates  pursuant to
the Financing Agreement, each as defined) has acquired beneficial ownership
of 15% or more of the  outstanding  common stock;  or (ii) 10 business days
(or such later date as the Board of Directors of the Company may determine)
following a person's or group's  commencement  of, or  announcement  of and
intention to commence,  a tender or exchange  offer,  the  consummation  of
which would  result in  beneficial  ownership  of 15% or more of the common
stock. The rights will entitle holders (other than an Acquiring  Person, as
defined) to purchase common stock having a market value  (immediately prior
to such  acquisition)  of twice the  exercise  price of the  right.  If the
Company  is  acquired  through  a  merger  or  other  business  combination
transaction  (other than a Permitted  Offer,  as defined),  each right will
entitle the holder to purchase $120



                                    55



worth of the  surviving  company's  common  stock for $60.  The Company may
redeem the  rights  for $0.01 each at any time prior to such  acquisitions.
The rights will expire on June 12, 2007.

     In connection  with the rights plan,  the Board of Directors  approved
the creation of (out of the  authorized  but  unissued  shares of preferred
stock of the Company)  participating  preferred  stock,  consisting  of 0.4
million  shares  with a par value of $0.01 per  share.  The  holders of the
participating  preferred  stock  are  entitled  to  receive  dividends,  if
declared by the Board of  Directors,  from funds  legally  available.  Each
share of participating preferred stock is entitled to one thousand votes on
all matters  submitted to  stockholder  vote.  The shares of  participating
preferred  stock are not  redeemable  by the Company nor  convertible  into
common stock or any other security of the Company.

15.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's financial instruments consist primarily of cash and cash
equivalents,  trade  receivables,  trade payables,  debt instruments and an
interest rate swap  contract (see Note 10). For cash and cash  equivalents,
trade  receivables  and  trade  payables,  the  carrying  amounts  of these
financial  instruments are considered  representative  of their fair values
due to their short terms to maturity.  Fair values for the  Company's  debt
instruments  with no quoted market prices are estimated  using a discounted
cash flow analysis, based on interest rates that are currently available to
the  Company  for  issuance  of  debt  with  similar  terms  and  remaining
maturities.  With respect to the Company's  convertible notes (see Note 9),
fair  value  is based  on  quoted  market  prices.  The  fair  value of the
Company's  interest rate swap contract is based on the net present value of
the expected future contractual cash flows.

     The  carrying  amounts  and  estimated  fair  values of the  Company's
convertible  notes and interest rate swap contract at December 31, 2001 and
2000, are summarized as follows:



                                                     December 31,
                                 ------------------------------------------------------
                                           2001                         2000
                                 -------------------------    -------------------------
                                  Carrying       Fair          Carrying       Fair
                                   Amount        Value          Amount        Value
                                 ------------------------------------------------------
                                                                  
     Convertible notes              $172,500     $136,700        $172,500     $122,500
     Interest rate swap                   42           42             (a)          364


     (a)  The interest  rate swap  contract was not required to be recorded
          in the Company's financial  statements until January 1, 2001 when
          the Company adopted SFAS No. 133 (see Note 10).



     The fair  value  estimates  presented  herein  are based on  pertinent
information  available  to  management  as of  December  31, 2001 and 2000.
Although  management  is not aware of any factors that would  significantly
affect   these  fair  value   estimates,   such   amounts   have  not  been
comprehensively  revalued for purposes of these financial  statements since
those dates, and current  estimates of fair value may differ  significantly
from the amounts presented herein.

16.  COMMITMENTS AND CONTINGENCIES

     CommScope  leases  certain  equipment and facilities  under  operating
leases  expiring at various dates  through the year 2011.  Rent expense was
$7.6  million  in 2001,  $7.8  million in 2000,  and $5.4  million in 1999.
Future minimum rental payments required under operating leases with initial
terms of one year or more as of  December  31,  2001 are:  $3.9  million in
2002;  $3.2 million in 2003;  $2.9  million in 2004;  $2.2 million in 2005,
$1.6 million in 2006 and $15.3 million thereafter.

