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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 January 2, 2009



| ̈ | 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: 0-9692





TELLABS, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-3831568                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                               |  |           
|-------------------------------------------------------------- |  | ----------
|One Tellabs Center, 1415 West Diehl Road, Naperville, Illinois |  | 60563     
|(Address of principal executive offices)                       |  | (Zip Code)

Registrants telephone number, including area code: (630) 798-8800

Securities registered pursuant to Section 12(b) of the Act: None

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

Common stock, $0.01 par value

(Title of Class)





Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

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 for 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 (229.405) 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 III of this Form 10-K or any amendment to this Form
10-K.     ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. (See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act).



|                           |  |                         |  |                              
|-------------------------- |  | ----------------------- |  | -----------------------------
|Large Accelerated Filer  x |  | Accelerated Filer No   ̈ |  | Non - Accelerated Filer No   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The approximate aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant computed as of June 27, 2008, was $1,673,366,455. (Solely for the purpose of calculating the preceding amount, all
directors and executive officers of the Registrant are deemed to be affiliates.)

As of February 20, 2009, there were 395,671,256 shares of the
Registrants common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrants Annual Report to Stockholders for the fiscal year ended January 2, 2009, are incorporated by reference into Parts I and
II, and portions of the Registrants Proxy Statement for the annual meeting of stockholders to be held on May 1, 2009, are incorporated by reference into Part III.









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TELLABS, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED JANUARY 2, 2009

TABLE OF CONTENTS



|         |  |                                                                                                              |  |   
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|         |  | Page                                                                                                        
|PART I  
|         |  |                                                                                                             
|Item 1.  |  | Business                                                                                                     |  | 3 
|Item 1A. |  | Risk Factors                                                                                                 |  | 11
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 19
|Item 2.  |  | Properties                                                                                                   |  | 19
|Item 3.  |  | Legal Proceedings                                                                                            |  | 19
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                          |  | 21
|        
|PART II 
|         |  |                                                                                                             
|Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 22
|Item 6.  |  | Selected Financial Data                                                                                      |  | 23
|Item 7.  |  | Managements Discussion and Analysis of Results of Operations and Financial Condition                        |  | 23
|Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 23
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 27
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 27
|Item 9A. |  | Controls and Procedures                                                                                      |  | 27
|Item 9B. |  | Other Information                                                                                            |  | 27
|        
|PART III
|         |  |                                                                                                             
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 27
|Item 11. |  | Executive Compensation                                                                                       |  | 27
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 28
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 28
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 28
|        
|PART IV 
|         |  |                                                                                                             
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 29
|         |  |                                                                                                             
|         |  | Signatures                                                                                                   |  | 32
|         |  | Schedule II  Valuation and Qualifying Accounts and Reserves                                                 |  | 34
|         |  | Exhibit Index                                                                                                |  | 35
|         |  | Annual Report to Stockholders                                                                                |  |   
|         |  | Subsidiaries of the Registrant                                                                               |  |   
|         |  | Consent of Independent Registered Public Accounting Firm                                                     |  |   
|         |  | Section 302 Certification of CEO                                                                             |  |   
|         |  | Section 302 Certification of CFO                                                                             |  |   
|         |  | Section 906 Certification of CEO                                                                             |  |   
|         |  | Section 906 Certification of CFO                                                                             |  |   



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PART I



|ITEM 1. | BUSINESS
|------- | --------

Note: A glossary of industry and technical terms
used in this Form 10-K appears at the end of this Item 1.

Tellabs, Inc. was incorporated in 1975 as an Illinois corporation. In 1992, our
shareholders approved the formation of a holding company structure. Under that new structure the shareholders of Tellabs, Inc., an Illinois corporation, became the shareholders of a new holding company, Tellabs, Inc., a Delaware corporation.
Tellabs goal is to enrich peoples lives by innovating the way the world connects. We work toward that goal by designing and marketing equipment and services to communications customers worldwide.

In November 2004, we acquired Advanced Fibre Communications, Inc. (AFC) of Petaluma, California, a leading supplier in North America of last-mile access
products. This acquisition gave us a leadership position for delivering residential voice, data and video services over fiber-optic networks. In addition, in December 2004, we acquired Vinci Systems, Inc. (Vinci), a privately held developer of
customer-premises equipment used for fiber access. This acquisition accelerated our ability to deliver cost-reduced and feature-enhanced components of the solution we acquired with AFC.

Our products and services enable our customers to deliver wireline and wireless voice, data and video services to business and residential customers. We sell our products domestically and internationally through our
field sales force and distributors/partners. Our customers are primarily communication services providers, including local exchange carriers (LECs); national post, telephone and telegraph (PTT) administrators, wireless service providers, multiple
system operators (MSOs), and competitive service providers (CSPs). Our customer base also includes distributors, original equipment manufacturers (OEMs), system integrators and government agencies.

While we market our products under a variety of solution names, we run our business and report operating results in three segments: Broadband, Transport and Services.

Within the Broadband segment, we market our products in three areas:



| |  |  | Access includes products that enable service providers to deliver bundled voice, video and high-speed Internet/data
services over copper or fiber networks. Specifically, access products enable service providers to deliver these services over the last mile of the communications network, the part of the network that is closest to homes and
businesses. As users download more video and music, play more online games and increase their use of other high-bandwidth services, operators must upgrade their access networks to meet this demand. Access offerings include the Tellabs® 1000 multiservice access series, the Tellabs® 1100 multiservice access series and the Tellabs® 1600 optical network terminal series (ONTs).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Tellabs 1000 series is used in both
copper-based and fiber-based access networks. It can be configured as a digital loop carrier (DLC), a digital subscriber line access multiplexer (DSLAM), a fiber-to-the-premise (FTTP) optical line terminal (OLT) for broadband passive optical
networks (BPON), or a voice gateway for voice over Internet protocol (VoIP). The Tellabs 1100 series is used in both copper-based and fiber-based access networks. It can be configured as DLC, DSLAM, and FTTP OLT for gigabit passive optical networks
(GPON), as well as for fiber-to-the-curb (FTTC) or fiber-to-the-node (FTTN) network architectures. The Tellabs 1600 series of ONTs consists of remote devices installed at user locations (i.e., single family homes, multi-dwelling units, and small
businesses) in both BPON and GPON FTTP network architectures.



| |  |  | Managed access primarily includes aggregation and transport products that deliver wireless and business services
primarily outside of the United States. Voice-over-cable products, used to deliver voice and data services over cable television networks, also are included in this segment. Managed access products include the Tellabs® 2300 cable telephony distribution system, the Tellabs® 6300 managed transport system, the Tellabs® 8000 network manager and the Tellabs® 8100 managed access system.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Tellabs 2300 system, which can be used anywhere in the world, enables MSOs (cable television
providers) and alternate access carriers to deliver integrated video and circuit-switched voice and data services. The Tellabs 6300 system is a packet optical transport and access platform that serves wireline and wireless operators primarily
outside of North America. The Tellabs 8100 managed access system is used outside of North America in business service and wireless networks. The Tellabs 8000 network manager provides full network management across the entire family of Tellabs 6300
and 8100 managed access products, as well as the Tellabs® 8600 and 8800 products described below. We recently upgraded it to manage the Tellabs® 8800 series, also described below. It offers end-to-end management for 2G and 3G mobile backhaul applications, carrier-class Internet, virtual private network (VPN) and extranet services for corporate customers,
business broadband Internet access and corporate voice services.



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| |  |  | Data includes next generation packet-switched products that enable wireline and wireless carriers to deliver business
services and next-generation wireless services to their customers. Data products include the Tellabs® 8600 managed edge system and the Tellabs 8800 multiservice router (MSR)
series.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Tellabs 8600 system is an aggregation platform for next-generation wireless providers. It provides a
cost-efficient way to migrate from 2G to 3G and 4G networks by using pseudowire technology to manage TDM, frame relay, ATM, Ethernet and IP traffic in a single device. It is ideal for current customers of the Tellabs 6300 and 8100 systems because it
fully integrates with those platforms under the Tellabs 8000 network manager. The Tellabs 8800 MSR series enables service providers to leverage existing infrastructure to seamlessly and cost-effectively integrate all their networks (ATM, Frame
Relay, Ethernet and IP) onto a converged MPLS network, while retaining quality of service. This capability enables users to share information regardless of their access technology. The Tellabs 8800 MSR is unique in its ability to take in traffic of
any network type and route it over any other network type.

The Transport segmentincludes solutions that enable service providers to transport services and manage bandwidth by adding capacity when and where its needed. Wireline and wireless providers use these to support wireless services, business services for
enterprises, and triple-play voice, video and data services for consumers. Products include the Tellabs® 3000 voice-quality enhancement products, the Tellabs® 5000 series of digital cross-connect systems and the Tellabs® 7100 optical transport system.

The Tellabs 3000 series enables service providers to improve voice quality and ensure calls are echo-free. Wireless operators have directly attributed revenue accretion
and customer retention to this higher quality service.

The Tellabs 5000 series of digital
cross-connects manages and routes voice, data and video traffic and combines, consolidates and segregates signals to maximize efficiency. It also provides a centralized point for network performance monitoring and testing, as well as converting
different signal formats. The Tellabs® 5500 digital cross-connect is used by every major service provider in North America. It enables service providers to reduce equipment and maintenance
costs and maximize network profitability. We have evolved this system to integrate narrowband grooming, voice quality enhancement and Ethernet transmission. The Tellabs® 5500 NGX switch
increases network efficiency by integrating cross-connect functionality with add-drop multiplexing (ADM) and data switching.

The Tellabs 7100 system
enables service providers to deliver high-speed wavelength services and alleviate bandwidth bottlenecks. The Tellabs 7100 system integrates optical and electrical transport via wavelength selective switches (WSS), ROADM (reconfigurable optical
add-drop multiplexing), Ethernet switching, next-generation SONET/SDH MSPPs (multiservice provisioning platforms) and DWDM (dense wave-division multiplexing) into a single platform. It decreases capital and operating expenses by eliminating network
elements and reducing equipment interconnections.

At the heart of the Tellabs 7100 system are four- and eight-degree ROADM capabilities, enabling
combined-wavelength trunks to be transported in up to eight directions without adding other equipment. ROADM is a new form of optical add/drop multiplexer that gives service providers the ability to remotely configure any wavelength on any network
element. This feature enables operators to instantly provision bandwidth, where it is required. ROADM facilitates delivery of multiple access services to a household or business, without degradation in service quality. It reduces network outages by
automatically protecting the network after faults occur.

The Services segment delivers deployment, training, support and professional
services to Tellabs customers. Through these offerings, Tellabs supports our customers through all phases of running a network: planning, building and operating. Services in the planning phase include network architecture and design, network
and applications planning, network management design, migration planning and others. Building services include applications integration, program and project management, installation, testing, network integration, third-party systems integration and
others. Once networks are deployed, Tellabs offers a variety of operating services including network optimization, onsite engineering, network monitoring, remote and onsite support, capacity management, training and others.

COMPETITION

We sell our products and services in global markets
where competition is intense. Our customers base their purchasing decisions on multiple factors including: product features, performance, price, quality, reliability, capacity, and customer service. Breadth of product line, customer-oriented
planning and delivery, emerging technology, vendor relationships and incumbency, and responsiveness to their needs are also factored into these decisions.



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Tellabs competition comes primarily from telecommunications and data networking infrastructure vendors. These
vendors include large and small companies that compete directly or indirectly with our offerings.

SALES ORGANIZATION

Our global sales organization includes direct sales personnel and sales support personnel located throughout the United States, Canada, Latin America, Europe, the Middle
East, Africa and Asia Pacific. In North America (United States and Canada), the sales organization is structured by customer type, e.g., LECs, MSOs, CSPs., etc. Internationally, the sales organization is structured on a regional basis: Latin America
(Mexico, Central and South America, and the Caribbean), EMEA (Europe, Middle East and Africa) and Asia Pacific (Australia, the Far East, and the Indian Sub-continent).

The direct sales force drives and completes the majority of sales and we maintain sales offices throughout the world. In North America, our products and services are sold directly by our sales personnel as well as
through value-added resellers and distributors. Outside North America, our products and services are sold directly by our field sales personnel and by independent sales representatives and distributors, as well as through other public and private
network providers that distribute products.

We generate revenue through the direct sales organization and selected distributors. We have arrangements with
a number of distributors of telecommunications equipment, some of whom maintain inventories of our products to facilitate prompt delivery. These distributors provide information on our products through their catalogs and through trade-show
demonstrations. Our field sales force also provides technical support to distributors. Direct sales organizations and selected distributors generated the following 2008 revenue:



|                      |  |              |  |             
|--------------------- |  | ------------ |  | ------------
|                      |  | Direct Sales |  | Distributors
|North America         |  | 98%          |  | 2%          
|Outside North America |  | 59%          |  | 41%         
|Consolidated          |  | 86%          |  | 14%         

CUSTOMERS

Tellabs is well-positioned with major wireless and wireline carriers and broadband service providers around the world in the areas of optical networking, mobile backhaul and business services. We serve 41 of the worlds top 50
providers. These customers include AT&T, BT, Verizon, Telstra, Chunghwa Telecom, Qwest, T-Mobile, Sprint, and Telmex. Traditional telecommunications service providers are our historical customer base and continue to represent the largest
contributor to our revenue. We deliver technology customers need to offer new products and services. We see opportunities in growing areas, including: mobile backhaul, optical networking and enterprise data services, as well as professional
services.

