Adoption of Recent Accounting Pronouncements Discussion regarding our adoption of recent accounting pronouncements is included in Note 1 to the Consolidated Financial Statements. Critical Accounting Policies
During the three months ended March 29, 2009:
• We did not change any of our existing critical accounting policies from those listed in our 2008 Annual Report on Form 10-K;

• No existing accounting policies became critical accounting policies because of an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and

• There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed.

Results of Operations
Consolidated Continuing Operations

                                                                    Three Months Ended                      %
                                                          March 29, 2009         March 30, 2008           Change
                                                                     (in thousands, except percentages)
Revenues                                                  $     328,512          $     511,826             -35.8 %
Gross profit                                                     84,193                145,817             -42.3 %
Selling, general and administrative expenses                     76,697                 95,163             -19.4 %
Research and development                                         16,555                  9,071              82.5 %
Operating income (loss)                                         (37,647 )               26,598            -241.5 %
Income (loss) before taxes                                      (44,857 )               20,380            -320.1 %
Net income (loss)                                               (32,454 )               12,885            -351.9 %

Revenues decreased in the three-month period ended March 29, 2009 from the comparable period in 2008 primarily for the following reasons:
• A decrease in unit sales volume due to broad-based market declines resulted in a $143.8 million revenue decrease.

• A decrease in copper prices resulted in sales price decreases totaling $28.9 million.

• Unfavorable currency translation of $19.0 million due to the U.S. dollar strengthening against many foreign currencies including the euro and Canadian dollar.

• Lost sales from the disposal of a non-strategic business in Europe resulted in a $3.6 million revenue decrease.

The negative impact that the factors listed above had on the revenue comparison was partially offset by $12.0 million of revenues from Trapeze Networks, Inc. (Trapeze), which we acquired on July 16, 2008.
Gross profit decreased in the three-month period ended March 29, 2009 from the comparable period in 2008 due to the decrease in revenue as discussed above and an increase in severance and other costs. In the first quarter of 2009, cost of sales included $17.9 million of severance and other costs compared to

only $4.0 million in the comparable period of 2008. This increase was due to global restructuring actions to further streamline our manufacturing function worldwide in an effort to reduce costs and mitigate the weakening demand experienced throughout the global economy. Excluding the impact of the severance and other costs, gross profit margin increased to 31.1% in 2009 from 29.3% in 2008 due to cost reductions from our efforts in Lean enterprise and manufacturing footprint initiatives.
Selling, general and administrative expenses decreased in the three-month period ended March 29, 2009 from the comparable period in 2008. This decrease is primarily due to lower payroll costs associated with a decrease in sales and administration employees.
The increase in research and development costs in the three-month period ended March 29, 2009 is primarily due to the acquisition of Trapeze. In the first quarter of 2009, Trapeze incurred $5.8 million of research and development costs. The increase is also due to $1.8 million of severance costs incurred in the first quarter of 2009 related to our global restructuring actions. During the first quarter of 2009, we recognized asset impairment losses totaling $24.7 million primarily related to a German cable business that we expect to sell in the second quarter of 2009. In the first quarter of 2008, we recognized an impairment loss of $7.3 million due to the decision to close our manufacturing facility in Manchester, Connecticut. We also recognized an impairment loss of $4.2 million in the first quarter of 2008 related to our decision to consolidate capacity and dispose of excess machinery and equipment. Operating income decreased in the first quarter of 2009 compared to 2008 due to the decreases in revenues and gross profit and the increases in asset impairment, severance and other restructuring charges as discussed above. Our effective tax rate was a 27.7% benefit in the first quarter of 2009 compared to an expense of 36.8% in 2008. This change is primarily attributable to the decrease in and geographic mix of income before taxes.

Americas Segment

                                               Three Months Ended                %
                                        March 29, 2009     March 30, 2008     Change
                                             (in thousands, except percentages)
      Total revenues                    $     190,201      $     276,954       -31.3 %
      Operating income                         24,658             21,661        13.8 %
      as a percent of total revenues             13.0 %              7.8 %

Americas total revenues, which include affiliate revenues, decreased in the three-month period ended March 29, 2009 from the comparable period in 2008 due to a $52.5 million decrease from lower unit sales volume. Lower demand in the United States contributed to lower volume across all vertical markets as more than 80% of the segment's external customer revenues are generated from customers located in the United States. The decrease in revenues was also due to lower selling prices, fewer affiliate sales, and unfavorable currency translation of $16.4 million, $12.4 million, and $5.5 million, respectively. Lower selling prices resulted primarily from a decrease in copper prices. The unfavorable currency translation resulted primarily from the U.S. dollar strengthening against the Canadian dollar.
Despite the decrease in revenues, operating income increased in the three-month period ended March 29, 2009 from the comparable period in 2008 primarily due to lower asset impairment and severance and other restructuring charges in 2009. In the first quarter of 2009, the segment recognized $2.9 million of asset impairment losses and $2.2 million of severance and other restructuring charges primarily related to our global restructuring actions. In the first quarter of 2008, the segment recognized $11.5 million of

asset impairment losses and $7.5 million of severance and other restructuring charges primarily related to the closing of our manufacturing facility in Manchester, Connecticut and a voluntary separation program offered to certain U.S. employees. Excluding the impact of these charges, operating income decreased in 2009 compared to 2008, but operating margins increased from 14.7% to 15.6% due to manufacturing cost savings resulting from the benefits of our restructuring actions and the successful execution of our regional manufacturing and Lean enterprise strategies.

