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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2010.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _______ to _______.
 Commission File No. 0-1424
 ADC Telecommunications, Inc.
 (Exact name of registrant as specified in its charter)
 Minnesota
    
    41-0743912(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)13625 Technology DriveEden Prairie, Minnesota
    
    55344-2252(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which Registered:Common Stock, $.20 par value
    
    The NASDAQ Stock Market LLCPreferred Stock Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
 þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 PART I
    
    3Item 1. BUSINESS
    
    3Item 1A. RISK FACTORS
    
    12Item 1B. UNRESOLVED STAFF COMMENTS
    
    23Item 2. PROPERTIES
    
    23Item 3. LEGAL PROCEEDINGS
    
    24Item 4. (REMOVED AND RESERVED)
    
    25PART II
    
    25Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    25Item 6. SELECTED FINANCIAL DATA
    
    26Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    26Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    43Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    45Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    83Item 9A. CONTROLS AND PROCEDURES
    
    83Item 9B. OTHER INFORMATION
    
    84PART III
    
    84Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    84Item 11. EXECUTIVE COMPENSATION
    
    86Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    114Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    116Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    118PART IV
    
    119Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    119SIGNATURES
    
    120EXHIBIT INDEX
    
    122EX-10.8EX-10.9EX-12.1EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32
  2




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Introductory Note
 www.sec.gov
 
 PART I
 
 Item 1. BUSINESS
 General
    
    
    Connectivity solutions that provide the physical interconnections between network
components and network access points. These products connect wireline, wireless, cable,
enterprise and broadcast communication networks over fiber-optic, copper (twisted pair),
coaxial, and wireless media.
    
    Wireless solutions that help improve coverage and capacity for wireless networks. These
products improve signal quality, increase coverage and capacity into expanded geographic
areas, increase the speed and expand the delivery and capacity of networks, and help reduce
the capital and operating costs of delivering wireless services. Applications for these
products include in-building solutions, outdoor coverage solutions and mobile network
solutions.
   
    
    Global Connectivity Solutions (Connectivity)
    
    Network Solutions
    
    Professional Services
  3




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Industry and Marketplace Conditions
   
    
    First, businesses and consumers worldwide are becoming increasingly dependent on broadband,
multi-service communications networks to conduct a wide range of daily communications tasks (e.g.,
emails with large amounts of data, teleconferencing, social networking, video streaming and photo
sharing).
    
    Second, end-users of communications services increasingly expect to do business over a
single network connection at a low price. Both public networks operated by communications service
providers and private enterprise networks are evolving to provide combinations of Internet, data,
video and voice services that can be offered economically over the same high-speed network.
  i.e.
  Current Global Macro-Economic Conditions
  4




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Strategy
 Market Goals
     Business Priorities
  
    
    Business growth in fiber-based wireline and wireless communications networks, as well
as in growing markets and geographies;
    
    Operational excellence that drives low-cost industry leadership and provides our
customers with superior products and support; and
    
    High levels of customer service and focus through alignment with the next generation
network needs of our global customer base.
 Business Growth in Areas of High Strategic Importance.
  Operational Excellence and Low Cost Industry Leadership
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Improved Customer Service and Focus
   Product and Service Offering Groups
  Reportable Segment
    
    2010
    
    2009
    
    2008Connectivity
    
    
    75.3
    %
    
    
    79.5
    %
    
    
    79.8
    %Network Solutions
    
    
    9.8
    
    
    
    6.7
    
    
    
    7.6Professional Services
    
    
    14.9
    
    
    
    13.8
    
    
    
    12.6Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  Connectivity
  FTTX Products. tm
 Fiber Distribution Panels and Frame Products.
 6




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DSX and DDF Products.
 Structured Cabling Products.
 Broadcast and Entertainment Products.
 Network Solutions
  In-building Wireless Coverage/Capacity Solutions.
 Outdoor Wireless Coverage/Capacity Solutions.
 Professional Services
  Customers
  
    
    the public communications network market worldwide, which includes major telephone
companies such as Verizon, AT&T, Sprint, Telefonica, Deutsche Telecom and Bell Canada, local
telephone companies, long-distance carriers, wireless service providers, cable television
operators and broadcasters;
    
    the private and governmental markets worldwide, which include business customers and
governmental agencies that own and operate their own Internet, data, video and voice
networks for internal use; and
    
    other communications equipment vendors, which incorporate our products into their
products and systems that they in turn sell into the above markets.
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Research and Development
    
    
    fiber connectivity products for FTTX initiatives and central office applications;
    
    high-performance structured cables, jacks, plugs, jumpers, frames and panels to enable
the use of increasingly higher-performance IP network protocols within private networks; and
    
    wireless coverage and capacity solutions that enable our customers to optimize their
network coverage.
 Competition
  
    
    For Connectivity products:3M, CommScope, Corning, Panduit and Tyco Electronics.
    