Revenue from customers within North America was 68% of consolidated revenue in 2008, 74% in 2007 and 76% in 2006. Revenue from customers outside
North America was 32% of consolidated revenue in 2008, 26% in 2007 and 24% in 2006.

Carrier consolidation has reduced the number of customers for our
products and services. The remaining carriers are large and can exert considerably more pricing pressure than in years past. These carriers may focus their future purchases with a few large suppliers, which could also adversely affect our revenue.
In addition, we face more global competition, especially in the newly emerging growth areas we target.

We had two customers in 2008 who contributed more
than ten percent of our revenue. Revenue from Verizon (including Verizon Wireless) was 33% of consolidated revenue in 2008, 37% in 2007 and 27% in 2006. Revenue from AT&T (including the former BellSouth and Cingular) was 16% of consolidated
revenue in 2008 and 2007, and 23% in 2006. Revenue from Sprint Nextel was 11% of consolidated revenue in 2006. No other customer in 2008, 2007, or 2006 accounted for more than 10% of consolidated revenue.

We have executed product and service supply agreements (Supply Agreements) with several of our large customers that detail the commercial terms and
conditions for sales. These Supply Agreements with our largest customers are requirements based and usually



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do not obligate the customer to a specific volume of business. The vast majority of our sales, whether to customers with Supply Agreements or otherwise,
result from periodic purchase orders. A summary of the status of the Supply Agreements with Verizon and AT&T follows:

Verizon. We supply Verizon and its affiliated companies products and services under several agreements, including agreements with companies acquired by Verizon. We provide the following products from our Transport segment:
Tellabs 5500 Digital Cross Connect products and Tellabs 7100 Optical Transport Systems. In the Broadband segment we provide Verizon with the Tellabs 1600 Optical Network Terminal Series, Tellabs 1000 Multiservice Access Platform and the Tellabs 8800
Multiservice Router products. Verizon also procures engineering, furnishing and installation (EF&I) and support services from our Services segment. These products and services are provided under various supply agreements. These supply agreements
are with multiple Verizon entities and may include separate products and services or a combination of products and services. The supply agreements also may relate to products in one segment or across multiple segments of our business. These
agreements have different expiration dates. The earliest expiration date is June 30, 2009 and the latest expiration date is December 15, 2013. All of these agreements can be extended by written agreement of the parties.

AT&T. We supply AT&T and its affiliated companies, products and services under several agreements, including agreements with
companies acquired by AT&T. We provide the following products from our Transport segment: Tellabs 5500 digital cross connect products and the Tellabs 7100 Optical Transport Systems. In the Broadband segment we provide AT&T with the Tellabs
1000 Multiservice Access Platform, Tellabs 1100 Multiservice Access Platform and the Tellabs 8800 Multiservice Router products. AT&T procures support services and professional services from our Services segment. These products and services are
provided under various agreements. These supply agreements are with multiple AT&T entities and may include separate products and services or a combination of products and services. The supply agreements also may relate to products in one segment
or across multiple segments of our business. These agreements have different expiration dates. The earliest expiration date is April 30, 2009 and the latest expiration date is May 1, 2010. All of these agreements can be extended by written
agreement of the parties.

We evaluated the materiality of each of these contracts with AT&T and Verizon and have determined that currently none of
these contracts with our principal customers is required to be filed as material contracts pursuant to Items 101(c)(1)(vii) and 601(b)(10) of Regulation S-K.

Major service providers require product approval prior to adopting a vendors products for use in their networks. We are involved in a constant process of submitting new and succeeding generations of products for approval and our
products are widely deployed in these service provider networks. However, we cannot be certain that we will obtain these approvals in the future, or that sales of these products will continue to occur.

BACKLOG

Total product and service backlog was $322 million at
January 2, 2009, and $328 million at December 28, 2007. Backlog is defined as revenue to be recognized on confirmed product and service orders. We expect to ship nearly the entire January 2, 2009, backlog in 2009. Because of the short
cycle between order and shipment, we consider backlog to be an indicator, but not the sole predictor, of future revenue.

RESEARCH AND DEVELOPMENT

Tellabs believes the development of new products and enhancement of existing products is vital to our long-term success. As of January 2, 2009,
research and development employees totaled 1,180, representing 37% of our total workforce. We conduct research and development at several facilities around the world. In addition to our internal efforts to develop new products, we undertake research
and development and product-oriented acquisitions and alliances, from time to time. These alliances provide us access to technology and innovations that we believe will be important to our customers. Research and development expenses were $305.2
million in 2008, $343.1 million in 2007 and $356.9 million in 2006.

MANUFACTURING

We outsource the manufacturing of our products to contract manufacturers. Tellabs strategy is to use two primary contract manufacturers, though we do have written agreements with other contract manufacturers. We
are active in the order, configuration and system assembly operations for our products.



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The current concentration of our contract manufacturers is not dependent upon a limited number of suppliers capable of
producing our products, but rather the result of a strategic initiative. Consolidating contract manufacturers is a common business model followed in our industry in order to improve production efficiency and innovation resulting from close working
relationships with a few key suppliers. Our largest contract manufacturers in 2008 were Sanmina and Jabil; however, we also used Flextronics, Flash and BreconRidge to supplement the two main contract manufacturers. The facilities owned and operated
by these contract manufacturers for the production of our products are located in Mexico, Canada, Malaysia, China and the U.S. Tellabs can switch production between contract manufacturers without significant impact on production.

Our agreements with contract manufacturers are evergreen or self-renewing and include at least a six month termination clause in order to minimize the business impact to
either party. Tellabs provides a twelve month non-binding rolling forecast. The contract manufacturers procure parts according to production strategy and piece part lead times. Production strategies range from build to forecast, build to order, and
replenish to stated inventory levels. The build strategies expose Tellabs to the risk that our customers will not order those products for which we have forecast sales, or will purchase less than we have forecast. As a result, we may incur carrying
charges or obsolete material charges for components purchased by our contract manufacturers. We work closely with our contract manufacturers to manage material, quality, cost and delivery times, and we continually evaluate their services to ensure
performance on a reliable and cost-effective basis. Each contract manufacturer provides Tellabs with a minimum of six months product warranty.

We require
our contract manufacturers to handle and dispose of any hazardous waste material from our manufacturing activities in compliance with all applicable foreign, Federal, state and local provisions. The additional cost of complying with environmental
regulations has not had a material impact on capital expenditures, earnings or our competitive position.

As is common in our industry, our products
contain components that generally are available from multiple suppliers, as well as components of primarily Tellabs proprietary design that are sourced from a single supplier.

In some cases, long lead times may be required to develop alternative sources for proprietary components. If component supplies become limited, which has occurred on occasion, or if a proprietary component supplier is
unable to meet our requirements and we cannot quickly source that component from another supplier, the resulting shortages could result in production delays and/or expedite costs that may affect our business adversely. To limit this risk with
respect to our single source suppliers, we frequently negotiate for the right to use their technology or to allow a third party to manufacture their products, or require that they maintain a sufficient inventory of components, in the event the
supplier were to go out of business or is otherwise unable to meet our requirements.

We typically enter into written agreements with our principal
contract manufacturers and suppliers. Under the terms of our typical manufacturing supply agreements with our principal contract manufacturers and suppliers, we are generally not obligated to use their services or purchase their products unless and
until we place a firm purchase order. These agreements generally apply to multiple products and across product segments.

EMPLOYEES

At January 2, 2009, we had 3,228 employees. We employed 1,277 individuals in the sales, sales support, customer service and marketing areas; 1,180 in research and
product development; and 771 in support activities. We consider our employee relations to be good. We are not a party to collective bargaining agreements.

INTELLECTUAL PROPERTY

We maintain an active program to legally protect our investment in technology through intellectual property rights.
The nature and extent of legal protection associated with each such intellectual property right depends on, among other things, the type of intellectual property right and the given jurisdiction in which such right arises. We believe that our
intellectual property rights are valuable and important to our business (including each of our segments).

We have various trade and service marks, both
registered and unregistered, in the United States and in many foreign countries (collectively, Marks). These Marks are important because they differentiate our products and services within our industry. We are not aware of any factor
that would inhibit our ability to use any of our major Marks.



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We hold numerous U.S. and foreign patents, and we have numerous applications for patents pending in the United States and
abroad, respectively. Our patents expire at various dates between May 2009 and March 2027, with approximately half of our patents expiring after 2019. We are not substantially dependent on any single patent. We maintain an active program that seeks
to legally protect, through patents, various of our developments and innovations. There is no assurance, however, that we will be able to obtain or maintain each patent that we pursue. We also cannot predict whether patents that we obtain will
necessarily provide us with any competitive advantage or whether such patents will be challenged by third parties. Beyond patents, we rely on copyright, trade secret and other mechanisms designed to help establish, secure, maintain and protect our
intellectual property.

Through various licensing arrangements, we grant certain rights to our intellectual property and receive certain rights to
intellectual property of others. We expect to maintain current licensing arrangements and to secure licensing arrangements in the future, as needed, and to the extent available on reasonable terms and conditions, to support continued development and
marketing of our products and services. Some of these licensing arrangements require or may require royalty payments and other licensing fees. The amount of these payments and fees may depend on various factors, including but not limited to, the
structure of royalty payments, offsetting considerations, if any, and the degree of use of the licensed technology. We are not substantially dependent on any single license.

We believe that the duration of legal protection for our intellectual property is adequate relative to the expected lives of our products and services.

BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION

We are reporting operating results for three segments: Broadband,
Transport and Services. Information on revenue by segment, revenue by country and net long-lived assets by country for the fiscal years ended January 2, 2009, December 28, 2007 and December 29, 2006, is set forth in the footnotes
to our consolidated financial statements in our 2008 Annual Report, included herein as Exhibit 13, and incorporated herein by reference.

HOW TO OBTAIN
OUR SEC REPORTS

We file annual, quarterly and other periodic reports, proxy statements and other information with the SEC. These filings are available
to the public at the SECs web site at www.sec.gov. No information from this web page is incorporated herein by reference.

Copies of our most recent
annual stockholder report and proxy statement are available directly on the SECs web site free of charge as soon as reasonably practicable after we furnish the material to the SEC. Our web site includes direct links to the SECs web site
for our annual, quarterly and other filings.

Copies of our annual, quarterly and current reports, proxy statements and certain other information filed
with the SEC, as well as amendments thereto are available on our web site free of charge. Our web site is located at www.tellabs.com. We will provide this information either electronically or in paper form free of charge upon request.

GLOSSARY OF TECHNICAL TERMS

2G Mobile  Digital wireless
networks that carry voice and low-speed data.

3G Mobile  Wireless networks built for digital voice and high-speed data, including video.

4G Mobile  The future generation of wireless networks, designed to offer broadband speeds and integrate different types of mobile technology.

ADM (Add/Drop Multiplexer) A device that adds or drops lower-bandwidth signals to existing high-bandwidth signals for improved network
efficiency.

Access  Equipment that provides a connection between service providers central offices and homes, businesses and other user
locations.

ATM (Asynchronous Transfer Mode)  A high-speed, high-bandwidth transmission technology that carries data traffic in fixed-size
cells.



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Backhaul  Aggregating and transmitting traffic from remote sites to a main transmission network.

Bandwidth  The carrying capacity of a communications channel.

Bluetooth Technology that enables short-range wireless communications, for example, between a mobile phone and a wireless headset.

Broadband  A high-bandwidth fiber optic, coaxial or hybrid line with more capacity than a voice-grade phone line, which is capable of carrying numerous voice, data and video channels at once.

BPON  Broadband passive optical network, fiber-access systems that deliver high bandwidth to homes and businesses.

Carrier Ethernet A scalable, manageable carrier-class network that delivers standardized Ethernet services with quality of service and high levels of
reliability.

Data  Any network traffic other than voice phone calls. Increasingly, phone calls and video are encoded and transported as data.

Deployment Services Services such as installation, training and support.

Digital  Systems that transport information in the binary 1s and 0s format, like a computer code, to improve clarity and quality.

Digital Cross-Connect  A specialized high-speed data channel switch that connects transmission paths based on network needs (rather than call by call). Digital cross-connects manage and reroute network
traffic, and combine, consolidate and segregate signals to maximize efficiency.

DLC (Digital Loop Carrier) A system that uses digital
transmission to extend the range of a signal farther than would be possible using only copper wires.

DSLAM (Digital Subscriber Line Access Multiplexer)
A device that serves as an interface between a number of subscribers premises and the carrier network.

Dynamic Optical Networking
A self-tuning optical network with dynamic provisioning and restoration of wavelengths.

EF&I Engineering, furnishing and
installation services that are related to the deployment of products.

Ethernet  A data network standard to connect computers, printers,
workstations, terminals and servers.

Fiber Access  Fiber-optic systems that extend to homes or neighborhoods to deliver broadband services,
including voice, data and video.

Frame Relay  Switching interface standard that transmits bursts of data over wide-area networks (WANs).

FTTC, FTTN, FTTP (Fiber to the Curb, Fiber to the Node, Fiber to the Premises)  Fiber-optic cable extended directly to homes or neighborhoods
to deliver broadband communication services, including voice, data and video.

GPON Gigabit passive optical network, the next generation of
fiber-access systems, which delivers four times more bandwidth than BPON.

Internet  The worlds largest decentralized network of
computers and network servers.

IP (Internet Protocol)  Rules that enable cooperating computers to share information across a network.