     These future minimum lease payments include payments under a five-year
tax-advantaged  operating  lease with Wachovia  Capital  Investments,  Inc.
("Wachovia")  for  the  Company's  recently  constructed  corporate  office
building.  The Company moved into the corporate  office building in January
2002  under  an  arrangement  whereby  Wachovia  retains  legal  title  and
ownership of the facility, but CommScope,  rather than Wachovia, is allowed
to claim a deduction  for the tax  depreciation  on the  assets.  The lease


                                    56



payments are  variable,  based on  three-month  Libor plus a credit  spread
determined  from a  pricing  grid,  which is based  on  CommScope's  senior
unsecured credit rating as determined by Moody's or S&P.  CommScope has the
option at any time to  purchase  the  facility  for the total  construction
amount funded by Wachovia of approximately  $12.8 million.  However,  up to
two  additional  five-year  renewals  may be  granted  at the option of the
lessor.  At the end of the  initial  lease  term,  or  renewal  term(s)  if
renewed, if CommScope should decide not to purchase the facility, CommScope
is  obligated to pay Wachovia a final lease  payment of  approximately  $11
million,  and to market the  facility on  Wachovia's  behalf.  Any proceeds
received  from the sale of the  facility  would first be used to  reimburse
Wachovia  for the  difference  between the total cost of the  facility  and
CommScope's  final lease  payment.  Any remaining  sales  proceeds would be
retained by CommScope.  The Wachovia lease agreement also contains  certain
financial  covenants  including a leverage  ratio, a net worth  maintenance
test, and an interest  coverage  ratio.  The lease  agreement also contains
certain  cross-default  provisions  related  to  CommScope's  other  credit
facilities.  The  Company  was in  compliance  with these  covenants  as of
December 31, 2001.

     As  of  December  31,  2001,  the  Company  had  committed   funds  of
approximately  $3.1 million under purchase orders and contracts  related to
vertical  integration  projects and equipment and capacity upgrades to meet
current and anticipated future business demands.

     CommScope  is either a  plaintiff  or a  defendant  in  pending  legal
matters in the normal course of business; however, management believes none
of these  legal  matters  will  have a  materially  adverse  effect  on the
Company's  financial  statements  upon  final  disposition.   In  addition,
CommScope is subject to various federal,  state, local and foreign laws and
regulations   governing  the  use,  discharge  and  disposal  of  hazardous
materials.  The Company's  manufacturing  facilities  are believed to be in
substantial  compliance with current laws and regulations.  Compliance with
current  laws and  regulations  has not had, and is not expected to have, a
materially adverse effect on the Company's financial statements.

17.  INDUSTRY SEGMENTS, MAJOR CUSTOMERS, RELATED PARTY TRANSACTIONS AND
GEOGRAPHIC INFORMATION

     The Company's  operations  are conducted  within one business  segment
that  designs,  manufactures  and  markets  coaxial,  fiber  optic and high
performance    electronic   cables   primarily   used   in   communications
applications.  The  Company's  primary  source of revenues is from  product
sales to cable  television  system  operators,  telecommunications  service
providers,  original  equipment  manufacturers  and  distributors.  Service
revenue from  delivery of products  shipped by Company  owned trucks is not
material  to the  Company's  reported  sales.  The Company  aggregates  and
reports its results in one  reportable  segment based on the  similarity of
its products,  production  processes,  distribution methods, and regulatory
environment.

     Sales of coaxial cable products to a major customer and its affiliates
were approximately 10% of net sales in 1999, and less than 10% of net sales
in 2001 and 2000. No other customer  accounted for 10% or more of net sales
during any of the three fiscal years in the period ended December 31, 2001.

     Sales to  related  parties  were less than 2% of net sales in 2001 and
2000, and less than 2.5% of net sales in 1999.  Trade  accounts  receivable
from  related  parties  were  less  than 1% of the  Company's  total  trade
accounts  receivable balance as of December 31, 2001 and less than 2% as of
December 31, 2000. Purchases from related parties were less than 1% of cost
of sales and operating expenses in 2001, 2000 and 1999.

