Exhibit 99-a

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

ADC Telecommunications, Inc. desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and is
filing this cautionary statement in connection with the Reform Act. This Form 10-K and our Annual Report to Shareowners, any Form 10-Q or
Form 8-K, or any other written or oral statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and
financial performance. The words "believe," "expect," "anticipate," "intend," "estimate," "forecast," "project," "could," "may" and other similar expressions identify forward-looking statements.

We
wish to caution you that any forward-looking statements made by or on our behalf are subject to uncertainties and other factors that could cause such statements to be wrong. Some of
these uncertainties and other factors are listed under the caption "Risk Factors" below (many of which we have discussed in prior SEC filings). Though we have attempted to list comprehensively these
important factors, we wish to caution investors that other factors may prove to be important in the future in affecting our operating results. New factors emerge from time to time, and it is not
possible for us to predict all of these factors, nor can we assess the impact each factor or combination of factors may have on our business.

You
are further cautioned not to place undue reliance on forward-looking statements because they speak only of our views as of the date the statements are made. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RISK FACTORS

Demand for our products may decrease if we are unable to anticipate and adapt to rapidly changing technology.

The
communications equipment industry is characterized by rapid technological change. In our industry, we also face evolving industry standards, changing market conditions and frequent
new product and service introductions and enhancements by our competitors. The introduction of products using new technologies or the adoption of new industry standards can make our existing products
or products under development obsolete or unmarketable. In order to grow and remain competitive, we will need to adapt to these rapidly changing technologies, to enhance our existing solutions and to
introduce new solutions to address our customers' changing demands.

In
addition, new product development often requires long-term forecasting of market trends, development and implementation of new technologies and processes, and a
substantial capital commitment. We have invested, and we will continue to invest, substantial resources for the development of new products. We may experience difficulties that could delay or prevent
the successful design, development, introduction or marketing of new solutions. In addition, these new solutions and enhancements must meet the requirements of our current and prospective customers
and must achieve significant market acceptance. If we fail to anticipate or respond in a cost-effective and timely manner to technological developments, changes in industry standards or
customer requirements, or if we have any significant delays in product development or introduction, our business, operating results and financial condition could be affected materially and adversely.

Our business may be affected adversely by general economic and market conditions.

Our
business is subject to the effects of general economic conditions in the United States and globally, and, in particular, market conditions in the communications and networking
industries. During the past two fiscal years, our operating results have been affected adversely as a result of unfavorable economic conditions and reduced capital spending by our customers,
particularly in the United States. If the economic conditions in the United States and globally do not improve, or if we experience a

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worsening of the global economy, we may continue to experience material adverse impacts on our business, operating results and financial condition.

We may not realize expected benefits from our announced restructuring initiative.

We
announced an initiative to focus our business on core operations and improve our operating performance by restructuring and streamlining operations during fiscal 2001. We continued
this initiative during fiscal 2002. We cannot predict whether we will realize improved operating performance as a result of our restructuring and streamlining of operations. We also cannot predict
whether our restructuring and streamlining of operations will affect adversely our ability to retain key employees, which, in turn, would affect adversely our operating results.

The market for communications equipment products and services is rapidly changing.

In
the past, our principal product offerings have been copper-based and fiber-optic-based products designed to connect and transmit information on traditional telephony networks. With
the growth of multimedia applications and the development of enhanced Internet, data, video and voice services, our recent product offerings and research and development efforts have been and are
focused on emerging technologies and network equipment, software and integration service offerings for communications service providers. The market for communications network equipment, software and
integration services is rapidly changing. We believe our future growth will be dependent in part on our ability to develop successfully and introduce commercially new products for this market. Our
future will also depend on the growth of the communications equipment market. The growth in the market for communications equipment products and services is dependent on a number of factors. These
factors include:



We
cannot predict the growth rate of the market for communications equipment products and services. The slowdown in the general economy over the past two years, changes and consolidation
in the service provider market, and the constraints on capital availability have had a material adverse effect on many of our service provider customers, with a number of such customers going out of
business or substantially reducing their expansion plans and purchases. Also, we cannot predict technological trends or new products in this market. In addition, we cannot predict whether our products
and services will meet with market acceptance or be profitable or how their sales may be impacted by possible
consolidation of communications service provider customers. We may not be able to compete successfully, and competitive pressures may affect our business, operating results and financial condition
materially and adversely.

Our industry is highly competitive.