Managed Access  An access and transport system that simplifies end-to-end management of mobile transport and business services.

Mobile  Wireless communications networks that use radio frequencies rather than cables.

MPLS (MultiProtocol Label Switching)  A packet-switching standard that assigns levels of priority to multiple traffic types within a data stream to assure quality of service (QoS).



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MSPP (Multiservice Provisioning Platform)  A system that consolidates the number of separate devices needed
to provide transport, switching and routing services.

Multiservice Router (MSR)  A network switch that handles both data and the real-time
transmission of video and voice with high reliability and quality.

Network  A system of equipment and connections for the transmission of
signals that carry voice, video and data.

Network Management A set of procedures, software, equipment and operations techniques designed to
keep a network operating at maximum efficiency.

OLT (Optical Line Terminal) A device that terminates a fiber-access network in a service
providers central office.

ONT (Optical Network Terminal)  A device that connects a fiber-access network to a home or business to
deliver voice, data and video services.

Optical Transport  Technology that transmits communications traffic in the form of laser light over
fiber-optic cable.

Professional Services Services such as network optimization, business case analysis and network performance enhancements.

Pseudowire  A virtual connection that transports both traditional and new services over a converged packet network.

QoS (Quality of Service)  Measurement of the integrity of traffic moving over a network. QoS is especially important for real-time transmissions such as
financial transactions, voice and video.

ROADM (Reconfigurable Optical Add/Drop Multiplexer)  A system that enables the remote configuration
of any wavelength on any network element, reducing the need to dispatch technicians.

SDH (Synchronous Digital Hierarchy)  Transport format
for transmitting high-speed digital information over fiber-optic facilities outside of North America, comparable to SONET.

SONET (Synchronous Optical
NETwork)  Transport format for sending high-speed digital signals through fiber-optics in North America, comparable to SDH.

TDM (Time
Division Multiplexing)  Technology that combines multiple streams of traffic by assigning timeslots, sequentially in turn from each input onto a combined higher speed channel.

Transport  The process of moving voice, data or video across communications networks.

Triple-Play Services
 Offering of voice, video and data from a single service provider.

VoD (Video on Demand)  A service that enables consumers to watch
a video program when they choose to.

VoIP (Voice over Internet Protocol)  The transmission of phone calls over data or Internet links.

VQE (Voice-Quality Enhancement)  A technique that improves sound quality by isolating and filtering out unwanted signals and sounds such as
echoes and background noise.

WDM (Wavelength Division Multiplexing) A way to increase the capacity of optical fiber by carrying multiple
wavelengths or colors of light, rather than only one color.

Wireless Mobile networks that use radio frequency rather than cables.

Wireline  Networks that use cables rather than radio frequency.



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WSS (Wavelength Selective Switching) A device for multiplexing/demultiplexing and switching signals on a
per-wavelength basis.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Our operating results will fluctuate, which may
cause volatility in our stock price.

Our operating results have varied significantly from quarter to quarter, and those results may continue to
fluctuate due to a variety of factors, many of which are beyond our control. These factors include, but are not limited to:



| |  |  | changing conditions in the U.S. and global economy generally as well as in the telecommunications market;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | the volume and timing of orders from and shipments to customers;
| | - |  | ----------------------------------------------------------------



| |  |  | the timing of, and our ability to obtain, new customer contracts;
| | - |  | -----------------------------------------------------------------



| |  |  | the ability to attract, retain and motivate qualified personnel;
| | - |  | ----------------------------------------------------------------



| |  |  | the ability to maintain solid and healthy customer and supplier relationships and favorable contract terms;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the timing of, and our ability to recognize revenue for, product and service sales;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the potential deferral of customer acceptance of new products compared with our existing products;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the ability to maintain adequate and effective systems to support business processes and sustain the current and future needs of the business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the market acceptance of new and enhanced versions of our products and services;
| | - |  | --------------------------------------------------------------------------------



| |  |  | variations in the mix of products and services we sell, and the demand and market acceptance of those products and services;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | our utilization of production capacity and employees, and our ability to manufacture and ship products efficiently;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | the availability and cost of key components;
| | - |  | --------------------------------------------



| |  |  | the ability to obtain reliable and high-quality components for our products;
| | - |  | ----------------------------------------------------------------------------



| |  |  | introductions or announcements of new products by competitors;
| | - |  | --------------------------------------------------------------



| |  |  | changes in accounting rules and interpretations;
| | - |  | ------------------------------------------------



| |  |  | our ability to integrate and operate acquired businesses and technologies;
| | - |  | --------------------------------------------------------------------------



| |  |  | the potential impairment of investments, goodwill and intangible assets;
| | - |  | ------------------------------------------------------------------------



| |  |  | the ability to prevail or mitigate liability in legal disputes and resulting litigation;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | seasonality, which has often caused revenue to differ from quarter to quarter; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the ability to satisfy and comply with applicable laws, rules and regulations in the various locations where we operate our business and sell our products and
services, including international locations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our recent operating results may not be a good predictor of our results in future periods.
We base our expense levels in part on expectations of future revenue. If revenue levels in a particular period are lower than expected, our operating results will be adversely affected and could result in further restructurings and asset
impairments. The failure to meet the expectations of the investment community may cause our stock price to decline, possibly substantially. A significant stock price decline could result in litigation, which could be costly, lengthy and divert
managements attention and resources from business operations.

Current economic conditions and uncertain economic outlook could adversely
affect our results of operations and financial condition.

The global economy is currently undergoing a period of unprecedented volatility, which
has affected the demand for equipment, services and supplies. A prolonged period of economic decline could have a material adverse effect on our results of operations and financial condition and exacerbate the other risk factors related to our
business. Possible effects of current and future adverse



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economic conditions on our business include: decrease in purchases or usage of our products, services and supplies by consumers and business customers if
increased unemployment leads to lower utilization of telecommunications and internet services. Our customers or channel partners may stop or decrease purchasing due to their efforts to reduce inventory and conserve cash and/or their inability to
obtain financing. We may also experience disruptions in our business due to our inability to obtain equipment, parts and supplies from our suppliers  and our suppliers from their suppliers  if marginal supply businesses fail; collection
delinquencies due to insolvency of our customers or shortage of cash to support their businesses; and decrease in our ability to hedge currency exposures due to higher hedging costs because of extreme volatility of exchange rates.

We are exposed to fluctuations in the market values of our investments and in interest rates; impairment of our investments could have a material effect on our
financial statements.

We maintain an investment portfolio of various holdings, types and maturities. These securities are generally classified as
available-for-sale and, consequently, are recorded on our Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income, net of tax. If the fair value declines,
we may recognize the decline in earnings below the cost basis when the decline is judged to be other-than-temporary. In addition, fluctuating interest rates can add significant variability to interest income. For information regarding the
sensitivity of and risks associated with the market value of investments and interest rates, refer to the section titled Quantitative and Qualitative Disclosures About Market Risk included in this report and in our 2008 Annual Report,
included herein as Exhibit 13.

The market for communications equipment products and services is rapidly changing, very competitive and can fluctuate
unpredictably from quarter to quarter.

The market for communications network equipment products and integration services is rapidly changing. Our
success will depend in part on our ability to develop and introduce new products and successfully compete with telecommunications equipment providers, particularly those who are larger than us or are in geographies that have lower cost structures.
Such competitors may be able and willing to offer lower product and service prices due to economies of scale, more favorable economic conditions or a desire to capture market share (whether profitable or not). We cannot predict with certainty
technological trends or new products in the market, something that our competitors may be able to do more accurately and rapidly. In addition, we cannot predict whether our products and services will meet with market acceptance or profitability.
These factors may lead to an inability to successfully compete, which may adversely affect our business, financial condition, operating results or prospects.

Our revenue and results of operations can fluctuate unpredictably from quarter to quarter. Our budgeted expense levels depend in part on our expectations of long-term future revenue and gross margin and substantial reductions in expense are
difficult and can take time to implement. Uncertainty or lack of visibility into customer spending, and changes in economic or market conditions, can make it difficult to prepare reliable estimates of future revenue and corresponding expense levels.
Consequently, our level of operating expense or inventory may be high relative to our revenue, which could harm our ability to achieve or maintain profitability. Additional factors that contribute to fluctuations in our revenue and operating results
include:



| |  |  | economic and market conditions affecting us and our customers;
| | - |  | --------------------------------------------------------------



| |  |  | changes in capital spending by large communications service providers;
| | - |  | ----------------------------------------------------------------------



| |  |  | the timing and size of orders, including our ability to recognize revenue under customer contracts; and
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | variations in the mix between higher and lower margin products and services and the level of pricing pressure we encounter.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------

Many factors affecting results of operations are beyond our control, particularly in the case of large service provider orders and multi-vendor or multi-technology
network infrastructure builds where the achievement of certain thresholds for acceptance is subject to the readiness and performance of the customer or other providers, and changes in customer requirements or installation plans. As a consequence,
our results for a particular quarter may be difficult to predict, and our prior results are not necessarily indicative of results likely in future periods. Capital spending in the telecommunications industry is cyclical and can be curtailed or
deferred on short notice even within a quarter so we may not have visibility to the changed behavior until a quarter is almost concluded. The factors above may cause our operating results to fall below the expectations of securities analysts or
investors, which may cause our stock price to decline.



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Demand for our products may decrease if we do not anticipate and adapt to changing technology and customer
requirements.

Communications companies face evolving industry standards, changing market conditions, and frequent introductions of new or enhanced
products and services. The introduction of new products and technologies or the adoption of new industry standards can quickly make existing products or products under development obsolete or unmarketable. To grow and remain competitive, we must
adapt to these changing technologies and industry standards, enhance our existing solutions and introduce new solutions to address our customers changing demands.

In addition, new product developments often require long-term forecasting of market trends, development and implementation of new technologies and processes, and substantial capital commitment. We have invested, and
will continue to invest, substantial resources for new product development. We often must make these investments before knowing if the resulting new product will meet with market acceptance or generate revenue. We currently incur costs and expenses
in preparation for the deployment of several new products. These costs will precede revenue generation and profits from those products.

We may experience
difficulties that could delay or prevent the successful design, development, introduction or marketing of new products. These new products and product enhancements must meet the requirements of current and prospective customers and achieve
significant market acceptance.

The success of new products depends on several factors, including proper new product definition, component costs, timely
completion and introduction of products, differentiation of new products from those of our competitors, and market acceptance. We cannot assure that we will successfully identify new product opportunities, develop and bring new products to
market in a timely manner, or achieve market acceptance of our products. The products and technologies that we pursue may not have the market success we anticipate, and we may not successfully identify and invest in other advanced
technologies. If we fail to anticipate or respond on a cost-effective and timely basis to technological developments, changes in industry standards or customer requirements; if we have any significant delays in product development or
introduction; or if our products are not accepted in the marketplace to the extent we expect, our business, financial condition, operating results or prospects could be adversely affected.

Our new products will be early in their life cycles and will face challenges for market acceptance.

We made and will continue to make significant investments in new products. These new products are early in their life cycles and are subject to uncertain market demand.
They also may face obstacles in manufacturing, deployment and competitive response. Customers may not invest the additional capital required for initial system deployment. Additionally, as customers complete infrastructure deployments, they may
require greater levels of service, support and financing than we provided in the past. We cannot ensure that we can provide products, services, support and financing to effectively compete for these market opportunities. We may also be delayed in
recognizing revenue related to our new products and related services and may be required to recognize costs and expenses for such products before we can recognize the related revenue. Such uncertainty and delay could have a material adverse effect
on our business, financial condition, operating results and prospects.

A limited number of our customers represent a large portion of our revenue.

A large portion of our revenue will likely depend on sales to a limited number of customers in specific geographic areas. Traditional
telecommunications service providers are our historical customer base and continue to represent the largest contributor to our revenue. These customers include AT&T, BT, Verizon, Telstra, Chunghwa Telecom, Qwest, T-Mobile, Sprint, and Telmex. We
cannot assure that these customers will continue to purchase products from us. If a significant existing customer merges with another company, we cannot assure that it will continue to purchase our products at prior levels or at all. The loss of one
or more large existing customers or a decrease in the level of purchases from these customers could have a material adverse effect on our business, financial condition, operating results and prospects.



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Consolidation among our largest customers may lead those combined customers to limit their communications equipment
purchases to several large vendors, rather than the current practice of purchasing from a number of different sized vendors. Since we are not among the largest communications equipment vendors, we may lose our ability to sell our products and
services to those customers. The loss of our ability to sell to one or more of our large customers could have a material adverse effect on our business, financial condition, operating results and prospects.

Due to our dependence on a large portion of our revenue from a limited number of customers, our bargaining power with respect to prices and contractual terms is often
limited. Therefore, we could be, and in some cases have been, required to grant pricing or other concessions to obtain new business or maintain existing business. Such a situation may negatively affect our operating results.

Our revenue depends on the capital spending programs and financial capabilities of our customers and ultimately on the demand for new telecommunications services
from their consumer and business customers.