    For Network Solutions products:CommScope, Mobile Access, Powerwave, and Alcatel-Lucent.
    
    For Professional Services:AFL Telecommunications, Alcatel-Lucent, Emerson, Mastec and
Telamon.
  8




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
    
    our long-term customer relationships;
    
    our brand recognition and reputation as a financially-sound, long-term supplier to our
customers;
    
    our engineering (research and development), manufacturing, sales and marketing skills;
    
    the price, quality and reliability of our products;
    
    our delivery and service capabilities; and
    
    our ability to contain costs.
 Manufacturing and Suppliers
   Intellectual Property
   Seasonality
   9




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Employees
  Executive Officers of the Registrant
  OfficerName
    
    Office
    
    Since
    
    AgeRobert E. Switz
    
    Chairman, President and Chief Executive Officer
    
    
    1994
    
    
    
    64James G. Mathews
    
    Vice President, Chief Financial Officer
    
    
    2005
    
    
    
    59Patrick D. OBrien
    
    Vice President, President, Global Connectivity Solutions Business Unit
    
    
    2002
    
    
    
    47Kimberly S. Hartwell
    
    Vice President, Global Go-To-Market
    
    
    2008
    
    
    
    48Richard B. Parran, Jr.
    
    Vice President, President, Network Solutions Business Unit
    
    
    2006
    
    
    
    54Christopher Jurasek
    
    Vice President, President, Professional Services Business Unit, ChiefInformation Officer
    
    
    2009
    
    
    
    45Steven G. Nemitz
    
    Vice President and Controller
    
    
    2007
    
    
    
    36Laura N. Owen
    
    Vice President, Chief Administrative Officer
    
    
    1999
    
    
    
    54Jeffrey D. Pflaum
    
    Vice President, General Counsel and Secretary
    
    
    1999
    
    
    
    51
 Mr. Switz
 Mr. Mathews
 Mr. OBrien
 Ms. Hartwell
 Mr. Parran
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Mr. Jurasek
 Mr. Nemitz
 Ms. Owen
 Mr. Pflaum
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Item 1A. RISK FACTORS
  Risks Related to Our Business
 If our merger transaction with Tyco Electronics Ltd. is not completed or is delayed, our share
price, business and results of operations may materially suffer.
  
    
    a loss of revenue and market position that we may not be able to regain if the
proposed transaction is not consummated;
    
    damage to our relationships with our customers, suppliers, and other business
partners;
    
    a potential obligation to pay a $38.0 million termination fee depending on the
reasons for termination of the merger transaction;
    
    significant costs related to the proposed transaction, including substantial legal,
accounting and investment banking expenses;
    
    a loss of key employees during the pendency of the merger and our relationships with
employees generally may be damaged; and
    
    a loss of business and organizational opportunities due to covenants in the merger
agreement that restrict certain actions by us prior to completion of the merger, or
other factors.
 Our industry is highly competitive and spending for communication infrastructure products has not
grown significantly in recent years. In addition, our product and services sales are subject to
significant downward pricing and volume pressure.
   Our sales and operations may continue to be impacted adversely by global economic conditions.
  
    
    There has been, and may continue to be, soft demand for the goods and services our
customers provide to their customers. In turn, this has caused, and may continue to cause,
some of our customers to spend less on the products and services we sell.
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
    
    Increased competition to complete sales among our competitors has created, and may
continue to create, pressure to sell products and services at lower prices or on less
advantageous terms than in the past.
 Our gross margins may vary over time, and our level of gross margins may not be sustainable.
  