     As  of  December  31,  2001,  the  Company  held  a $30  million  note
receivable  from OFS  BrightWave,  in which  CommScope owns an 18.4% equity
interest.  The  Company  recognized  interest  income  of $125 on this note
during the six weeks ended  December 31, 2001, of which $23 was  eliminated
in consolidation. In addition, CommScope had a $1.5 million receivable from
OFS  BrightWave,   included  in  other  current  assets,  for  an  expected
reimbursement  of costs  incurred by CommScope on behalf of OFS  BrightWave
related  to the  formation  of OFS  BrightWave  with  Furukawa.  The income
statement benefit related to this $1.5 million reimbursement, of which $280
was  eliminated in  consolidation,  was recorded to terminated  acquisition
costs in the fourth quarter of 2001.


                                    57



     Sales   to   customers   located   outside   of  the   United   States
("international  sales") comprised  approximately 23% of net sales in 2001,
and 24% of net sales in 2000 and 1999.  International  sales by  geographic
region, based on the destination of product shipments,  and worldwide sales
by broad product group were as follows (in millions):



                                                         Year Ended December 31,
                                                     --------------------------------
                                                        2001      2000       1999
                                                     --------------------------------
                                                                     
Latin America                                             $64.5      $67.5     $43.0
Asia / Pacific Rim                                         26.2       58.9      47.6
Europe                                                     64.9       77.4      65.4
Canada                                                     16.3       23.1      18.3
Other                                                       1.4        5.5       3.4
                                                     --------------------------------

Total international sales                                $173.3     $232.4    $177.7
                                                     ================================


                                                         Year Ended December 31,
                                                     --------------------------------
                                                        2001      2000       1999
                                                     --------------------------------
                                                                     
Broadband and other video application products           $588.3     $723.8    $557.4
Local area network products                                88.3       85.3      87.3
Wireless and other telecommunications products             61.9      140.9     104.2
                                                     --------------------------------

Total worldwide sales by broad product group             $738.5     $950.0    $748.9
                                                     ================================

Net property, plant and equipment by geographic area was as follows (in millions):


                                                         December 31,
                                                     ----------------------
                                                        2001      2000
                                                     ----------------------
                                                              
United States                                            $238.6     $231.7
Belgium                                                    10.3       10.2
Brazil                                                     28.3        9.5
                                                     ----------------------

Total net property, plant and equipment                  $277.2     $251.4
                                                     ======================




                                    58



18.  SUPPLEMENTAL CASH FLOW INFORMATION



                                                                  Year Ended December 31,
                                                          ----------------------------------------
                                                              2001         2000         1999
                                                          ----------------------------------------
                                                                                
Cash paid during the year for:
     Taxes                                                  $    23,655     $ 47,268     $ 37,112
     Interest (net of capitalized amounts)                        7,732        9,467       10,304

Noncash investing and financing activities:
     Acquisition of interest in OFS BrightWave              $ (173,388)           --           --
     Purchase of note of OFS BrightWave                        (30,000)           --           --
     Issuance of common stock to Lucent                         203,388           --           --



19.  QUARTERLY FINANCIAL DATA (UNAUDITED, IN THOUSANDS EXCEPT PER SHARE DATA)



                                              First        Second        Third       Fourth
                                             Quarter      Quarter       Quarter      Quarter
                                          ------------------------------------------------------
                                                                           
Fiscal 2001:
  Net sales                                    $217,360      $199,899     $177,702     $143,537
  Gross profit                                   52,794        48,310       43,947       34,593
  Operating income                               28,006        11,630       12,460       10,778
  Net income (loss)                              16,579         5,978        6,345       (1,037)
  Net income (loss) per share, basic               0.32          0.12         0.12        (0.02)
  Net income (loss) per share, diluted             0.32          0.11         0.12        (0.02)

Fiscal 2000:
  Net sales                                    $203,939      $241,244     $256,873     $247,970
  Gross profit                                   52,353        64,381       66,265       68,055
  Operating income                               28,975        38,004       39,661       39,411
  Net income                                     16,727        22,293       22,988       22,879
  Net income per share, basic                      0.33          0.44         0.45         0.45
  Net income per share, diluted                    0.32          0.42         0.43         0.43




                                    59





                                                      COMMSCOPE, INC.
                                      SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                      (IN THOUSANDS)


                                                             Additions
                                                    ----------------------------
                                                                   Charged to
                                       Balanmce at   Charged to     Other       Deductions  Balance at
                                       Beginning      Costs and     Accounts    (Describe)   End of
              Description              of Period      Expenses     (Describe)       (1)      Period
----------------------------------------------------------------------------------------------------------

                                                                              
Deducted from assets:
  Allowance for doubtful accounts
     Year ended December 31, 2001        $9,187       $6,565           $--       $3,153      $12,599
     Year ended December 31, 2000        $4,838       $4,519           $--        $ 170       $9,187
     Year ended December 31, 1999        $4,126       $1,602           $--        $ 890       $4,838



(1)  Uncollectible customer accounts written off, net of recoveries of
     previously written off customer accounts.





ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.



                                    60



                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  required  by  this  Item  is  contained  in the  sections
captioned  "Management of the  Company--Board of Directors of the Company",
"Management  of the  Company--Committees  of the Board of  Directors--Board
Meetings",   and  "Management  of  the  Company--Section  16(a)  Beneficial
Ownership  Reporting  Compliance"  included in our Proxy  Statement for the
2002  Annual  Meeting  of  Stockholders  ("2002  Proxy  Statement"),  which
sections are incorporated herein by reference.

EXECUTIVE OFFICERS

     Set forth below is certain  information  with respect to the executive
officers of the Company as of March 22, 2002.

Name and Title                   Age                      Business Experience
--------------                   ---                      -------------------

Frank M. Drendel                 57       Frank M. Drendel has been our
Chairman and Chief                        Chairman and Chief Executive Officer
Executive Officer                         since the spin-off.  He has served
                                          as Chairman and President of
                                          CommScope NC, currently our
                                          wholly-owned subsidiary, from
                                          1986 to the spin-off and has
                                          served as Chief Executive Officer
                                          of CommScope NC since 1976. Mr.
                                          Drendel is a director of Nextel
                                          Communications, Inc., Corvis
                                          Corporation, C-SPAN and the
                                          National Cable Television
                                          Association. Prior to that time,
                                          Mr. Drendel has held various
                                          positions with CommScope NC since
                                          1971.

Brian D. Garrett                 53       Brian D. Garrett has been President
President and Chief                       and Chief Operating Officer of
Operating Officer                         CommScope and CommScope NC since
                                          1997. He was our Executive Vice
                                          President, Operations from the
                                          spin-off until 1997. From 1996 to
                                          1997, he was Executive Vice
                                          President and General Manager of
                                          the Network Cable Division of
                                          CommScope NC and Vice President
                                          and General Manager of the
                                          Network Cable Division of
                                          CommScope NC from 1986 to 1996.
                                          Prior to that time, Mr. Garrett
                                          has held various positions with
                                          CommScope, NC since 1980.

Jearld L. Leonhardt              53       Jearld L. Leonhardt has been our
Executive Vice President                  Executive Vice President and Chief
and Chief Financial Officer               Financial Officer since 1999.  He
                                          has served as our Executive Vice
                                          President, Finance and
                                          Administration from the spin-off
                                          until 1999. He was our Treasurer
                                          from the spin-off until 1997. He
                                          has served as Executive Vice
                                          President and Chief Financial
                                          Officer of CommScope NC since
                                          1999. He has served as Executive
                                          Vice President, Finance and
                                          Administration of CommScope NC
                                          from 1983 until 1999 and
                                          Treasurer of CommScope NC from
                                          1983 until 1997. Prior to that
                                          time, Mr. Leonhardt has held
                                          various positions with CommScope
                                          NC since 1970.



                                    61



Randall W. Crenshaw              45       Randall W. Crenshaw has been
Executive Vice President,                 Executive Vice President,
Procurement, and General                  Procurement, and General Manager,
Manager, Network                          Network, of CommScope and CommScope
                                          NC since 2000. From the spin-off
                                          until 2000, he was Executive Vice
                                          President, Procurement of
                                          CommScope and CommScope NC. From
                                          1994 to 1997, Mr. Crenshaw was
                                          Vice President Operations for the
                                          Network Cable Division of
                                          CommScope NC. Prior to that time,
                                          Mr. Crenshaw has held various
                                          positions with CommScope NC since
                                          1985.