Our primary customers are communications service providers. Our ability to generate revenue depends on
the capital spending patterns and financial capabilities of these customers, which in turn depend on the stage of completion of expanding network infrastructures; the availability of funding; and the extent to which our customers are affected by
regulatory, economic, and business conditions in the geographic areas where they operate. Additionally, our larger customers typically have long implementation cycles; and often require acceptance provisions, which can lead to revenue
deferrals. The telecommunications industry recently was affected by financial problems and reduced capital spending by carriers. These conditions adversely affected our operating results in several prior fiscal years and, if these conditions
return, could have a material adverse effect on our business, operating results, and financial condition. Further, we cannot assure that network operators or other customers will pursue infrastructure upgrades that require our products and
solutions. Infrastructure improvements may be delayed or prevented by a variety of factors including cost, regulatory obstacles, mergers, lack of consumer demand for advanced telecommunications services and alternative approaches to service
delivery. Reductions in capital expenditures by companies in the telecommunications industry could seriously harm our revenue, net income and cash flows.

Our business would be adversely affected if we are unable to attract and retain key personnel.

Our success depends largely on our
ability to attract and retain highly skilled technical, managerial, sales and marketing personnel. Competition for these personnel is intense. The loss of services of any of our key personnel, the inability to retain and attract qualified
personnel in the future, or delays in hiring required personnel, particularly engineering and sales personnel, could make it difficult to meet key objectives, such as timely and effective product introductions.

We may not realize expected benefits from restructuring initiatives.

In the past, we have restructured our business and reduced our workforce in response to industry and market conditions. In light of the rapidly changing market for communications equipment, we may have to restructure in the future to
achieve certain cost savings and to strategically realign our resources. As we further restructure our business or reduce our workforce, we may be required to record additional liabilities. We cannot predict whether we will realize expected
synergies and improved operating performance as a result of any current or future restructuring and streamlining of operations. We also cannot predict whether any restructuring and streamlining of operations will adversely affect our ability to
retain key employees, which, in turn, would adversely affect our operating results. Further, in the event the market fluctuates up or down, we may not have the appropriate level of resources and personnel to appropriately react to the change.

We operate in a highly competitive industry.

Our products and services continue to face competitive pressures. Our success in competing with other communications equipment providers will depend primarily on the following:



| |  |  | the price, quality and reliability of our products;
| | - |  | ---------------------------------------------------



| |  |  | our engineering, manufacturing and marketing skills;
| | - |  | ----------------------------------------------------



| |  |  | our delivery and service capabilities;
| | - |  | --------------------------------------



| |  |  | our control of operating expenses and management of assets;
| | - |  | -----------------------------------------------------------



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| |  |  | overall financial strength and stability; and
| | - |  | ---------------------------------------------



| |  |  | our ability to integrate acquired businesses effectively.
| | - |  | ---------------------------------------------------------

We also may face more intense competition in certain markets. Pricing pressures could increase from current and future competitors and customers. Many current competitors have, and future competitors also may have, more engineering,
manufacturing, marketing, and financial and personnel resources available to them, may have better access to such resources and may be better able to attract and retain highly qualified personnel. Consolidation among communications equipment
providers as well as entrants into the communications equipment market also may affect competition. As a result, other providers may respond more quickly to new or emerging technologies and changes in customer requirements and be able to offer a
wider range of products and services, separately or bundled together. In addition, technological change, the increasing addition of Internet, data, video, voice and other services to networks, the possibility of regulatory changes and industry
consolidation will likely continue to cause rapid evolution in the competitive environment. The full scope and nature of these changes are difficult to predict. Increased competition, particularly from Asia-based competitors, could lead to price
cuts, reduced gross margins and loss of market share, which may adversely affect our business, operating results and financial condition.

Conditions
in international markets will affect our operations.

Sales outside of North America generated 32% of our revenue in 2008 and 26% in 2007. Due
to our international sales and our international operations and research and development organizations, we are subject to the risks of conducting business internationally. These risks include:



| |  |  | local economic and market conditions;
| | - |  | -------------------------------------



| |  |  | political and economic instability;
| | - |  | -----------------------------------



| |  |  | reliance on third parties, who may be competitors, to sell and service our products in certain applications in certain countries;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | reliance on employees and third parties in various geographies to complete product developments;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | unexpected changes in legislative or regulatory requirements;
| | - |  | -------------------------------------------------------------



| |  |  | fluctuations in currency exchange rates;
| | - |  | ----------------------------------------



| |  |  | tariffs and other barriers and restrictions, including established relationships between government-controlled carriers and local equipment vendors;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | longer payment cycles;
| | - |  | ----------------------



| |  |  | difficulties in enforcing intellectual property and contract rights;
| | - |  | --------------------------------------------------------------------



| |  |  | greater difficulty in accounts receivable collection;
| | - |  | -----------------------------------------------------



| |  |  | potentially adverse taxes, including any U.S. taxes imposed on our actual or deemed repatriation of earnings of foreign subsidiaries;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | potentially lower margins and less certainty of support for customer relationships where foreign sales are made through local distributors; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the burdens of complying with a variety of foreign laws and telecommunications standards.
| | - |  | -----------------------------------------------------------------------------------------

We also are subject to general geopolitical risks, such as political and economic instability and changes in diplomatic and trade relationships. We maintain business
operations and have sales in many international markets. Economic conditions in many of these markets represent significant risks. We cannot predict whether sales and business operations in these markets will be adversely affected by these
conditions. Instability in foreign markets, particularly in Asia, Latin America and the Middle East, could have a negative impact on our business, financial condition and operating results. In addition to the effect of international economic
instability on foreign sales, domestic sales to U.S. customers with significant foreign operations could be adversely impacted by these economic conditions, which may adversely affect our business, financial condition and operating results in the
future.

We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.

Because we conduct a portion of our business outside the United States, we face exposure to adverse movements in foreign currency exchange
rates. These exposures may change over time as business practices evolve, and they could have a material adverse impact



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on our financial results and cash flows. Additionally, we have exposures to emerging market currencies, which can have extreme currency
volatility. A weakened U.S. dollar will increase the cost of local operating expenses and procurement of raw materials to the extent that we must purchase components in foreign currencies. An increase in the value of the dollar could increase
the real cost to our customers outside the United States where we sell in U.S. dollars.

We may encounter difficulties obtaining necessary raw
materials and supplies.

Our ability to make and service our products and meet customer demands depends on our ability to obtain timely deliveries
of important raw materials and supplies within certain quality standards. The availability of these raw materials and supplies is subject to market forces beyond our control. From time to time there may not be sufficient quantities of raw materials
and supplies in the marketplace to meet the customer demand for our products. In addition, the costs to obtain these raw materials and supplies are subject to price fluctuations. Many companies use the same raw materials and supplies to produce
their products that we use to produce our products. Companies with more resources may have a competitive advantage in obtaining raw materials and supplies due to greater buying power. Reduced supply or higher prices for raw materials and supplies
may adversely affect our business, operating results and financial condition. In addition, we currently purchase certain key components from sole or limited-source vendors, and most of our component purchases are on a purchase-order basis without
guaranteed supply arrangements. If supply is disrupted, we may be unable to find an alternative source in a timely manner, at favorable prices or of acceptable quality. These circumstances may limit our ability to meet scheduled deliveries to
customers and may increase our expenses.

We depend on contract manufacturers and third-party service providers.

We have purchase agreements with contract manufacturers that require them to buy components used to manufacture our products and authorize them to buy components in
accordance with agreed-upon lead times. As customers increasingly demand shorter delivery timeframes, the difficulty of accurately forecasting component needs creates additional risk. Failure to estimate requirements accurately can lead to monetary
penalties, excess or obsolete inventory, or manufacturing disruptions. Further, since we do not, in every instance, have a contractual relationship with suppliers to our contract manufacturers, we are subject to and dependent on the terms of the
agreements between the contract manufacturer and the supplier. As a result, we have limited ability to take legal action against suppliers if a component fails or is outside of the quality standards we set. In addition, the contract
manufacturers may not allocate sufficient resources to the timely completion of our orders in accordance with our quality standards and result in significant interruptions in the supply of products to our customers.

We rely on a small number of contract manufacturers to perform the majority of our product manufacturing. The qualification of these manufacturers is an expensive
and time-consuming process, and these manufacturers build products for other companies, including our competitors. We constantly review their manufacturing capability to ensure they meet our production requirements in terms of cost, capacity and
quality. Periodically, we may decide to transfer the manufacturing of a product from one contract manufacturer to another to better meet our production needs. It is possible that we may not effectively manage this transition or the new contract
manufacturer may not perform as well as expected. As a result, we may not be able to fill orders in a timely manner, which could harm our business. These limitations and the failure to deliver products on time may adversely affect our business,
operating results and financial condition.

We rely on the use of third-party customer service providers to deliver and install products. We depend on such
third-party agents to perform key on-site services for our customers. We cannot control the availability of such resources or the quality of the services provided by such third parties. Scarcity of resources, price fluctuations, and quality or
delivery issues may adversely affect our business, operating results and financial condition.

We may be unable to sell certain inventory, which
could result in lower gross profit margins and net income.

Some customer requirements include specific configurations of our products, for which we
procure the related component parts. In many cases, we forecast and purchase components in advance. If customers do not place orders, if their requirements change, or if they cancel orders, we may be unable to cost-effectively rework these
components and/or return them to inventory as available-for-sale. Write-downs and accruals for unrealizable inventory will negatively impact our gross profit margins and net income.



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Intellectual property rights may not be adequate to protect our business.

Our future success depends in part on our intellectual property, including our proprietary technology and innovations. We have attempted to protect our intellectual
property through various mechanisms such as patents, copyrights, trademarks, contractual obligations and trade secrets. We cannot be assured, however, that the patents we obtain and other intellectual property rights that we hold will
necessarily provide us with any competitive advantage. Third parties may attempt to use our intellectual property without authorization. It is difficult to police the unauthorized use of our intellectual property, particularly in certain
foreign countries, the laws of which may not protect intellectual property rights to the same extent as the laws of the United States. Litigation may be necessary to enforce our intellectual property rights, which could be costly and
disruptive; there is no guarantee that we will obtain a successful result, no matter how much time, money and energy we spend on litigation. In addition, competitors and others may develop competitive technology independently without violating our
proprietary rights. Any inability to secure, protect or enforce proprietary rights could result in loss of any competitive advantage, loss of customer orders and decreased revenue.

We are and may be subject to additional intellectual property infringement claims that are costly and time consuming to defend. These claims could limit our ability to use some technologies.

As competition in the communications equipment industry increases and the functionality of the products in this industry converges, companies in the industry
increasingly become the target of infringement claims and other intellectual property disputes. Third parties have and may in the future assert infringement claims against us or our customers or partners in connection with our products, services or
other aspects of our business. From time to time we receive notices or claims based on third-party patents or other proprietary rights, including notices or claims that may originate from competitors. Any such third parties may choose to litigate
their claims, or we may pursue litigation to determine the scope and validity of any such proprietary rights. We may be unsuccessful in any such litigation. We may be unable to secure, on commercially reasonable terms, any licenses that we seek.
Third-party claims, whether with or without merit, potentially can result in:



| |  |  | costly litigation;
| | - |  | ------------------



| |  |  | diverting managements time, attention and resources;
| | - |  | -----------------------------------------------------



| |  |  | delaying or halting product shipments or services delivery;
| | - |  | -----------------------------------------------------------



| |  |  | requiring us to pay damages;
| | - |  | ----------------------------



| |  |  | requiring us to enter into royalty-bearing licensing arrangements or to obtain substitute technology of lower quality or higher cost; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | otherwise imposing obligations or restrictions that could adversely affect our business, financial condition and operating results.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

Product quality or performance problems could impact our business.

The development and production of new products with high technology content often involves problems with components and manufacturing methods. If significant problems in reliability, quality or network monitoring develop, including those
due to defects in product, a number of negative effects on our business could result, including:



| |  |  | costs to fix product defects;
| | - |  | -----------------------------



| |  |  | high service and warranty expenses;
| | - |  | -----------------------------------



| |  |  | payment of liquidated damages for performance failures;
| | - |  | -------------------------------------------------------



| |  |  | high inventory obsolescence expense;
| | - |  | ------------------------------------



| |  |  | high levels of product returns;
| | - |  | -------------------------------



| |  |  | delays or interruptions in product turn-up;
| | - |  | -------------------------------------------



| |  |  | delays in collecting accounts receivable;
| | - |  | -----------------------------------------



| |  |  | reduced orders from existing customers; and
| | - |  | -------------------------------------------



| |  |  | declining interest from potential customers.
| | - |  | --------------------------------------------



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We may be unable to identify or complete strategic acquisitions, investments and dispositions.

Our long-term growth strategy includes building value for the company through a variety of methods. These methods include acquisition of, investment in, or joint
ventures in, complementary businesses, products, services or technologies and potential divestitures of certain portions of our business. We cannot assure that we will be able to identify suitable third parties for these transactions. Even if
we identify suitable third parties to participate in these transactions, we cannot assure that we will be able to make them on commercially acceptable terms, if at all. If we acquire a company, it may be difficult to assimilate its businesses,
products, services, technologies and personnel into our operations. These difficulties could disrupt our ongoing business, distract our management and workforce, increase our expenses and adversely affect our operating results. In addition, we may
incur debt or be required to issue equity securities to pay for future acquisitions or investments. The issuance of any equity securities could be dilutive to our stockholders. We also may need to make further investments to support the acquired
company and may have difficulty identifying and acquiring appropriate resources. If we divest or otherwise exit certain portions of our business, we may be required to record additional expenses, for items such as workforce reduction costs, closure
of excess facilities and excess inventory write-offs. Furthermore, estimates with respect to the useful life and ultimate recoverability of our carrying basis of assets, including goodwill and purchased intangible assets, could change as a result of
such disposition.