    
    Changes in customer, geographic, or product mix, including the mix of configurations
within each product group;
    
    Introduction of new products, including products with price-performance advantages;
    
    Our ability to reduce product costs;
    
    Increases in material or labor costs;
    
    Expediting costs incurred to meet customer delivery requirements;
    
    Excess inventory and inventory carrying charges;
    
    Changes in shipment volume;
    
    Changes in component pricing;
    
    Increased price competition;
    
    Changes in distribution channels;
    
    Increased warranty cost;
    
    Liquidated damages costs relating to customer contractual terms; and
    
    Our ability to manage the impact of foreign currency exchange rate fluctuations.
 Our operating results are difficult to predict and fluctuate significantly from quarter to
quarter.
  
    
    the volume and timing of orders from and shipments to our customers;
    
    the overall level of capital expenditures by our customers;
    
    work stoppages and other developments affecting the operations of our customers;
    
    the timing of and our ability to obtain new customer contracts and the timing of revenue
recognition;
    
    the timing of new product and service announcements;
    
    the availability of products and services;
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
    
    market acceptance of new and enhanced versions of our products and services;
    
    variations in the mix of products and services we sell;
    
    fluctuations in foreign currency exchange rates;
    
    the location and utilization of our production capacity and employees;
    
    increased pricing pressure by our customers; and
    
    the availability and cost of key components of our products.
  Our profitability could be impacted negatively if one or more of our key customers
substantially reduces orders for our products and/or transitions their purchases towards lower
gross margin products.
   i.e.
 Our market is subject to rapid technological change and, to compete effectively, we must
continually introduce new products that achieve market acceptance.
    14




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Our cost reduction initiatives may not result in anticipated savings or more efficient operations
and may be disruptive to our operations.
   We are becoming increasingly dependent on specific network expansion projects undertaken by
our customers, which are subject to intense competition and result in sales volatility.
    Further consolidation among our customers may result in the loss of some customers and may reduce
revenue during the pendency of business combinations and related integration activities.
   Our Professional Services business is exposed to risks associated with a highly concentrated
customer base.
  15




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Possible consolidation among our competitors could result in a loss of sales and profitability and
negatively impact our competitive position.
  We may not successfully close strategic acquisitions and, if these acquisitions are completed, we
may have difficulty integrating the acquired businesses with our existing operations.
   If we seek to secure other financing we may not be able to obtain it on acceptable terms and, given
the current market conditions, obtaining financing on any terms may not be possible.
   
    
    reduce funds available to us for purposes such as working capital, capital expenditures,
research and development, strategic acquisitions and other general corporate purposes;
    
    restrict our ability to introduce new products or exploit new business opportunities;
    
    increase our vulnerability to economic downturns and competitive pressures in the markets
in which we operate; and
    
    place us at a competitive disadvantage.
 We may complete transactions, undertake restructuring initiatives or face other circumstances in
the future that will result in restructuring or impairment charges.
  The regulatory environment in which we and our customers operate is changing and those changes
may impact our business.
  16




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Conditions in global markets could adversely affect our operations.
  17




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
    
    local economic and market conditions;
    
    political and economic instability;
    
    unexpected changes in or impositions of legislative or regulatory requirements;
    
    compliance with the Foreign Corrupt Practices Act and various laws in countries in which
we are doing business;
    
    fluctuations in foreign currency exchange rates which can be significant;
    
    requirements to consult with or obtain the approval of works councils or other labor
organizations to complete business initiatives;
    
    tariffs and other barriers and restrictions;
    
    risk of foreign governments nationalizing our manufacturing operations;
    
    foreign governments efforts to control their local currency and economies in general,
resulting in difficulties in exchanging currency or transferring funds to and from such
countries;
    
    longer payment cycles;
    
    difficulties enforcing intellectual property and contract rights;
    
    greater difficulty in accounts receivable collection;
    
    potentially adverse taxes and export and import requirements; and
    
    the burdens of complying with a variety of non-U.S. laws and telecommunications
standards.
   We are subject to special risks relating to doing business in China and other developing nations.
  18




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Our intellectual property rights may not be adequate to protect our business.
     We are dependent upon our senior management and other critical employees.
   Compliance with internal control requirements is expensive and poses certain risks.
  19




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Product defects or the failure of our products to meet specifications could cause us to lose
customers and revenue or to incur unexpected expenses.
  