Competition in the communications equipment industry is intense. We believe that competition may increase substantially with the increased use of broadband
networks. We believe our success in competing with other manufacturers of communications equipment products and services will depend primarily on our engineering, manufacturing and marketing skills,
the price, quality and reliability of our products, our delivery and service capabilities and our control of operating expenses. We anticipate increasing pricing pressures from current and future
competitors. Many of our foreign and domestic competitors have more extensive engineering, manufacturing, marketing, financial and personnel resources than we do. Competition may also be affected by
consolidation among communications

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equipment providers, which may increase their resources. As a result, other competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements. There
may also be consolidation among our communication service provider customers, which would result in fewer (and larger) customers for our products and those of our competitors. Some of these customers
may choose to reduce the number of equipment vendors they deal with, which could result in the loss of one or more customers.

We
cannot predict whether we will be able to compete successfully with our existing and new products and services or with current and future competitors. In addition, we believe that
technological change, the convergence of Internet, data, video and voice on a single broadband network, the possibility of regulatory changes and industry consolidation or new entrants will continue
to cause rapid evolution in the competitive environment. The full scope and nature of these changes are difficult to predict at this time. Increased competition could lead to price cuts, reduced
profit margins and loss of market share, which may seriously harm our business, operating results and financial condition.

Our operating results fluctuate significantly.

Our operating results vary significantly from quarter to quarter. These fluctuations are the result of a number of factors, including:



Our
recent operating results may not be a good predictor of our results in future periods. The economic downturn during the past two years has caused a significant change in our growth
strategy and, therefore, may not be an accurate indicator of future operating results. Our expense levels are based in part on expectations of future revenues. If revenue levels in a particular period
are lower than expected, our operating results will be affected adversely. In addition, our operating results are subject to seasonal factors. We historically have had stronger demand for our products
and services in the fourth fiscal quarter ending October 31, primarily as a result of our year-end incentives and customer budget cycles. We typically have experienced weaker demand
for our products and services in the first fiscal quarter ending January 31, primarily as a result of the number of holidays in late November, December and early January, the development of
annual capital budgets by our customers during that period, and a general industry slowdown during that period. We cannot predict if these historical seasonal trends will continue or worsen in the
future, particularly in light of the economic downturn of the past two years. For instance, due to the economic downturn in the communications equipment and services market during fiscal 2001 and
2002, this historical trend of seasonality was not evident during these two fiscal years.

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We incurred significant net losses in fiscal 2002 and 2001. If we continue to incur significant net losses, our ability to satisfy our cash requirements may be more
difficult.

We
incurred net losses of approximately $1.15 billion and $1.29 billion in fiscal 2002 and 2001, respectively. Although we believe that our current unrestricted cash on
hand and expected cash receipts from a federal income tax refund will be adequate to fund our working capital requirements, planned capital expenditures and restructuring costs, if our operating
losses continue to be significant or continue longer than expected, we may not be able to satisfy our working capital requirements from existing resources. In the current market environment there are
few alternatives available as sources of financing, and any plan to raise additional capital is likely to involve an equity-based or equity-linked financing, such as the issuance of convertible debt,
common stock or preferred stock, which would be dilutive to existing shareholders.

The regulatory environment in which we operate is changing.

The communications equipment industry is subject to regulation in the United States and other countries. Our business is dependent upon the continued growth of
the telecommunications industry in the United States and internationally. Federal and state regulatory agencies regulate most of our domestic customers. In early 1996, the U.S. Telecommunications Act
of 1996 was enacted. The Telecommunications Act lifted certain restrictions on the ability of companies, including the Regional Bell Operating Companies and other customers of ours, to compete with
one another. The Telecommunications Act also made other significant changes in the regulation of the telecommunications industry. These changes generally have increased our opportunities to provide
solutions for our customers' Internet, data, video and voice needs. However, competition in our markets could intensify as a result of future changes or new regulations in the United States or
internationally, which could affect our business, operating results and financial condition materially and adversely.

Conditions in international markets could affect our operations.

Our international sales accounted for approximately 27% of our net sales in fiscal 2002, 29% of our net sales in fiscal 2001 and 22% of our net sales in fiscal
2000. We expect international sales to increase as a percentage of net sales in the future. In addition to sales and distribution in numerous countries, we own or lease operations located in
Argentina, Australia, Belgium, Brazil, Canada, China, France, Germany, Hong Kong, Hungary, India, Ireland, Israel, Italy, Japan, Malaysia, Mexico, Puerto Rico, Russia, Singapore, South Africa, South
Korea, Spain, the United Arab Emirates, the United Kingdom and Venezuela. Due to our international sales and our international operations, we are subject to the risks of conducting business
internationally. These risks include:



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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 to us. We cannot predict whether our sales and business operations in these markets will
be affected adversely by these conditions. Instability in foreign markets, particularly in Asia and Latin America, could have a negative impact on our business, financial condition and operating
results. Potential turmoil in the Middle East also may have a negative impact on the results of our operations, especially those located in Israel. In addition to the effect of international economic
instability on foreign sales, domestic sales to U.S. customers having significant foreign operations could be impacted adversely by these economic conditions, which may affect our business, financial
condition and operating results materially and adversely.