Our reported financial results could suffer if there is an impairment of goodwill or other intangible assets.

We are required to annually test our goodwill to determine if impairment has occurred. For evaluation purposes, each segment with a goodwill balance is reviewed for
possible goodwill impairment. Goodwill impairment is reviewed annually and when impairment indicators exist, by comparing the segments net book value to fair value. If the segments fair value is greater than its book value and no other
impairment indicators exist, further impairment tests are not deemed necessary and no impairment loss is recorded. If intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair
value of the assets would be recognized. Events or circumstances could arise in the future that may create a need to record an impairment adjustment that could have a material adverse affect on our financial statements.

We are subject to numerous and changing industry regulations and standards.

Our products must comply with a significant number of communications industry technological regulations and standards, which vary between U.S. and international markets. Our products also must interoperate with
third-party products. Testing to ensure compliance with technological standards and interoperability requires significant time and money. If we fail to ensure compliance with evolving standards and regulations in a timely manner or fail to maintain
interoperability with equipment from other companies, we could experience customer contract penalties, delayed or lost customer orders, decreased revenue and reduced net income that may adversely affect our business, financial condition and
operating results. To remain competitive, and in some cases remain compliant with customer requirements, we also must comply with industry certifications such as ISO (International Organization for Standardization) and TL 9000, a quality management
system developed for the telecommunications industry.

We operate in an environment subject to changing government regulations.

The communications equipment industry is subject to government regulation in the United States and other countries. Our business depends on the continued growth of the
telecommunications industry worldwide. Federal and state agencies regulate most of our domestic customers, and foreign customers also are subject to regulation. In particular, there may be future changes in U.S. telecommunications regulations that
could slow the expansion of service providers network infrastructures and adversely affect our business, operating results and financial condition. Future changes in tariffs by regulatory agencies or application of tariff requirements to
currently untariffed services could adversely affect the sales of our products for certain classes of customers. Moreover, uncertainty regarding future legislation and government policies combined with emerging competition also may affect the demand
for our products. Competition could intensify as a result of future regulatory changes or new regulations in the markets where we operate and sell our products and services, which could adversely affect our business, operating results and financial
condition.

Our failure or the failure of our contract manufacturers to comply with applicable environmental laws and regulations worldwide could
adversely impact our business and results of operations.

The manufacture, assembly and testing of our products may require the use of hazardous
materials that are subject to a broad array of environmental, health and safety laws and regulations. Our failure or the failure of our contract manufacturers to comply with any of these applicable laws or regulations could result in:



| |  |  | regulatory penalties, fines and legal liabilities;
| | - |  | --------------------------------------------------



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| |  |  | suspension of production; or
| | - |  | ----------------------------



| |  |  | curtailment of our operations or sales.
| | - |  | ---------------------------------------

In
addition, our failure or the failure of our contract manufacturers to properly manage the use, transportation, emission, discharge, storage, recycling or disposal of hazardous materials could subject us to increased costs or future
liabilities. Existing and future environmental laws and regulations may restrict our use of certain materials to manufacture, assemble and test products. Any of these consequences could adversely impact our business and results of
operations by increasing our expenses and/or requiring us to alter our manufacturing processes.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



|ITEM 2. | PROPERTIES
|------- | ----------

Our corporate headquarters is located in Naperville,
Illinois, approximately 35 miles west of Chicago. During 2008, we operated 50 facilities globally, totaling 1.8 million square feet to support:



| |  |  | Corporate and administration: 226,000 square feet.
| | - |  | --------------------------------------------------



| |  |  | Research and development: 860,000 square feet, of which 62% was used by the Broadband segment and 38% was used by the Transport segment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operations: 316,000 square feet.
| | - |  | --------------------------------



| |  |  | Sales and services: 356,000 square feet.
| | - |  | ----------------------------------------

We own
approximately 1.0 million square feet of the total, which includes our headquarters facility and four facilities in Espoo, Finland. We lease facilities in 31 countries that total approximately 0.8 million square feet, including 12
facilities in North America; 18 facilities in Europe, Middle East and Africa; 12 facilities in the Asia Pacific region; and 3 facilities in Latin America.

Our leases included 521,000 square feet in North America; 123,000 square feet in Europe, Middle East and Africa; 84,000 square feet in Asia Pacific; and 21,000 square feet in Latin America.

We own substantially all of our equipment used in our business, other than that related to outsourced activities. We believe our facilities are in good condition and are
suitable and adequate for our current needs.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

Makor Issues & Rights, Ltd. v.
Tellabs, Inc.On June 18, 2002, a class action complaint was filed in the United States District Court of the Northern District of Illinois against Tellabs, Michael Birck (Chairman of the Board of Tellabs) and Richard Notebaert (former CEO,
President and Director of Tellabs). Thereafter, eight similar complaints were also filed in the United States District Court of the Northern District of Illinois. All nine of these actions were subsequently consolidated, and on
December 3, 2002, a consolidated amended class action complaint was filed against Tellabs, Mr. Birck, Mr. Notebaert, and certain other of our current or former officers and/or directors. The consolidated amended complaint alleged
that during the class period (December 11, 2000-June 19, 2001) the defendants violated the federal securities laws by making materially false and misleading statements, including, among other things, allegedly providing revenue forecasts that
were false and misleading, misrepresenting demand for our products, and reporting overstated revenue for the fourth quarter 2000 in our financial statements. Further, certain of the individual defendants were alleged to have violated the
federal securities laws by trading our securities while allegedly in possession of material, non-public information about us pertaining to these matters. The consolidated amended complaint seeks unspecified restitution, damages and other relief.

On January 17, 2003, Tellabs and the other named defendants filed a motion to dismiss the consolidated amended class action complaint in its
entirety. On May 19, 2003, the Court granted our motion and dismissed all counts of the consolidated amended complaint, while affording plaintiffs an opportunity to replead. On July 11, 2003, plaintiffs filed a second
consolidated amended class action complaint against Tellabs, Messrs. Birck and Notebaert, and many (although not all) of the other previously named individual defendants, realleging claims similar to those contained in the previously dismissed
consolidated amended class action complaint. We filed a second motion to dismiss on August 22, 2003, seeking the dismissal with prejudice of all claims alleged in the second consolidated amended class action complaint. On
February 19, 2004, the Court issued an order granting that motion and dismissed



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the action with prejudice. On March 18, 2004, the plaintiffs filed a Notice of Appeal to the United States Federal Court of Appeal for the Seventh
Circuit, appealing the dismissal. The appeal was fully briefed and oral argument was heard on January 21, 2005. On January 25, 2006, the Seventh Circuit issued an opinion affirming in part and reversing in part the judgment of
the district court, and remanding for further proceedings. On February 8, 2006, defendants filed with the Seventh Circuit a petition for rehearing with suggestion for rehearing en banc. On April 19, 2006, the Seventh Circuit ordered
plaintiffs to file an answer to the petition for rehearing, which was filed by the plaintiffs on May 3, 2006. On July 10, 2006, the Seventh Circuit denied the petition for rehearing with a minor modification to its opinion, and remanded
the case to the district court. On September 22, 2006, defendants filed a motion in the district court to dismiss some (but not all) of the remaining claims. On October 3, 2006, the defendants filed with the United States Supreme Court a
petition for a writ of certiorari seeking to appeal the Seventh Circuits decision. On January 5, 2007, the defendants petition was granted. The United States Supreme Court heard oral arguments on March 28, 2007. On
June 21, 2007, the United States Supreme Court vacated the Seventh Circuits judgment and remanded the case for further proceedings. On November 1, 2007, the Seventh Circuit heard oral arguments for the remanded case. On
January 17, 2008, the Seventh Circuit issued an opinion adhering to its earlier opinion reversing in part the judgment of the district court, and remanded the case to the district court for further proceedings. On February 24, 2009, the
district court granted plaintiffs motion for class certification. The case is now proceeding in the district court and discovery is ongoing. We believe that we have valid defenses to the lawsuit.

Brieger v. Tellabs, Inc. On April 5, 2006, a class action complaint was filed in the United States District Court of the Northern District of Illinois
against Tellabs, Michael Birck, Richard Notebaert and current or former Tellabs employees who, during the alleged class period of December 11, 2000, to July 1, 2003, participated on the Tellabs Investment and Administrative Committees of
the Tellabs, Inc. Profit Sharing and Savings Plan (Plan). Thereafter, two similar complaints were filed in the United States District Court of the Northern District of Illinois.

The complaints allege that during the alleged class period, the defendants allegedly breached their fiduciary duties under the Employee Retirement Income Security Act
by, among other things, continuing to offer Tellabs common stock as a Plan investment option when it was imprudent to do so and allegedly misrepresenting and failing to disclose material information necessary for Plan participants to make informed
decisions concerning the Plan. Further, certain of the defendants allegedly failed to monitor the fiduciary activities of the fiduciaries they appointed and certain of the defendants allegedly breached their duty of loyalty by trading Tellabs stock,
while taking no protective action on behalf of Plan participants. The complaints seek unspecified restitution, damages and other relief.

On June 28,
2006, the Court consolidated all three actions and on August 14, 2006, plaintiffs filed a consolidated class action complaint. On September 15, 2006, defendants filed a Motion to Dismiss, or in the Alternative, for Summary Judgment seeking
the dismissal with prejudice of all claims in the consolidated amended class action complaint. On February 13, 2007, the court denied defendants motion and on April 17, 2007, denied Tellabs motion for leave to certify an issue
for interlocutory appeal to the United States Federal Court of Appeal for the Seventh Circuit. Plaintiffs moved to certify a class, discovery was conducted to determine the propriety of class certification, and Tellabs opposed class certification.
On September 20, 2007, the court granted plaintiffs motion to certify a class. Merits discovery has been completed, and a trial is currently scheduled for April 13, 2009. We believe that we have valid defenses to the lawsuit.

QPSX Developments 5 Pty Ltd. v. Ciena Corporation et al. On October 1, 2007, Tellabs was served with a complaint filed in the United States
District Court for the Eastern District of Texas against Tellabs and several other companies in a case captioned QPSX Developments 5 Pty Ltd. v. Ciena Corporation et al., Civil Action No. 2:07-cv-118. The complaint alleges infringement of
U.S. Patent No. 5,689,499, and seeks unspecified damages including enhanced damages, as well as interest, costs, attorney fees and other remedies including injunctive relief. On November 21, 2007, Tellabs filed its answer, defenses
and counterclaims in response to the complaint. A date for jury selection for trial has been set for November 1, 2010. We believe that we have valid defenses to the lawsuit.

Fujitsu Network Communications Inc. v. Tellabs, Inc.On January 28, 2008, Fujitsu Network Communications, Inc. and Fujitsu Limited filed a complaint in the United States District Court for the Eastern
District of Texas against Tellabs in a case captioned Fujitsu Network Communications, Inc. and Fujitsu Limited v. Tellabs, Inc. and Tellabs Operations, Inc., Civil Action No. 6:08-cv-00022-LED. The complaint alleges infringement of U.S.
Patent Nos. 5,526,163, 5,521,737, 5,386,418 and 6,487,686, and seeks unspecified damages including enhanced damages, as well as attorney fees and other remedies including injunctive relief. On March 21, 2008, Tellabs filed its answer, defenses
and counterclaims in response to the complaint. A trial date has been set for May 10, 2010. We believe that we have valid defenses to the lawsuit.



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Fenner Investments, Ltd. v. 3COM Corp. et al. On February 26, 2008, Fenner Investments, Ltd.
(Fenner) instituted in the United States District Court for the Eastern District of Texas, Tyler Division, an action against a number of defendants alleging patent infringement in a case captioned Fenner Investments, Ltd. v. 3COM
Corp. et al., Civil Action No. 08-CV-00061 (the Fenner litigation). Tellabs, Inc. and Tellabs North America, Inc. (the Tellabs defendants) were subsequently added to the lawsuit. Complaints filed by Fenner
in the action assert infringement of U.S. Patent Nos. 7,145,906 (the 906 patent) and 5,842,224 (the 224 patent), and seek unspecified damages including enhanced damages, as well as interest, costs, attorney
fees and other remedies including injunctive relief. The Tellabs defendants timely filed their answers, defenses and counterclaims in the action. On September 24, 2008, Fenner served infringement contentions in this action against the
Tellabs defendants that allege infringement of each of the 906 patent and the 224 patent. A trial date has been set for October 13, 2009. We believe that we have valid defenses to the lawsuit.

Tellabs Operations, Inc. v. Fujitsu Limited and Fujitsu Network Communications Inc.On June 11, 2008, Tellabs Operations, Inc. filed a complaint in the
United States District Court for the Northern District of Illinois against Fujitsu Limited and Fujitsu Network Communications, Inc. in a case captioned Tellabs Operations, Inc. v. Fujitsu Limited and Fujitsu Network Communications, Inc. Civil Action
No. 1:08-cv-3379. The complaint alleges infringement of Tellabs Operations, Inc.s U.S. Patent No. 7,369,722, and seeks unspecified damages including enhanced damages, as well as attorney fees and other remedies including
injunctive relief. On September 5, 2008, each of Fujitsu Limited and Fujitsu Network Communications, Inc. served its answer, defenses and counterclaims in response to the complaint. Fujitsu Limited also brought counterclaims against Tellabs,
Inc. and Tellabs Operations, Inc. alleging infringement of U.S. Patent Nos. 5,533,006 and 7,227,681, seeking unspecified damages including enhanced damages, as well as attorney fees and other remedies including injunctive relief. On
September 22, 2008, Tellabs Operations, Inc. filed its answer to the counterclaims of Fujitsu Network Communications, Inc., and also filed its counterclaims and reply to counterclaims of Fujitsu Limited. On that same date, Tellabs, Inc. filed
its answer and counterclaims against Fujitsu Limited. A trial date has not yet been set in the case.