    
    delayed market acceptance of our products;
    
    delayed product shipments;
    
    unexpected expenses and diversion of resources to replace defective products or identify
and correct the source of errors;
    
    damage to our reputation and our customer relationships;
    
    delayed recognition of sales or reduced sales; and/or
    
    product liability claims or other claims for damages that may be caused by any product
defects or performance failures.
  Managing our inventory is complex and may include write-downs of excess or obsolete inventory.
  We may encounter difficulties obtaining raw materials and supplies needed to make our products,
and the prices of these materials and supplies are subject to fluctuation.
  20




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If our manufacturing operations suffer production or shipping delays or if we do not have
sufficient manufacturing capabilities, we may experience difficulty in meeting customer demands.
   If contract manufacturers that we rely on to produce a significant portion of our products or key
components of products encounter production quality, financial or other difficulties, we may
experience difficulty in meeting customer demands.
  Our ability to operate our business and report financial results is dependent on maintaining
effective information management systems.
  We are subject to risks associated with changes in commodity prices, interest rates, security
prices, and foreign currency exchange rates.
  21




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We may encounter litigation that has a material impact on our business.
   Risks Related to Our Common Stock
 Our stock price has been volatile historically and may continue to be volatile.
    Anti-takeover provisions in our charter documents, our shareholder rights agreement and Minnesota
law could prevent or delay a change in control of our company.
  
    
    advance notice requirements for shareholder proposals;
    
    authorization for our Board of Directors to issue preferred stock without shareholder
approval;
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
    
    authorization for our Board of Directors to issue preferred stock purchase rights upon a
third partys acquisition of 15% or more of our outstanding shares of common stock; and
    
    limitations on business combinations with interested shareholders.
  
 Item 1B. UNRESOLVED STAFF COMMENTS
  
 Item 2. PROPERTIES
   
    
    Shakopee, Minnesota approximately 370,000 sq. ft., owned; general purpose facility
used for engineering, manufacturing and general support of our global connectivity products;
    
    Marietta, Georgia approximately 86,000 sq. ft., leased; administration and operations
facility used for our professional services business;
    
    San Jose, California approximately 61,000 sq. ft., leased; general purpose facility
used for engineering, manufacturing and general support of our network solutions group;
    
    Juarez and Delicias, Mexico approximately 327,000 sq. ft. and 139,000 sq. ft.,
respectively, owned; manufacturing facilities; each facility used for our global
connectivity products;
    
    Berlin, Germany approximately 377,000 sq. ft., leased; general purpose facility used
for engineering, manufacturing and general support of our global connectivity products;
    
    Sidney, Nebraska approximately 376,000 sq. ft., owned; manufacturing facility used for
our global connectivity products;
    
    Brno, Czech Republic approximately 123,000 sq. ft., leased; manufacturing facility
used for our global connectivity products;
    
    Berkeley Vale, Australia approximately 99,000 sq. ft., owned; general purpose facility
for engineering, manufacturing and general support of our global connectivity products;
    
    Bangalore, India approximately 44,000 sq. ft., owned; manufacturing facility used for
our global connectivity products; and a second site in Bangalore, approximately 69,000 sq.
ft., leased; general purpose facilities for engineering, sales, finance, information
technology and other shared service support functions;
    
    Santa Teresa, New Mexico approximately 254,000 sq. ft., leased; global warehouse and
distribution center facility with approximately 60,000 sq. ft. dedicated to selected
finished product assembly operations;
    
    Shanghai, China approximately 59,000 sq. ft., leased; manufacturing site used for our
global connectivity products; and a second facility in Shanghai, approximately 37,000 sq.
ft., leased; facility for engineering, manufacturing and product management; and
 23




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
    
    Shenzhen, China approximately 149,000 sq. ft., leased; and a second facility in
Shenzhen, approximately 112,000 sq. ft., leased; both manufacturing sites used for our
global connectivity products; and an additional facility in Shenzhen, approximately 6,000
sq. ft., leased; used for engineering and operations of our network solutions group.
   