Wireless Segment

                                               Three Months Ended                %
                                       March 29, 2009      March 30, 2008      Change
                                             (in thousands, except percentages)
     Total revenues                     $     12,003        $         -          n/a
     Operating loss                           (8,322 )                -          n/a
     as a percent of total revenues            -69.3 %              n/a

The Wireless segment consists of Trapeze, which we acquired on July 16, 2008. Sales transactions from our Wireless segment often involve multiple elements in which the sales proceeds are deferred and recognized ratably over the period related to the last delivered element. As of March 29, 2009, total deferred revenue and deferred cost of sales were $20.1 million and $7.0 million, respectively. The deferred revenue and deferred cost of sales are expected to be amortized over various periods ranging from one to three years. The change in the deferred revenue and deferred cost of sales balances is as follows (in thousands):

                                 Deferred       Deferred Cost of      Deferred Gross
                                  Revenue            Sales                Profit
    Balance, December 31, 2008   $  20,166     $            7,270     $        12,896
    Balance, March 29, 2009         20,117                  7,042              13,075

    Increase (decrease)          $     (49 )   $             (228 )   $           179

In January 2009, one of Trapeze's OEM customers, Nortel Networks (Nortel), filed for bankruptcy protection. The majority of our sales to Nortel are made indirectly through a third party contract manufacturer. As such, our receivable balance directly owed from Nortel is typically not material at any given time. However, Nortel and the related third party contract manufacturer represent a significant OEM customer for Trapeze. If Nortel is unable to successfully emerge out of bankruptcy, future revenues from our Wireless segment would be affected, at least temporarily. We have reserved for the estimated uncollectible portion of the outstanding receivable balance owed from Nortel as of March 29, 2009.

EMEA Segment

                                              Three Months Ended                %
                                       March 29, 2009     March 30, 2008      Change
                                             (in thousands, except percentages)
     Total revenues                    $     100,534      $     182,428        -44.9 %
     Operating income (loss)                 (43,245 )           16,831       -356.9 %
     as a percent of total revenues            -43.0 %              9.2 %

EMEA total revenues, which include affiliate revenues, decreased in the three-month period ended March 29, 2009 from the comparable period in 2008 due to a $54.5 million decrease from lower unit sales volume and $3.6 million of lost sales from the disposal of a non-strategic business. The broad-based market declines experienced at the end of 2008 continued in Europe resulting in lower volume across all vertical markets. The decrease in revenues was also due to unfavorable currency translation, fewer affiliate sales, and lower selling prices of $13.6 million, $8.4 million, and $1.8 million, respectively. The unfavorable currency translation resulted primarily from the U.S. dollar strengthening against the euro, and lower selling prices resulted primarily from a decrease in copper prices.
Operating income decreased in the three-month period ended March 29, 2009 due to the decrease in revenues as discussed above and an increase in asset impairment and severance charges. In the first quarter of 2009, the segment recognized $20.8 million of asset impairment losses primarily related to a German cable business that we expect to sell in the second quarter of 2009 and $25.0 million of severance and other restructuring charges related to our global restructuring actions. In the first quarter of 2008, the segment recognized $4.8 million of severance and other restructuring charges related to various restructuring actions. Excluding the impact of these charges, operating margins decreased from 11.9% to 2.5% as the decrease in revenues more than offset the cost savings from our various restructuring actions.

Asia Pacific Segment

                                               Three Months Ended                %
                                       March 29, 2009      March 30, 2008     Change
                                             (in thousands, except percentages)
     Total revenues                      $     46,238      $      93,702       -50.7 %
     Operating income                           3,334             11,287       -70.5 %
     as a percent of total revenues               7.2 %             12.0 %

Asia Pacific total revenues decreased in the three-month period ended March 29, 2009 from the comparable period of 2008 primarily due to a $36.8 million decrease from lower unit sales volume. The broad-based market declines experienced at the end of 2008 continued in Asia resulting in lower volume across all vertical markets. The decrease in revenues was also due to a $10.7 million decrease from lower selling prices, which resulted primarily from a decrease in copper prices.
Operating income decreased in the three-month period ended March 29, 2009 due to the decrease in revenues as discussed above and an increase in asset impairment and severance charges. In the first quarter of 2009, the segment recognized $1.0 million of asset impairment losses and $0.9 million of severance and other restructuring charges related to our global restructuring actions. The segment did not incur any impairment losses or severance charges in the first quarter of 2008. Excluding the impact of these charges, operating margins only decreased from 12.0% to 11.3% despite a decrease in revenues of over 50% as our product portfolio management and cost reduction actions partially offset the decrease in unit sales volume.
Corporate Expenses
Corporate expenses include administrative and other costs that are not allocated to the segments. These expenses totaled $8.4 million and $13.9 million in the three-month periods ended March 29, 2009 and March 30, 2008, respectively. The decrease in 2009 was primarily due to lower payroll costs and consulting fees.