JDS Uniphase Corporation United States
International Trade Commission Action.On November 7, 2008, JDS Uniphase Corporation (JDSU) filed a Complaint in the United States International Trade Commission (ITC) against Tellabs and several other proposed respondents.
JDSUs Complaint seeks relief under Section 337 of the Tariff Act of 1930 with respect to tunable laser chips, tunable laser assemblies, and products containing such chips and assemblies, which JDSU alleges infringes U.S. Patent Nos.
6,658,035 and 6,687,278. Tellabs is alleged to incorporate into certain of its products the tunable laser devices at issue, which are sourced to Tellabs by another of the respondents. The relief JDSU seeks includes an exclusion order and a cease and
desist order with respect to those devices and products, if any, that are found to infringe. On December 5, 2008, and in response to JDSUs Complaint, the ITC instituted Investigation No. 337-TA-662 captioned Certain Tunable
Laser Chips, Assemblies and Products Containing Same. Tellabs reached a settlement agreement with JDSU that is expected to terminate the ITC Action as it relates to Tellabs.

Apart from the matters described above, we are subject to various legal proceedings, claims and litigation arising in the ordinary course of business. Based on our historical experience for these types of litigation,
we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our results of operations, financial position or cash flows.



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

None.

FORWARD-LOOKING STATEMENTS

Except for historical
information, the matters discussed or incorporated by reference into this report may include forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These statements reflect managements expectations, estimates and assumptions, based on current and available information at the time the document was prepared. These forward-looking
statements include, but are not limited to, statements regarding future events, plans, goals, objectives and expectations. The words anticipate, believe, estimate, target, expect,
predict, plan, possible, project, intend, likely, will, should, could, may, foreseeable, would and
similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause our actual performance or achievements to
be materially different from any future results, performance or achievements expressed or implied by those statements. Important factors that could cause our actual results to differ materially from those in forward-looking statements include, but
are not limited to: overall negative economic conditions generally and disruptions in credit and capital markets, including



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specific impacts of these conditions on the telecommunications industry; financial condition of telecommunications service providers, equipment vendors and
contract manufacturers, including any impact of bankruptcies; the impact of customer and vendor consolidation; new product acceptance; product demand and industry capacity; competitive products and pricing; competitive pressures from new entrants to
the telecommunications industry; initiatives to improve profitability that may have financial consequences including further restructuring charges and the ability to realize anticipated savings under such cost-reduction initiatives; exiting
businesses and product areas; impairment charges and other cost cutting initiatives and related charges and costs; manufacturing efficiencies; research and new product development; protection of and access to intellectual property, patents and
technology; ability to attract and retain highly qualified personnel; availability of components and critical manufacturing equipment and capacity; foreign economic conditions, including currency rate fluctuations; the regulatory and trade
environment; the impact of new or revised accounting rules or interpretations, including revenue recognition requirements; availability and terms of future acquisitions; divestitures and investments; uncertainties relating to synergies; charges and
expenses associated with business combinations and other transactions; and other risks and future factors that may be detailed from time to time in the Companys filings with the SEC. For a further description of such risks and future
factors, see Item 1A of this Form 10-K. Our actual future results could differ materially from those predicted in such forward-looking statements. In light of the foregoing risks, uncertainties and other factors, investors are advised
not to rely on these forward-looking statements when making investment decisions. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of
our business. We undertake no obligation to publicly update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to future results over time. The
foregoing discussion should be read in conjunction with the financial statements and related notes and managements discussion and analysis included in our 2008 Annual Report, included herein as Exhibit 13, and incorporated in this report by
reference.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Tellabs common stock is listed on the NASDAQ National Market under the symbol TLAB. As of February 20, 2009, there were approximately 7,088
stockholders of record and 395,671,256 outstanding shares. The section entitled Common Stock Market Data in our 2008 Annual Report, included herein as Exhibit 13, is incorporated herein by reference.

As detailed below, our Board of Directors has authorized a number of repurchase programs during recent years. We record repurchased shares as Treasury stock.

On February 2, 2005, our Board of Directors authorized the purchase of up to $300 million of our outstanding common stock. As of August 2, 2006,
we purchased 32.0 million shares of our common stock at a total cost of $300 million, completing this program. This includes purchases of $107.4 million (7.6 million shares) during fiscal 2006.

On January 26, 2006, our Board of Directors authorized the purchase of up to $100 million of our outstanding stock under Rule 10b5-1 of the Securities Exchange Act
of 1934, as amended. On April 27, 2006, our Board of Directors authorized the removal of the $100 million cap from this share repurchase program. We intend to continue to use cash generated by employee stock option exercises (other than those
of company officers and board members) to repurchase stock in the manner provided under this program. As of January 2, 2009, we purchased 7.3 million shares of our common stock under this program since February 2006, at a total cost of
$91.6 million, including $0.9 million (0.2 million shares) in 2008. On January 29, 2009, our Board of Directors authorized a one-year extension of this program.

On July 31, 2006, our Board of Directors authorized a repurchase program of up to $300 million of our outstanding common stock. As of February 1, 2008, we purchased 37.0 million shares of our common
stock under this program at a total cost of $300 million, completing this program. This total includes purchases of $29.9 million (4.6 million shares) in 2008.

On November 8, 2007, our Board of Directors authorized a repurchase program of up to $600 million of our outstanding common stock. As of January 2, 2009, we purchased 19.7 million shares of our common stock under this program
at a total cost of $122.9 million, leaving $477.1 million available to be purchased under this program. We may repurchase shares under the authorized open market program periodically during open trading windows when we do not possess material,
non-public information. We provide no assurance that we will continue our repurchase activity and we may change our repurchase activity in the future.



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In addition, during 2008 we purchased 0.4 million shares for $2.0 million to cover withholding taxes on shares
issued under employee stock plans. In 2007, we purchased 0.2 million shares for $2.2 million to cover withholding taxes on shares issued under employee stock plans.

Repurchases of Common Stock in 2008 under Publicly Announced Programs:



|                         |  |                               |  |                                |  |                                                                              |  |                                                                                        
|------------------------ |  | ----------------------------- |  | ------------------------------ |  | ---------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|Period of Purchases      |  | TotalNumber ofSharesPurchased |  | AveragePurchase Priceof Shares |  | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor
Programs |  | Remaining DollarValue of SharesAvailable to bePurchased Underthe Programs(In millions)1
|12/29/07 through 2/1/08  |  | 5,046,445                     |  | $6.49                          |  | 5,046,445                                                                    |  | $597.2                                                                                 
|2/2/08 through 2/29/08   |  | 16,424,792                    |  | $6.64                          |  | 16,424,792                                                                   |  | $488.5                                                                                 
|3/1/08 through 3/28/08   |  | 11,247                        |  | $6.34                          |  | 11,247                                                                       |  | $488.5                                                                                 
|3/29/08 through 5/2/08   |  | 6,823                         |  | $5.94                          |  | 6,823                                                                        |  | $488.5                                                                                 
|5/3/08 through 5/30/08   |  | 203,302                       |  | $5.53                          |  | 203,302                                                                      |  | $487.3                                                                                 
|5/31/08 through 6/27/08  |  | 3,504                         |  | $5.19                          |  | 3,504                                                                        |  | $487.3                                                                                 
|6/28/08 through 8/1/08   |  | 13,935                        |  | $4.96                          |  | 13,935                                                                       |  | $487.3                                                                                 
|8/2/08 through 8/29/08   |  | 11,569                        |  | $5.33                          |  | 11,569                                                                       |  | $487.3                                                                                 
|8/30/08 through 9/26/08  |  | 41,067                        |  | $4.73                          |  | 41,067                                                                       |  | $487.3                                                                                 
|9/27/08 through 10/31/08 |  | 4,607                         |  | $3.69                          |  | 4,607                                                                        |  | $487.3                                                                                 
|11/1/08 through 11/28/08 |  | 2,731,199                     |  | $3.77                          |  | 2,731,199                                                                    |  | $477.1                                                                                 
|11/29/08 through 1/2/09  |  | 616                           |  | $4.09                          |  | 616                                                                          |  | $477.1                                                                                 
|                         |  |                               |  |                                |  |                                                                              |  |                                                                                        
|Total                    |  | 24,499,106                    |  | $6.27                          |  | 24,499,106                                                                   |  |                                                                                        
|                         |  |                               |  |                                |  |                                                                              |  |                                                                                        



|1 | The amounts in this column represent the remaining amounts under the current $600 million program described above and do
not include amounts remaining under the $300 million program, also described above, which was completed in February 2008. The Rule10b5-1 repurchase program described above does not have a repurchase amount limit; therefore, it is not included in the
remaining value of shares.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The five years of selected financial data,
for our 2008, 2007, 2006, 2005 and 2004 fiscal years is included in the 5-Year Summary of Selected Financial Data in our 2008 Annual Report, included herein as Exhibit 13, and such five years of selected data is incorporated herein by reference.



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|------- | -------------------------------------------------------------------------------------

The Managements Discussion and Analysis of Results of Operations and Financial Condition in our 2008 Annual Report, included herein as Exhibit 13, is incorporated herein by reference.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Investments in Marketable Securities

During the normal course of business, we invest a portion of our cash and cash equivalents in
marketable securities. For a discussion of our investments in marketable securities for the fiscal years ended January 2, 2009, and December 28, 2007, see the notes to our consolidated financial statements in our 2008 Annual Report,
included herein as Exhibit 13, and incorporated herein by reference.

Financial Contracts and Market Risk

We conduct business on a global basis in U.S. and foreign currencies, so our financial results are subject to risks associated with fluctuating foreign exchange rates. To
mitigate these risks, we have a foreign currency exposure management program, which uses derivative foreign exchange contracts to address nonfunctional currency exposures that are expected to be settled in one year or less. We enter into derivative
foreign exchange contracts only to the extent necessary to meet our goal of mitigating nonfunctional foreign currency exposures. We do not enter into hedging transactions for speculative purposes. The derivative foreign exchange contracts consist of
foreign currency forward and option contracts.



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Derivative financial contracts involve elements of market and credit risk not recognized in the financial statements. The
market risk that results from these contracts relates to changes in foreign currency exchange rates, which generally are offset by changes in the value of the underlying assets or liabilities being held. Credit risk relates to the risk of
nonperformance by a counterparty to one of our derivative contracts. We do not believe there is a significant credit risk associated with our hedging activities. We monitor the counterparties credit ratings and other market data to minimize
credit risk. In addition, we also limit the aggregate contract amount entered into with any one financial institution to mitigate credit risk.

Non-designated Hedges

We use derivative contracts to manage overall foreign currency exposures that are remeasured through income. We
record these contracts on the balance sheet at fair value. Changes in the fair value of these contracts, excluding forward points, are included in earnings as part of Other expense, net. We had net losses of $2.4 million in 2008, net gains of
$2.2 million in 2007 and net gains of $9.0 million in 2006. Receivables resulting from the contracts are included in Miscellaneous receivables and other current assets,while payables from the contracts are included as part of Other
accrued liabilities. We recorded expense related to forward points in Other expense, net of $1.5 million in 2008, $1.0 million in 2007 and $1.5 million in 2006. We do not engage in hedging specific individual transactions. We held
derivatives designated as non-designated hedges at the end of the year.