William R. Gooden                60       William R. Gooden has been our Senior
Senior Vice President                     Vice President and Controller since
and Controller                            the spin-off.  He has served as
                                          Senior Vice President and
                                          Controller of CommScope NC since
                                          1996 and was Vice President and
                                          Controller from 1991 to 1996.
                                          Prior to that time, Mr. Gooden
                                          has held various positions with
                                          CommScope NC since 1978.

Larry W. Nelson                  59       Larry W. Nelson has been our
Executive Vice President,                 Executive Vice President, Business
Business Development                      Development, since the spin-off.
                                          He has served as Executive Vice
                                          President, Business Development,
                                          of CommScope NC since 1997. From
                                          1988 to 1997, he was Executive
                                          Vice President and General
                                          Manager, CATV, of CommScope NC.
                                          Prior to that time, Mr. Nelson
                                          has held various positions with
                                          CommScope NC since 1968.

Christopher A. Story             42       Christopher A. Story has been
Executive Vice President,                 Executive Vice President, Global
Global Broadband Operations               Broadband Operations, of CommScope
                                          and CommScope NC since 2000. From
                                          1998 until 2000, he was Senior
                                          Vice President, CATV Operations,
                                          of CommScope NC. From 1996 to
                                          1998, he was Vice President, CATV
                                          Operations, of CommScope NC.
                                          Prior to that time, Mr. Story has
                                          held various positions with
                                          CommScope NC since 1989.

Gene W. Swithenbank              62       Gene W. Swithenbank has been our
Executive Vice President,                 Executive Vice-President, Global
Global  Broadband Sales                   Broadband Sales and Marketing since
and Marketing                             July 2001.  Prior to that he was
                                          Executive Vice President, CATV
                                          Sales and Marketing, since the
                                          spin-off. He has served as
                                          Executive Vice President, CATV
                                          Sales and Marketing, of CommScope
                                          NC since 1996. From 1992 to 1996,
                                          Mr. Swithenbank was Senior Vice
                                          President, CATV Sales and
                                          Marketing, of CommScope NC. Prior
                                          to that time, Mr. Swithenbank has
                                          held various positions with
                                          CommScope NC since 1970.

Frank B. Wyatt, II               39       Frank B. Wyatt, II has been Senior
Senior Vice President, General            Vice President, General Counsel and
Counsel and Secretary                     Secretary of CommScope and CommScope
                                          NC since 2000. He was Vice
                                          President, General Counsel and
                                          Secretary of CommScope and
                                          CommScope NC from the spin-off
                                          until 2000. He has served as
                                          General Counsel and Secretary of
                                          CommScope NC since 1996. Prior to
                                          that time, Mr. Wyatt was an
                                          attorney in private law firm
                                          practice since 1987.

ITEM 11.  EXECUTIVE COMPENSATION

     Information required by this Item is contained in the section
captioned "Management of the Company" in our 2002 Proxy Statement and is
incorporated by reference herein. The sections captioned


                                    62



"Management of the Company--Compensation Committee Report on Compensation
of Executive Officers" and "Performance Graph" in our 2002 Proxy Statement
are not incorporated by reference herein.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information required by this Item is contained in the sections
captioned "Beneficial Ownership of Common Stock" and "Management of the
Company--Stock Options" in our 2002 Proxy Statement, which sections are
incorporated by reference herein.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information required by this Item is contained in the section
captioned "Management of the Company--Certain Relationships and Related
Transactions" in our 2002 Proxy Statement and is incorporated by reference
herein.


                                    63



                                  PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  Documents Filed as Part of this Report:

          1.   Financial Statements.

                    The following consolidated financial statements of
                    CommScope, Inc. are included under Part II, Item 8:

                    Independent Auditors' Report.
                    Consolidated Statements of Income for the Years ended
                       December 31, 2001, 2000 and 1999.
                    Consolidated Balance Sheets as of December 31, 2001 and
                       2000.
                    Consolidated Statements of Cash Flows for the Years
                       ended December 31, 2001, 2000 and 1999.
                    Consolidated Statements of Stockholders' Equity and
                       Comprehensive Income for the Years ended December 31,
                       2001, 2000 and 1999.
                    Notes to Consolidated Financial Statements.

          2.   Financial Statement Schedules.

                    Schedule II - Valuation and Qualifying Accounts.
                    Included under Part II, Item 8.