Liquidity and Capital Resources
Significant factors that have affected or may affect our cash liquidity include
(1) cash provided by operating activities, (2) disposals of tangible assets,
(3) exercises of stock options, (4) cash used for business acquisitions, restructuring actions, capital expenditures, share repurchases and dividends, and (5) our available credit facilities and other borrowing arrangements. We expect our operating activities to generate cash throughout 2009 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions for our retirement plans, quarterly dividend payments, severance payments from our restructuring actions, and our short-term operating strategies. Customer demand, competitive market forces, commodities pricing, customer acceptance of our product mix and economic conditions worldwide could affect our ability to continue to fund our future needs from business operations. The following table is derived from our Consolidated Cash Flow Statements:

                                                                             Three Months Ended
                                                                   March 29, 2009          March 30, 2008
                                                                               (In thousands)
Net cash provided by (used for):
Operating activities                                              $         12,623        $         30,692
Investing activities                                                        (9,572 )                32,174
Financing activities                                                        (5,018 )               (33,354 )
Effects of currency exchange rate changes on cash and cash
equivalents                                                                 (1,003 )                 7,366

Increase (decrease) in cash and cash equivalents                            (2,970 )                36,878
Cash and cash equivalents, beginning of period                             227,413                 159,964

Cash and cash equivalents, end of period                          $        224,443        $        196,842

Net cash provided by operating activities, a key source of our liquidity, decreased by $18.1 million in the three-month period ended March 29, 2009 from the comparable period in 2008 primarily due to a decrease in income partially offset by a favorable net change in operating assets and liabilities. This favorable change was primarily due to improvements in receivables and inventories as we reduced production and inventory levels consistent with the decrease in customer demand. These improvements were partially offset by unfavorable changes in accounts payable and accrued liabilities, which included $22.8 million of total severance payments during the three months ended March 29, 2009 related to our restructuring actions. Total severance payments during the three months ended March 30, 2008 were only $0.4 million. Net cash used in investing activities totaled $9.6 million in the first three months of 2009 compared to cash provided by investing activities of $32.2 million in the first three months of 2008. Investing activities in the first three months of 2009 primarily related to capital expenditures for capacity expansion at certain locations. Net cash provided by investing activities in the first three months of 2008 included $23.4 million of net proceeds received from the sale of certain real estate in Mexico, $15.0 million received from the sale and collection of a receivable related to our assembly and telecommunications cable operations in the Czech Republic, and $0.7 million received from the collection of a receivable related to our sale of certain real estate in the Netherlands. These proceeds were partially offset by capital expenditures of $6.9 million that included payments for construction of a new manufacturing facility in China. We anticipate that future capital expenditures will be funded with available cash.

Net cash used for financing activities in the first three months of 2009 totaled $5.0 million compared to $33.4 million in the first three months of 2008. This change is primarily due to a decrease in payments under our share repurchase program, which we completed in 2008, and a decrease in proceeds from the exercise of stock options.
Our outstanding debt obligations as of March 29, 2009 consisted of $350.0 million aggregate principal of 7.0% senior subordinated notes due 2017 and $240.0 million of outstanding borrowings under our senior secured credit facility, which matures in 2011 and has a variable interest rate based on LIBOR or the prime rate. During the three months ended March 29, 2009, we amended the facility and changed the definition of EBITDA used in the computation of the 3.5 gross debt-to-EBITDA leverage ratio covenant. Although the amendment increased the cost of borrowings under the facility by 100 basis points, it provides us with additional flexibility in managing liquidity through the weaker global demand in our served markets. As of March 29, 2009, we had $100.9 million in available borrowing capacity under our senior secured credit facility, and we were in compliance with all of its covenants.
Additional discussion regarding our various borrowing arrangements is included in Note 7 to the Consolidated Financial Statements. Forward-Looking Statements
Statements in this report other than historical facts are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on forecasts and projections about the industries which we serve and about general economic conditions. They reflect management's beliefs and assumptions. They are not guarantees of future performance and they involve risk and uncertainty. Our actual results may differ materially from these expectations. Some of the factors that may cause actual results to differ from our expectations include:
• The current global economic slowdown may adversely impact our results;

• Turbulence in financial markets may increase our borrowing costs;

• The availability of credit for our customers and distributors;

• Our ability to integrate successfully acquired businesses;

• Demand and acceptance of our products by customers and end users;

• Worldwide economic conditions, which could impact demand for our products;

• Changes in the cost and availability of raw materials (specifically, copper, commodities derived from petrochemical feedstocks, and other materials);

• The degree to which we will be able to respond to raw materials cost fluctuations through the pricing of our products;

• Our ability to meet customer demand successfully as we also reduce working capital;

• Our ability to implement successfully our announced restructuring plans (for which we may incur additional costs); and

• Other factors noted in this report and our other Securities Exchange Act of 1934 filings.

For a more complete discussion of risk factors, please see our 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.