 Item 3. LEGAL PROCEEDINGS
 Legal Contingencies: In re ADC
Telecommunications, Inc. Shareholders Litigation.
   24




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Item 4. (REMOVED AND RESERVED)
 
 PART II
 
 Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  2010
    
    2009High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    8.35
    
    
    $
    5.35
    
    
    $
    7.20
    
    
    $
    4.28Second Quarter
    
    
    7.55
    
    
    
    5.18
    
    
    
    7.52
    
    
    
    2.47Third Quarter
    
    
    8.73
    
    
    
    6.90
    
    
    
    8.85
    
    
    
    6.25Fourth Quarter
    
    
    12.74
    
    
    
    7.55
    
    
    
    9.78
    
    
    
    6.90
  25




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Item 6. SELECTED FINANCIAL DATA
  FIVE-YEAR FINANCIAL SUMMARY
Years ended
 September 30,
    
    September 30,
    
    October 31,
    
    October 31,
    
    October 31,2010
    
    2009
    
    2008
    
    2007
    
    2006(In millions, except per share data)Income Statement Data from Continuing OperationsNet sales
    
    $
    1,156.6
    
    
    $
    990.2
    
    
    $
    1,442.6
    
    
    $
    1,276.7
    
    
    $
    1,231.9Gross profit
    
    
    417.9
    
    
    
    327.2
    
    
    
    481.3
    
    
    
    442.6
    
    
    
    406.3Research and development expense
    
    
    69.7
    
    
    
    60.1
    
    
    
    76.2
    
    
    
    69.6
    
    
    
    70.9Selling and administration expense
    
    
    288.3
    
    
    
    240.7
    
    
    
    323.2
    
    
    
    287.2
    
    
    
    269.6Operating income (loss)
    
    
    45.9
    
    
    
    (416.7
    )
    
    
    66.7
    
    
    
    78.0
    
    
    
    45.2Income (loss) before income taxes
    
    
    85.6
    
    
    
    (456.0
    )
    
    
    (33.9
    )
    
    
    128.3
    
    
    
    56.7Provision (benefit) for income taxes
    
    
    7.1
    
    
    
    (3.1
    )
    
    
    6.2
    
    
    
    3.3
    
    
    
    (37.7
    )Income (loss) from continuing operations (1)
    
    
    78.5
    
    
    
    (452.9
    )
    
    
    (40.1
    )
    
    
    125.0
    
    
    
    94.4Earnings (loss) per diluted share from continuing
operations (2)
    
    
    0.80
    
    
    
    (4.65
    )
    
    
    (0.34
    )
    
    
    0.95
    
    
    
    0.80Balance Sheet DataCurrent assets
    
    
    1,107.7
    
    
    
    900.8
    
    
    
    1,084.1
    
    
    
    1,008.2
    
    
    
    942.7Current liabilities
    
    
    288.7
    
    
    
    236.1
    
    
    
    277.9
    
    
    
    474.1
    
    
    
    263.9Total assets
    
    
    1,474.5
    
    
    
    1,343.6
    
    
    
    1,921.0
    
    
    
    1,764.8
    
    
    
    1,611.4Long-term notes payable
    
    
    650.8
    
    
    
    651.0
    
    
    
    650.7
    
    
    
    200.6
    
    
    
    400.0Total long-term obligations
    
    
    751.4
    
    
    
    746.6
    
    
    
    720.3
    
    
    
    273.4
    
    
    
    474.0ADC Shareowners investment
    
    
    429.6
    
    
    
    356.2
    
    
    
    914.2
    
    
    
    1,007.6
    
    
    
    873.5
 
 (1)
    
    Income (loss) from continuing operations available to ADC common shareowners was $77.2,
$(451.6), $(39.4), $123.5, and $93.3 for the fiscal years 2010, 2009, 2008, 2007, and 2006,
respectively.(2)
    
    Earnings (loss) per diluted shares from continuing operations available to ADC common
shareowners was $0.78, $(4.64), $(0.34), $1.04, and $0.79 for the fiscal years 2010, 2009,
2008, 2007, and 2006, respectively. 
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 www.sec.gov
   
    
    Our Connectivitybusiness segment designs, manufactures and sells products that generally
provide the physical interconnections between network components and access points into
networks. These products connect wireline, wireless, cable, enterprise and broadcast
communications networks over fiber-optic, copper (twisted pair), coaxial and wireless media.
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This operating segments net sales in fiscal 2010 were $870.5 million, which represented 75.3%
of our total net sales for this time period. Our acquisition of Century Man in fiscal 2008 was
integrated into this segment.
    