                    Certain schedules are omitted because they are not
                    applicable or the required information is shown in the
                    financial statements or notes thereto. 3. List of
                    Exhibits. See Index of Exhibits included on page E-1.

     (b)  Reports on Form 8-K:

                    On October 25, 2001 we filed a current report on Form
                    8-K announcing our financial results for the third
                    quarter ended September 30, 2001.

                    On November 26, 2001 we filed a current report on Form
                    8-K announcing formation of the BrightWave joint
                    venture to acquire certain fiber optic assets.

                    On December 26, 2001 we filed an amended current report
                    on Form 8-K/A to file certain financial information
                    related to the BrightWave joint venture.


                                    64



                                 SIGNATURES

     Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     CommScope, Inc.



Date:  March 22, 2002                By:/s/ Frank M. Drendel
                                        -------------------------------------
                                        Frank M. Drendel
                                        Chairman and Chief Executive Officer




     Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.



                 Signature                               Title                               Date
                 ---------                               -----                               ----

                                                                                  
/s/ Frank M. Drendel                      Chairman of the Board and Chief               March 22, 2002
-------------------------------              Executive Officer
         Frank M. Drendel

/s/ Jearld L. Leonhardt                    Executive Vice President and Chief           March 22, 2002
-------------------------------          Financial Officer (Principal financial
         Jearld L. Leonhardt                            officer)


/s/ William R. Gooden                     Senior Vice President and Controller          March 22, 2002
-------------------------------               (Principal accounting officer)
         William R. Gooden

/s/ Edward D. Breen                                     Director                        March 22, 2002
-------------------------------
         Edward D. Breen

/s/ Duncan M. Faircloth                                 Director                        March 22, 2002
-------------------------------
         Duncan M. Faircloth

/s/ Boyd L. George                                      Director                        March 22, 2002
-------------------------------
         Boyd L. George

/s/ George N. Hutton, Jr.                               Director                        March 22, 2002
-------------------------------
         George N. Hutton, Jr.

/s/ June E. Travis                                      Director                        March 22, 2002
-------------------------------
         June E. Travis

/s/ James N. Whitson                                    Director                        March 22, 2002
-------------------------------
         James N. Whitson



                                    65



                             INDEX OF EXHIBITS
                             -----------------

Exhibit No.                                 Description
-----------                                 -----------

     3.1            Amended and Restated Certificate of Incorporation of
                    CommScope, Inc. (Incorporated herein by reference from
                    the Company's Quarterly Report on Form 10-Q for the
                    period ended June 30, 1997 (File No. 1-12929)).

     3.2            Amended and Restated By-Laws of CommScope, Inc.
                    (Incorporated herein by reference from the Company's
                    Quarterly Report on Form 10-Q for the period ended June
                    30, 1997 (File No. 1-12929)).

     4.1            Rights Agreement, dated June 12, 1997, between
                    CommScope, Inc. and ChaseMellon Shareholder Services,
                    L.L.C. (Incorporated herein by reference from the
                    Registration Statement on Form 8-A filed June 30, 1997
                    (File No. 1-12929)).

     4.1.1          Amendment No. 1 to Rights Agreement, dated as of June
                    14, 1999, between CommScope, Inc. and ChaseMellon
                    Shareholder Services. (Incorporated by reference from
                    the Amendment to Registration Statement on Form 8-A/A
                    filed June 14, 1999 (File No. 1-12929)).

     4.1.2          Amendment No. 2 to Rights Agreement, dated as of
                    November 15, 2001 between CommScope, Inc. and Mellon
                    Investor Services LLC. (Incorporated by reference from
                    the Amendment to Registration Statement on Form 8-A/A
                    filed November 19, 2001 (File no. 1-12929)).

     10.1           Employee Benefits Allocation Agreement, dated as of
                    July 25, 1997, among NextLevel Systems, Inc.,
                    CommScope, Inc. and General Semiconductor, Inc.
                    (Incorporated herein by reference from the Company's
                    Quarterly Report on Form 10-Q for the period ended June
                    30, 1997 (File No. 1-12929)).