Our net foreign currency exposure is diversified among a broad number of
currencies. The notional amounts reflected in the following table represent the U.S. dollar values of the agreed-upon amounts that will be delivered to a third party on the agreed-upon date:



|                                                                  |  |                               |  |                                                      |     
|----------------------------------------------------------------- |  | ----------------------------- |  | ---------------------------------------------------- | ----
|(In millions)                                                     |  | Weighted AverageContract Rate |  | Notional Value ofForward ContractsMaturing in 2009 1
|Forward contracts at January 2, 2009:                             |  |                               |  |                                                      |     
|Forward contracts to sell foreign currencies for Euro:            |  |                               |  |                                                      |     
|United States dollar                                              |  | 0.7173                        |  | $                                                    | 77.0
|Norwegian kroner                                                  |  | 0.1003                        |  |                                                      | 0.5 
|Swiss franc                                                       |  | 0.6710                        |  |                                                      | 1.1 
|                                                                  |  |                               |  |                                                      |     
|                                                                  |  |                               |  | $                                                    | 78.6
|                                                                  |  |                              
|Forward contracts to buy foreign currencies for Euro:             |  |                               |  |                                                      |     
|British pound                                                     |  | 1.0249                        |  | $                                                    | 1.0 
|Swedish kroner                                                    |  | 0.0910                        |  |                                                      | 2.2 
|                                                                  |  |                               |  |                                                      |     
|                                                                  |  |                               |  | $                                                    | 3.2 
|                                                                  |  |                              
|Forward contracts to buy foreign currencies for Australia dollar: |  |                               |  |                                                      |     
|United States dollar                                              |  | 1.4463                        |  | $                                                    | 24.3
|Euro                                                              |  | 2.0641                        |  |                                                      | 0.7 
|                                                                  |  |                               |  |                                                      |     
|                                                                  |  |                               |  | $                                                    | 25.0
|                                                                  |  |                              
|Forward contracts to sell foreign currencies for British pound:   |  |                               |  |                                                      |     
|Euro                                                              |  | 0.976                         |  | $                                                    | 15.1
|                                                                  |  |                              
|Forward contracts to buy foreign currencies for Brazil real:      |  |                               |  |                                                      |     
|Euro                                                              |  | 3.341                         |  | $                                                    | 14.6
|                                                                  |  |                              
|Forward contracts to sell foreign currencies for U.S. dollar:     |  |                               |  |                                                      |     
|Mexican peso                                                      |  | 0.0717                        |  | $                                                    | 3.9 
|Euro                                                              |  | 1.4266                        |  |                                                      | 1.8 



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|                                                                   |  |                               |  |                                                     |      
|------------------------------------------------------------------ |  | ----------------------------- |  | --------------------------------------------------- | -----
|Canadian dollar                                                    |  | 0.8199                        |  |                                                     | 1.2  
|Australian dollar                                                  |  | 0.6916                        |  |                                                     | 4.3  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                               |  | $                                                   | 11.2 
|                                                                   |  |                              
|Forward contracts to buy foreign currencies for U.S. dollar:       |  |                               |  |                                                     |      
|Canadian dollar                                                    |  | 0.8199                        |  | $                                                   | 1.3  
|Singapore dollar                                                   |  | 0.6940                        |  |                                                     | 1.5  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                               |  | $                                                   | 2.8  
|                                                                   |  |                              
|Forward contracts to sell foreign currencies for Singapore dollar: |  |                               |  |                                                     |      
|United States dollar                                               |  | 1.4409                        |  | $                                                   | 1.1  
|                                                                   |  |                              
|Forward contracts to buy foreign currencies for Philippine peso:   |  |                               |  |                                                     |      
|United States dollar                                               |  | 47.92                         |  | $                                                   | 0.8  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                              
|Total contracts outstanding at January 2, 2009:                    |  |                               |  | $                                                   | 152.4
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                              
|(In millions)                                                      |  | Weighted AverageContract Rate |  | Notional Value ofForward ContractsMaturing in 20081
|Forward contracts at December 28, 2007:                            |  |                               |  |                                                     |      
|Forward contracts to sell foreign currencies for Euro:             |  |                               |  |                                                     |      
|United States dollar                                               |  | 0.6953                        |  | $                                                   | 97.8 
|British pound                                                      |  | 1.3784                        |  |                                                     | 40.8 
|Norwegian kroner                                                   |  | 0.1243                        |  |                                                     | 1.0  
|Swedish kroner                                                     |  | 0.1059                        |  |                                                     | 5.9  
|Swiss franc                                                        |  | 0.6024                        |  |                                                     | 0.8  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                               |  | $                                                   | 146.3
|                                                                   |  |                              
|Forward contracts to buy foreign currencies for Euro:              |  |                               |  |                                                     |      
|British pound                                                      |  | 1.3801                        |  | $                                                   | 45.6 
|Norwegian kroner                                                   |  | 0.1243                        |  |                                                     | 1.0  
|Swedish kroner                                                     |  | 0.1059                        |  |                                                     | 8.6  
|United States dollar                                               |  | 0.6953                        |  |                                                     | 2.4  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                               |  | $                                                   | 57.6 
|                                                                   |  |                              
|Forward contracts to sell foreign currencies for British pound:    |  |                               |  |                                                     |      
|Euro                                                               |  | 0.72546                       |  | $                                                   | 15.8 
|                                                                   |  |                              
|Forward contracts to sell foreign currencies for U.S. dollar:      |  |                               |  |                                                     |      
|Mexican peso                                                       |  | 0.0915                        |  | $                                                   | 9.0  
|Euro                                                               |  | 1.4382                        |  |                                                     | 2.1  
|Canadian dollar                                                    |  | 1.0073                        |  |                                                     | 0.6  
|Australian dollar                                                  |  | 0.8663                        |  |                                                     | 2.1  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                               |  | $                                                   | 13.8 
|                                                                   |  |                              
|Forward contracts to buy foreign currencies for U.S. dollar:       |  |                               |  |                                                     |      
|Canadian dollar                                                    |  | 1.0073                        |  | $                                                   | 1.1  
|Singapore dollar                                                   |  | 0.6885                        |  |                                                     | 1.0  
|                                                                   |  |                               |  |                                                     |      
|                                                                   |  |                               |  | $                                                   | 2.1  



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|                                                                  |  |        |  |   |      
|----------------------------------------------------------------- |  | ------ |  | - | -----
|                                                                  |  |        |  |  
|                                                                  |  |       
|Forward contracts to buy foreign currencies for Australia dollar: |  |        |  |   |      
|United States dollar                                              |  | 1.1543 |  | $ | 11.6 
|                                                                  |  |       
|Forward contracts to buy foreign currencies for Singapore dollar: |  |        |  |   |      
|United States dollar                                              |  | 1.4524 |  | $ | 1.3  
|                                                                  |  |        |  |   |      
|                                                                  |  |       
|Total contracts outstanding at December 28, 2007:                 |  |        |  | $ | 248.5
|                                                                  |  |        |  |   |      



|1 | Pursuant to our policy, we entered into the above contracts immediately prior to the respective year-ends. Accordingly,
the fair value of such contracts was nominal as of January 2, 2009, and December 28, 2007.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash Flow Hedges

We use derivative contracts designated as cash flow hedges to mitigate currency risk related to an imbalance of nonfunctional currency denominated costs and related
revenue. We conducted monthly effectiveness tests of our derivative contracts on a spot-to-spot basis, which excludes forward points. We recorded expense related to forward points in Other expense, net of $0.5 million in 2008, $0.4 million in
2007 and income of $0.4 million in 2006. Effective gains and losses from derivative contracts are recorded in Accumulated other comprehensive incomeuntil the underlying transactions are realized, at which point they are reclassified to
Total cost of revenue. Ineffectiveness of derivative contracts is recorded to Other expense, net. We did not have any ineffective derivative contracts in 2008. We recorded a nominal amount of ineffectiveness in 2007. If it becomes
probable that an anticipated transaction that is hedged will not occur, we immediately reclassify the gains or losses related to that hedge from Accumulated other comprehensive incometoOther expense, net.At January 2, 2009, we
had a net unrealized gain of $2.9 million in Accumulated other comprehensive income, which is expected to be reclassified to income within the next twelve months at the prevailing market rate. We held derivatives designated as cash flow
hedges at the end of the year.



|                                                      |  |                               |  |                                                     |     
|----------------------------------------------------- |  | ----------------------------- |  | --------------------------------------------------- | ----
|(In millions)                                         |  | Weighted AverageContract Rate |  | Notional Value ofForward ContractsMaturing in 20091
|Forward contracts at January 2, 2009:                 |  |                               |  |                                                     |     
|Forward contracts to buy foreign currencies for Euro: |  |                               |  |                                                     |     
|United States dollar                                  |  | 0.6607                        |  | $                                                   | 43.4
|                                                      |  |                              
|(In millions)                                         |  | Weighted AverageContract Rate |  | Notional Value ofForward ContractsMaturing in 20081
|Forward contracts at December 28, 2007:               |  |                               |  |                                                     |     
|Forward contracts to buy foreign currencies for Euro: |  |                               |  |                                                     |     
|United States dollar                                  |  | 0.7020                        |  | $                                                   | 66.7
|                                                      |  |                              
|Option contracts at December 28, 2007:                |  |                               |  |                                                     |     
|Option contracts to buy foreign currencies for Euro:  |  |                               |  |                                                     |     
|United States dollar                                  |  | 0.7058                        |  | $                                                   | 15.6



|1 | Pursuant to our policy, we entered into the above contracts immediately prior to the respective year-ends. Accordingly,
the fair value of such contracts was $3.4 million as of January 2, 2009, and nominal as of December 28, 2007.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net
Investment Hedges

During 2008, we began entering into foreign currency forward contracts to hedge a portion of our net investment in one of our foreign
subsidiaries to reduce economic currency risk. Changes in the fair value of these contracts due to Euro exchange rate fluctuations are recorded as foreign currency translation adjustments within Accumulated other comprehensive income. As of
January 2, 2009, we had a net unrealized gain of $7.4 million in Accumulated other comprehensive income.Forward points on the contracts are recorded in Other expense, net.In 2008, we recorded expense of $0.6 million related to
forward points in Other expense, net. We held net investment hedges for the aggregate notional contract amount of 100 million Euros at January 2, 2009.



26



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|                                                              |  |                               |  |                                                     |      
|------------------------------------------------------------- |  | ----------------------------- |  | --------------------------------------------------- | -----
|(In millions)                                                 |  | Weighted AverageContract Rate |  | Notional Value ofForward ContractsMaturing in 20091
|Forward contracts at January 2, 2009:                         |  |                               |  |                                                     |      
|Forward contracts to sell foreign currencies for U.S. dollar: |  |                               |  |                                                     |      
|Euro                                                          |  | 1.3917                        |  | $                                                   | 139.7



|1 | Pursuant to our policy, we entered into the above contracts immediately prior to the respective year-end. Accordingly,
the fair value of such contracts was nominal as of January 2, 2009.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The Consolidated
Financial Statements and Notes, Report of Independent Registered Public Accounting Firm and Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting in our 2008 Annual Report, included herein as Exhibit
13, are incorporated herein by reference.



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

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

As of the end of the period covered by
this report our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) carried out an evaluation under their supervision and with the participation of our management, of the effectiveness of our disclosure controls
and procedures and internal control over financial reporting.

Based on that evaluation, the CEO and CFO concluded that our disclosure controls and
procedures are effective and there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Managements report on internal control over financial reporting and the attestation report of Ernst and Young LLP, our independent registered public accounting
firm, on our internal control over financial reporting is set forth in our 2008 Annual Report, included herein as Exhibit 13, and is incorporated herein by reference.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The
information required is incorporated herein by reference to the sections entitled Voting InformationElection of Directors, Committees of the Board-Audit and Ethics Committee, and Section 16(a) Beneficial Ownership
Reporting Compliance in our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the fiscal year ended January 2, 2009, and the sections entitled
Officers and Corporate Responsibility in our 2008 Annual Report, included herein as Exhibit 13, and is incorporated herein by reference.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required is incorporated
herein by reference to the sections entitled Executive Compensation, Director Compensation, and Corporate Governance, in our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission not later than 120 days, after the fiscal year ended January 2, 2009.



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##### Table of Contents

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information required is incorporated herein by reference to the sections entitled Security Ownership of Management and Security Ownership of Certain Beneficial Owners in our Proxy Statement
for our 2009 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the fiscal year ended January 2, 2009. Securities authorized for issuance under equity compensation plans is
included in the notes to our 2008 Annual Report, included herein as Exhibit 13, and is incorporated herein by reference.

Equity Compensation Plan Table

The following table summarizes information as of January 2, 2009, relating to equity compensation plans of the Company pursuant to which Common
Stock is authorized for issuance:



|                                                            |  |                                                                                            |  |                                                                            |       |                                                                                                                                           |            |  
|----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------- | ---------- | -
|Plan category                                               |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants
and rights(a) |  | Weighted-averageexercise price ofoutstandingoptions, warrantsand rights(b) |       | Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a))(c) |           
|Equity compensation plans approved by security holders      |  | 28,194,936                                                                                 |  | $                                                                          | 17.91 |                                                                                                                                           | 42,590,102 | 1
|Equity compensation plans not approved by security holders2 |  | 4,656,982                                                                                  |  | $                                                                          | 12.35 |                                                                                                                                           |           |  
|                                                            |  |                                                                                            |  |                                                                            |       |                                                                                                                                           |            |  
|Total                                                       |  | 32,851,918                                                                                 |  | $                                                                          | 17.12 |                                                                                                                                           | 42,590,102 |  
|                                                            |  |                                                                                            |  |                                                                            |       |                                                                                                                                           |            |  



|1 | Includes 33,744,112 securities available under the Amended and Restated 2004 Incentive Compensation Plan and 8,845,990
securities available under the 2005 Employee Stock Purchase Plan, which has been suspended by the Company.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | All of these options were issued pursuant to option plans that were assumed in merger transactions. The Company has not
made, and will not make, any future grants or awards of equity securities under these plans.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

The information required is incorporated herein by reference to the section entitled Transactions with Related Persons, Policies and Procedures for Review and Approval of Related-Person Transactions and
Corporate Governance in our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the fiscal year ended January 2, 2009.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The information required is
incorporated herein by reference to the section entitled Independent Auditors Fees and Services in our Proxy Statement for our 2009 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later
than 120 days after the fiscal year ended January 2, 2009.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a) 1. Financial
Statements:

The following Consolidated Financial Statements of Tellabs, Inc. and Subsidiaries, included in the registrants 2008 Annual Report,
included herein as Exhibit 13, were previously incorporated by reference in Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets: January 2, 2009 and December 28, 2007

Consolidated Statements of Operations: Years ended January 2, 2009, December 28, 2007 and December 29, 2006

Consolidated Statements of Stockholders Equity: Years ended January 2, 2009, December 28, 2007 and December 29, 2006

Consolidated Statements of Cash Flows: Years ended January 2, 2009, December 28, 2007 and December 29, 2006

Notes to
Consolidated Financial Statements

2. Financial Statement Schedule:

The following Consolidated Financial Statement Schedule of Tellabs, Inc. and Subsidiaries and related Report of Independent Registered Public Accounting Firm are included herein pursuant to Item 15(d):

Schedule II. Valuation and Qualifying Accounts and Reserves

Other schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.