Our intellectual property rights may not be adequate to protect our business.

Our future success depends in part upon our proprietary technology. Although we attempt to protect our proprietary technology through patents, trademarks,
copyrights and trade secrets, we cannot predict whether such protection will be adequate, or whether our competitors can develop similar technology independently without violating our proprietary
rights.

As
the competition in the communications equipment industry increases and the functionality of the products in this industry further overlap, we believe that companies in the
communications equipment industry may become increasingly subject to infringement claims. We have received and may continue to receive notices from third parties, including some of our competitors,
claiming that we are infringing third-party patents or other proprietary rights. We cannot predict whether we will prevail in any litigation over third-party claims, or whether we will be able to
license any valid and infringed patents on commercially reasonable terms. Any of these claims, whether with or without merit, could result in costly litigation, divert our management's time, attention
and resources, delay our product shipments or require us to enter into royalty or licensing agreements. A third party may not be willing to enter into a royalty or licensing agreement on acceptable
terms, if at all. If a claim of product infringement against us is successful and we fail to obtain a license or develop or license non-infringing technology, our business, financial
condition and operating results could be affected adversely.

We may be unable to successfully integrate acquired businesses.

If we determine to acquire complementary businesses, we may have difficulty assimilating 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 shareowners.

We may encounter difficulties obtaining raw materials and supplies needed to make our products.

Our
ability to produce our products is dependent upon the availability of certain raw materials and supplies. 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 because of market demand. Many companies utilize the same raw materials and supplies in the production of their
products as we use in our products. Companies with more resources than our own may have a competitive advantage in obtaining raw materials and supplies due to greater buying power. Reduced supply and
higher prices of raw materials and supplies may affect our business, operating results and financial condition adversely.

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In
addition, we have increased our reliance on the use of contract manufacturers to make our products on our behalf. We estimate that products made by contract manufacturers accounted
for approximately 33% of our net sales in fiscal 2002. If these contract manufacturers do not fulfill their obligations to us, or if we do not properly manage these relationships, our existing
customer relationships may suffer.

Our stock price is volatile.

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



In
addition, communications equipment company stocks in the past have experienced significant price and volume fluctuations that are often unrelated to the operating performance of such
companies. This market volatility may affect the market price of our common stock adversely.

We have offered and may continue to offer customer financing arrangements.

We have worked with customers and third-party financial institutions to finance projects through negotiated financing arrangements. As of October 31, 2002,
we had commitments to extend credit of approximately $58.0 million, of which approximately $20.9 million was drawn and outstanding at that time. We have recorded approximately
$12.7 million in loss reserves in the event of non-performance related to these financing arrangements. Many of our competitors engage in similar financing transactions in order to
obtain customer orders. To remain competitive, we believe that it may be necessary for us to continue to offer financing arrangements in the future. We intend under certain circumstances to sell all
or a portion of these commitments and outstanding receivables to third parties. Our ability to collect on these commitments or to reduce our risk of loss by selling these commitments and receivables
without recourse is contingent on the perceived financial health of the companies to which we extend credit. This is likely to be affected by many factors, including, among others, general conditions
in the communications equipment and services industry, general economic conditions and changes in telecommunications regulations. We may experience credit losses that could affect our business,
financial condition and operating results adversely.

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We are dependent upon key personnel.

Like all high-technology companies, our success is dependent on the efforts and abilities of our senior management and other qualified employees. Our
ability to attract, retain and motivate skilled employees and other senior management personnel is critical to our success. In addition, because we may acquire one or more businesses in the future,
our success will depend, in part, upon our ability to retain and integrate our own operations personnel with personnel from acquired entities who are necessary to the continued success or the
successful integration of the acquired businesses. Moreover, due to our recent initiative to focus our business on core operations and improve our operating
performance by restructuring and streamlining operations, we cannot assure you of our ability to attract and retain key personnel.

We do not pay cash dividends on our common stock.

We currently do not pay any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We
intend to retain future earnings, if any, to finance our operations and for general corporate purposes.

Anti-takeover provisions in our charter documents, our shareowner rights plan and Minnesota law could prevent or delay a change in control of our
company.

Provisions
of our articles of incorporation and bylaws, our shareowner rights plan (also known as a "poison pill") and Minnesota law may discourage, delay or prevent a merger or
acquisition that a shareowner may consider favorable and may limit the market price for our common stock. These provisions include the following:



Some
of these provisions may discourage a future acquisition of ADC even though our shareowners would receive an attractive value for their shares or a significant number of our
shareowners believed such a proposed transaction would be in their best interest.

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