     10.2           Debt and Cash Allocation Agreement, dated as of July
                    25, 1997, among NextLevel Systems, Inc., CommScope,
                    Inc. and General Semiconductor, Inc. (Incorporated
                    herein by reference from the Company's Quarterly Report
                    on Form 10-Q for the period ended June 30, 1997 (File
                    No. 1-12929)).

     10.3           Insurance Agreement, dated as of July 25, 1997, among
                    NextLevel Systems, Inc., CommScope, Inc. and General
                    Semiconductor, Inc. (Incorporated herein by reference
                    from the Company's Quarterly Report on Form 10-Q for
                    the period ended June 30, 1997 (File No. 1-12929)).

     10.4           Tax Sharing Agreement, dated as of July 25, 1997, among
                    NextLevel Systems, Inc., CommScope, Inc. and General
                    Semiconductor, Inc. (Incorporated herein by reference
                    from the Company's Quarterly Report on Form 10-Q for
                    the period ended June 30, 1997 (File No. 1-12929)).

     10.5           Trademark License Agreement, dated as of July 25, 1997,
                    among NextLevel Systems, Inc., CommScope, Inc. and
                    General Semiconductor, Inc. (Incorporated herein by
                    reference from the Company's Quarterly Report on Form
                    10-Q for the period ended June 30, 1997 (File No.
                    1-12929)).

     10.6           Transition Services Agreement, dated as of July 25,
                    1997, between NextLevel Systems, Inc. and CommScope,
                    Inc. (Incorporated herein by reference from the
                    Company's Quarterly Report on Form 10-Q for the period
                    ended June 30, 1997 (File No. 1-12929)).

     10.7           Credit Agreement, dated as of July 23, 1997, among
                    CommScope, Inc. of North Carolina, Certain Banks, The
                    Chase Manhattan Bank, as Administrative Agent and The
                    Chase Manhattan Bank, Bank of America National Trust
                    and Savings Association, BankBoston , N.A., Bank of
                    Tokyo-Mitsubishi Trust Company, CIBC, Inc., Credit
                    Lyonnais Atlanta Agency, First Union National Bank, The
                    Fuji Bank, Limited, Atlanta Agency, NationsBank, N.A.,
                    Toronto Dominion (New York), Inc. and Wachovia Bank,
                    N.A. as Co-Agents. (Incorporated herein by reference
                    from the Company's Quarterly Report on Form 10-Q for





                    the period ended June 30, 1997 (File No. 1-12929)).

     10.7.1         First Amendment to the Credit Agreement, dated as of
                    December 7, 1999 to the Credit Agreement dated as of
                    July 23, 1997, among CommScope, Inc. of North Carolina,
                    The Chase Manhattan Bank, as Administrative Agent, and
                    the Banks from time to time parties thereto, and the
                    financial institutions named therein as co-agents for
                    the Banks. (Incorporated by reference from the
                    Company's Annual Report on Form 10-K for the year ended
                    December 31, 1999 (File No. 1-12929)).

     10.7.2         Second Amendment to the Credit Agreement, dated as of
                    April 27, 2000 to the Credit Agreement dated as of July
                    23, 1997, among CommScope, Inc. of North Carolina, The
                    Chase Manhattan Bank, as Administrative Agent, and the
                    Banks from time to time parties thereto, and the
                    financial institutions named therein as co-agents for
                    the Banks. (Incorporated herein by reference from the
                    Company's Quarterly Report on Form 10-Q for the period
                    ended June 30, 2000 (File no. 1-12929)).

     10.8+          Amended and Restated CommScope, Inc. 1997 Long-Term
                    Incentive Plan, as amended through December 14, 2000.
                    (Incorporated by reference from the Company's Annual
                    Report on Form 10-K for the year ended December 31,
                    2000. (File No. 1-12929)).

     10.9+          Form of Severance Protection Agreement between the
                    Company and certain executive officers. (Incorporated
                    by reference from the Company's Annual Report on Form
                    10-K for the year ended December 31, 1997 (File No.
                    1-12929)).

     10.9.1+        Form of Amendment to Severance Protection Agreement
                    between the Company and certain Executive Officers.
                    (Incorporated by reference from the Company's Quarterly
                    Report on Form 10-Q for the period ended September 30,
                    1999 (File No. 1-12929)).