(b) Exhibits:



|              |  |                                                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                      
|3.1           |  | Restated Certificate of Incorporation and Amendments 14/                                                                         
|3.2           |  | Fourth Amended and Restated By-Laws dated January 29, 2009 25/                                                                   
|10.1          |  | Tellabs Operations, Inc. Deferred Compensation Plan, as amended and its related trust, as amended 3/                             
|10.2          |  | Tellabs, Inc. Deferred Income Plan 21/                                                                                           
|10.3          |  | 1986 Non-Qualified Stock Option Plan, as amended and restated 1/                                                                 
|10.4          |  | Amendment to Tellabs, Inc. 1986 Non-Qualified Stock Option Plan (As Amended and Restated June 26, 1992) 7/                       
|10.5          |  | 1987 Stock Option Plan for Non-Employee Corporate Directors, as amended and restated 1/                                          
|10.6          |  | Amendment to Tellabs, Inc. 1987 Stock Option Plan for Non-Employee Corporate Directors (As Amended and Restated June 26, 1992) 7/
|10.7          |  | 1989 Stock Option Plan, as amended and restated 1/                                                                               
|10.8          |  | Amendment to Tellabs, Inc. 1989 Stock Option Plan (As Amended and Restated June 26, 1992) 7/                                     
|10.9          |  | Employee Quality Stock Award Program 2/                                                                                          
|10.10         |  | 1991 Stock Option Plan, as amended and restated 1/                                                                               
|10.11         |  | Amendment to Tellabs, Inc. 1991 Stock Option Plan (As Amended and Restated June 26, 1992) 7/                                     
|10.12         |  | Amendment to the Coherent Communications Systems Corporation Amended and Restated 1993 Equity Compensation Plan 7/               
|10.13         |  | Amendment to the Coherent Communications Systems Corporation 1993 Equity Compensation Plan 8/                                    
|10.14         |  | 1994 Stock Option Plan 3/                                                                                                        
|10.15         |  | Amendment to the Tellabs, Inc. 1994 Stock Option Plan 7/                                                                         
|10.16         |  | Tellabs, Inc. 1998 Stock Option Plan 4/                                                                                          
|10.17         |  | Amendment to the Tellabs, Inc. 1998 Stock Option Plan 7/                                                                         
|10.18         |  | 1999 Tellabs, Inc., Stock Bonus Plan 6/                                                                                          
|10.19         |  | SALIX Technologies, Inc. 1998 Omnibus Stock Plan and Option Agreement Dated as of December 1, 1997 5/                            
|10.20         |  | Amendment to the SALIX Technologies, Inc. Omnibus Stock Plan 7/                                                                  
|10.21         |  | Tellabs, Inc. 2001 Stock Option Plan 8/                                                                                          
|10.22         |  | Form of Executive Agreement for Corporate Officers 11/                                                                           
|10.23         |  | Ocular Networks, Inc. Amended and Restated 2000 Stock Incentive Plan 9/                                                          
|10.24         |  | Tellabs Advantage Plan, as amended and restated 13/                                                                              
|10.25         |  | First Amendment to the Tellabs Advantage Plan 13/                                                                                
|10.26         |  | Second Amendment to the Tellabs Advantage Plan 13/                                                                               



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|      |  |                                                                                                                                               
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|10.27 |  | 2004 Amendment to the Tellabs Advantage Plan 15/                                                                                              
|10.28 |  | 2006 Amendment to the Tellabs Advantage Plan 19/                                                                                              
|10.29 |  | Vivace Networks, Inc. 1999 Equity Incentive Plan, as amended 18/                                                                              
|10.30 |  | Tellabs, Inc. 2004 Incentive Compensation Plan 12/                                                                                            
|10.31 |  | Forms of Stock Award Statement, Stock Award Agreement and RSU Award Statement pertaining to Tellabs, Inc. 2004 Incentive Compensation Plan 15/
|10.32 |  | Advanced Fibre Communication, Inc. 1996 Stock Incentive Plan 15/                                                                              
|10.33 |  | Form of Stock Option Agreement pertaining to the Advanced Fibre Communication, Inc. 1996 Plan 15/                                             
|10.34 |  | Form of Automatic Stock Option Agreement pertaining to the Advanced Fibre Communication, Inc. 1996 Plan 15/                                   
|10.35 |  | Form of Notice of Grant of Stock Option pertaining to the Advanced Fibre Communication, Inc. 1996 Plan 15/                                    
|10.36 |  | Form of Notice of Grant of Non-Employee Director Automatic Stock Option pertaining to the Advanced Fibre Communication, Inc. 1996 Plan 15/    
|10.37 |  | Form of Stock Issuance Agreement pertaining to the Advanced Fibre Communication, Inc. 1996 Plan 15/                                           
|10.38 |  | 2005 Tellabs, Inc. Employee Stock Purchase Plan 16/                                                                                           
|10.39 |  | Tellabs, Inc. Executive Continuity and Protection Program 16/                                                                                 
|10.40 |  | Form of Executive Performance Stock Units Statement and Award Agreement 17/                                                                   
|10.41 |  | 401(k) Plan as Amended and Restated Effective January 1, 2007 20/                                                                             
|10.42 |  | Addendum Incorporating Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) to Tellabs 401(k) Plan 20/                          
|10.43 |  | Letter Agreement with Steve McCarthy 23/                                                                                                      
|10.44 |  | Form of Executive Performance Stock Units Award Statement 23/                                                                                 
|10.45 |  | Corrected Letter Agreement with Carl DeWilde 24/                                                                                              
|10.46 |  | Tellabs, Inc. Amended and Restated 2004 Incentive Compensation Plan 22/                                                                       
|13    |  | Annual Report to Stockholders                                                                                                                 
|21    |  | Subsidiaries of Tellabs, Inc.                                                                                                                 
|23    |  | Consent of Independent Registered Public Accounting Firm                                                                                      
|31.1  |  | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                   
|31.2  |  | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                   
|32.1  |  | CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                   
|32.2  |  | CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                   

Exhibits 10.1 through 10.46 contain, among other documents, management contracts or compensatory plans or
arrangements required to be filed as an Exhibit to this Form 10-K pursuant to Item 15(b) hereof.

(c) Schedules: See Item 15(a)2 above.

1/ Incorporated by reference from Tellabs, Inc. Post-effective Amendment No. 1 on Form S-8 to Form S-4 filed on or about June 29, 1992 (File
No. 33-45788).

2/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended April 1, 1988 (File No. 0-9692).

3/ Incorporated by reference from Tellabs, Inc. Form 10-K Annual Report for the year ended December 31, 1993 (File No. 0-9692).

4/ Incorporated by reference from Tellabs, Inc. Definitive Proxy Statement filed on or about March 16, 1998 (File No. 0-9692).

5/ Incorporated by reference from Tellabs, Inc. Post-Effective Amendment No. 1 on Form S-8 to Form S-4, filed on March 13, 2000 (File No. 33-95135).

6/ Incorporated by reference from Tellabs, Inc. Form 10-K Annual Report for the year ended December 31, 1999 (File No. 0-9692).

7/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended June 30, 2000 (File No. 0-9692).

8/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended March 30, 2001 (File No. 0-9692).



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##### Table of Contents

9/ Incorporated by reference from Tellabs, Inc. Form S-8 filed on January 25, 2002 (File No. 333-81360).

10/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended March 29, 2002 (File No. 0-9692).

11/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended September 26, 2003 (File No. 0-9692).

12/ Incorporated by reference from Tellabs, Inc. Definitive Proxy Statement filed March 19, 2004 (File No. 0-9692).

13/ Incorporated by reference from Tellabs, Inc. Form 10-K Annual Report for the year ended January 2, 2004 (File No. 0-9692).

14/ Incorporated by reference from Tellabs, Inc. Form S-4 filed June 23, 2004 (File No. 333-116794).

15/ Incorporated by reference from Tellabs, Inc. Form 10-K Annual Report for the year ended December 31, 2004 (File No. 0-9692).

16/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended March 31, 2005 (File No. 0-9692).

17/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended September 29, 2006 (File No. 0-9692).

18/ Incorporated by reference from Tellabs, Inc. Form S-8 filed on July 29, 2003 (File no. 333-107457).

19/ Incorporated by reference from Tellabs, Inc. Form 10-K Annual Report for the year ended December 29, 2006 (File no. 0-9692).

20/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended September 28, 2007 (File No. 0-9692).

21/ Incorporated by reference from Tellabs, Inc Form 10-K Annual Report for the year ended December 28, 2007 (File No. 0-9692)

22/ Incorporated by reference from Tellabs, Inc. Definitive Proxy Statement filed March 19, 2008 (File No. 0-9692).

23/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended March 28, 2008 (File No. 0-9692).

24/ Incorporated by reference from Tellabs, Inc. Form 10-Q Quarterly Report for the quarter ended September 26, 2008 (File No. 0-9692).

25/ Incorporated by reference from Tellabs, Inc. Form 8-K Current Report dated February 3, 2009 (File No. 0-9692).



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##### Table of Contents

SIGNATURES

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



|              |  |                                                
|------------- |  | -----------------------------------------------
|              |  | TELLABS, INC.                                  
|              | 
|March 3, 2009 |  | /s/ Robert W. Pullen                           
|              |  | Robert W. Pullen                               
|              |  | President, Chief Executive Officer and Director
|              |  | (Principal Executive Officer)                  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                       |  |  |  |              
|------------------------------------------------------ |  |  |  | -------------
|/s/ Robert W. Pullen                                   |  |  |  | March 3, 2009
|Robert W. Pullen                                       |  |  |  |              
|President, Chief Executive Officer and Director        |  |  |  |              
|(Principal Executive Officer)                          |  |  |  |              
|                                                       |  | 
|/s/ Timothy J. Wiggins                                 |  |  |  | March 3, 2009
|Timothy J. Wiggins                                     |  |  |  |              
|Executive Vice President and Chief Financial Officer   |  |  |  |              
|(Principal Financial Officer)                          |  |  |  |              
|                                                       |  | 
|/s/ Thomas P. Minichiello                              |  |  |  | March 3, 2009
|Thomas P. Minichiello                                  |  |  |  |              
|Vice President of Finance and Chief Accounting Officer |  |  |  |              
|(Principal Accounting Officer)                         |  |  |  |              
|                                                       |  | 
|/s/ Michael J. Birck                                   |  |  |  | March 3, 2009
|Michael J. Birck                                       |  |  |  |              
|Chairman and Director                                  |  |  |  |              



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|                            |  |  |  |              
|--------------------------- |  |  |  | -------------
|                            |  | 
|/s/ Bo Hedfors              |  |  |  | March 3, 2009
|Bo Hedfors                  |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ Frank Ianna             |  |  |  | March 3, 2009
|Frank Ianna                 |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ Linda Wells Kahangi     |  |  |  | March 3, 2009
|Linda Wells Kahangi         |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ Frederick A. Krehbiel   |  |  |  | March 3, 2009
|Frederick A. Krehbiel       |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ Michael E. Lavin        |  |  |  | March 3, 2009
|Michael E. Lavin            |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ Stephanie Pace Marshall |  |  |  | March 3, 2009
|Stephanie Pace Marshall     |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ William F. Souders      |  |  |  | March 3, 2009
|William F. Souders          |  |  |  |              
|Director                    |  |  |  |              
|                            |  | 
|/s/ Jan H. Suwinski         |  |  |  | March 3, 2009
|Jan H. Suwinski             |  |  |  |              
|Director                    |  |  |  |              



33



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##### Table of Contents

TELLABS, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Three Years Ended January 2, 2009, December 28, 2007 and December 29, 2006

Accounts Receivable
Allowances



|              |  |                            |     |                                                       |   |      |                |  |   |                                |   |  |                       |      |   |  |   |    
|------------- |  | -------------------------- | --- | ----------------------------------------------------- | - | ---- | -------------- |  | - | ------------------------------ | - |  | --------------------- | ---- | - |  | - | ---
|(In millions) |  | Balance atBeginningof Year |     | Net Additions(Reductions)Charged to Costsand Expenses |   |      | Deductions (A) |  |   | CurrencyTranslationAdjustments |   |  | Balance atEnd of Year
|2008          |  | $                          | 3.0 |                                                       | $ | (1.3 | )              |  | $ |                               |   |  | $                     | (0.3 | ) |  | $ | 1.4
|              |  |                            |     |                                                       |  
|2007          |  | $                          | 3.8 |                                                       | $ | (0.9 | )              |  | $ |                               |   |  | $                     | 0.1  |   |  | $ | 3.0
|              |  |                            |     |                                                       |  
|2006          |  | $                          | 4.2 |                                                       | $ |     |                |  | $ | (0.2                           | ) |  | $                     | (0.2 | ) |  | $ | 3.8

NOTE:

(A)  Net
uncollectible accounts charged off.



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##### Table of Contents

Exhibit Index



|     |  |                                                                            
|---- |  | ---------------------------------------------------------------------------
|13   |  | Annual Report to Stockholders                                              
|21   |  | Subsidiaries of Tellabs, Inc.                                              
|23   |  | Consent of Independent Registered Public Accounting Firm                   
|31.1 |  | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2 |  | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1 |  | CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2 |  | CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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