     10.10+         Employment Agreement between Frank Drendel, General
                    Instrument Corporation and CommScope, Inc. of North
                    Carolina, the Letter Agreement related thereto dated
                    May 20, 1993 and Amendment to Employment Agreement
                    dated July 25, 1997. (Incorporated by reference from
                    the Company's Annual Report on Form 10-K for the year
                    ended December 31, 1997 (File No. 1-12929)).

     10.11          Credit Agreement, dated February 26, 1999, between
                    First Union National Bank and CommScope, Inc. of North
                    Carolina. (Incorporated by reference from the Company's
                    Annual Report on Form 10-K for the year ended December
                    31, 1998 (File No. 1-12929)).

     10.11.1        First Amendment to the Credit Agreement, dated as of
                    December 7, 1999 between First Union National Bank and
                    CommScope Inc. of North Carolina. (Incorporated by
                    reference from the Company's Annual Report on Form 10-K
                    for the year ended December 31, 1999 (file No.
                    1-12929)).

     10.11.2        Second Amendment to the Credit Agreement, dated as of
                    June 28, 2000 to the Credit Agreement dated as of
                    February 26, 1999, between the First Union National
                    Bank and CommScope, Inc. of North Carolina.
                    (Incorporated herein by reference from the Company's
                    Quarterly Report on Form 10-Q for the period ended June
                    30, 2000 (File no. 1-12929)).

     10.12+         The CommScope, Inc. Annual Incentive Plan, as amended
                    through June 9, 1999. (Incorporated by reference from
                    the Company's Annual Report on Form 10-K for the year
                    ended December 31, 1999 (file No. 1-12929)).

     10.13          Indenture dated as of December 15, 1999 between
                    CommScope, Inc. and First Union National Bank, as
                    Trustee (Incorporated by reference from the Company's
                    Registration Statement on form S-3 dated January 14,
                    2000 (File No. 333-94691)).

     10.14          Registration Rights Agreement, dated December 15, 1999
                    between CommScope Inc. and the Initial Purchasers
                    (Incorporated by reference from the Company's
                    Registration Statement on form S-3 dated January 14,
                    2000 (File No. 333-94691)).

     10.15          Amended and Restated Memorandum of Understanding, dated
                    as of November 15, 2001, by and between The Furukawa
                    Electric Co., Ltd. and CommScope, Inc. (Incorporated by




                    reference from the Company's Current Report on Form 8-K
                    dated November 26, 2001 (file no. 1-12929)).

     10.16          Registration Rights Agreement, dated as of November 16,
                    2001, by and between CommScope, Inc. and Lucent
                    Technologies Inc. (Incorporated by reference from the
                    Company's Current Report on Form 8-K dated November 26,
                    2001 (file no. 1-12929)).

     10.17          Financing Agreement, dated July 24, 2001 among
                    CommScope, Inc., The Furukawa Electric Co., Ltd. and
                    Lucent Technologies Inc. (Incorporated by reference
                    from the Company's Current Report on Form 8-K dated
                    November 26, 2001 (file no. 1-12929)).

     10.18          Financing Agreement Supplement, dated November 9, 2001
                    among CommScope, Inc., The Furukawa Electric Co., Ltd.
                    and Lucent Technologies Inc. (Incorporated by reference
                    from the Company's Current Report on Form 8-K dated
                    November 26, 2001 (file no. 1-12929)).

     10.19          Revolving Credit Agreement, dated as of November 16,
                    2001, by and between CommScope Optical Technologies,
                    Inc. and OFS BrightWave, LLC.

     10.20          Amended and Restated Limited Liability Company
                    Agreement of OFS BrightWave, LLC, dated November 16,
                    2001, by and among OFS BrightWave, LLC, Fitel USA Corp.
                    and CommScope Optical Technologies, Inc.

     12.            Statements re: Computation of Ratios.

     21.            Subsidiaries of the Registrant.

     23.1           Consent of Deloitte & Touche LLP.

     23.2           Consent of PriceWaterhouseCoopers, LLC.

     99.1           Forward-Looking Information.

     99.2           OFS BrightWave, LLC Consolidated Financial Statements.

--------------------------------------------
+    Management Compensation.