    Our Network Solutionsbusiness segment designs, manufactures, sells, installs and
services products that help improve the coverage and capacity of wireless networks. These
products improve signal quality, increase coverage and capacity, enhance the delivery and
capacity of networks and help reduce the capital and operating costs of delivering wireless
services. Applications for these products include in-building solutions and outdoor coverage
solutions. This operating segments net sales in fiscal 2010 were $113.3 million, which
represented 9.8% of our total net sales for this time period. Our acquisition of LGC
Wireless in fiscal 2008 was integrated into this segment.
    
    Our Professional Servicesbusiness segment provides integration services for broadband
and multi-service communication over wireline, wireless, cable and enterprise networks. Our
professional services segment helps customers plan, deploy and maintain communications
networks through delivery of internet data, video and voice services. This operating
segments net sales in fiscal 2010 were $172.8 million, which represented 14.9% of our total
net sales for this time period.
  
    
    Net Sales were approximately $1.2 Billion:Our net sales were approximately $1.2 billion
in fiscal 2010, up 16.8% compared to net sales of approximately $1.0 billion in fiscal 2009.
Net sales increased 10.6% in our Connectivity business segment, 69.6% in our Network
Solutions business segment and 26.8% in our Professional Services business segment.
    
    Gross Margins were36.1%:Gross margins increased to 36.1% for fiscal 2010 compared to
33.0% for fiscal 2009 due primarily to our cost reduction efforts and improvements in
operational efficiencies, along with the impact of higher sales volumes and improved product
mix.
    
    Operating Income of $45.9 Million:We generated operating income of $45.9 million in
fiscal 2010, compared to an operating loss of $(416.7) million in fiscal 2009. Operating
margin was 4.0% of net sales in fiscal 2010, compared to (42.1)% of net sales in fiscal
2009. The operating loss in fiscal 2009 primarily was due to impairment charges of $408.9
million related to goodwill and other long-lived assets.
    
    Income from Continuing Operations of $78.5 Million, or $0.80 per Diluted Share:We
generated income from continuing operations of $78.5 million, or $0.80 per diluted common
share, in fiscal 2010, compared to a loss from continuing operations of $452.9 million, or
$(4.65) per diluted common share, in fiscal 2009. The loss from continuing operations in
fiscal 2009 primarily was due to impairment charges of $408.9 million related to goodwill
and other long-lived assets.
    
    Operating Cash Flow from Continuing Operations of $140.8 Million:We generated operating
cash flow from continuing operations of $140.8 million in fiscal 2010, compared to $97.2
million in fiscal 2009.
    
    Cash and Cash Equivalents of $518.1 Million:As of September 30, 2010 our cash and cash
equivalents totaled $518.1 million, which represented a decrease of $17.4 million compared to
$535.5 million as of September 30, 2009. The decrease in our cash and cash equivalents was
primarily driven by the $152.5 million of cash used in investing activities, primarily for the
purchase of available-for-sale securities, offset by $136.6 million of cash generated by our
operating activities.
 27




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##### Table of Contents



Results of Operations
  PercentageIncrease (Decrease)Between Periods2010
    
    
    2009
    
    
    2008
    
    
    2010 vs. 2009
    
    
    2009 vs. 2008(In millions)Net sales
    
    $
    1,156.6
    
    
    $
    990.2
    
    
    $
    1,442.6
    
    
    
    16.8
    %
    
    
    (31.4
    )%Cost of sales
    
    
    738.7
    
    
    
    663.0
    
    
    
    961.3
    
    
    
    11.4
    
    
    
    (31.0
    )Gross profit
    
    
    417.9
    
    
    
    327.2
    
    
    
    481.3
    
    
    
    27.7
    
    
    
    (32.0
    )Gross margin
    
    
    36.1
    %
    
    
    33.0
    %
    
    
    33.4
    %Operating expenses:Research and development
    
    
    69.7
    
    
    
    60.1
    
    
    
    76.2
    
    
    
    15.9
    
    
    
    (21.1
    )Selling and administration
    
    
    288.3
    
    
    
    240.7
    
    
    
    323.2
    
    
    
    19.8
    
    
    
    (25.5
    )Impairment charges
    
    
    0.9
    
    
    
    408.9
    
    
    
    4.1
    
    
    
    
    
    
    
    Restructuring charges
    
    
    13.1
    
    
    
    34.2
    
    
    
    11.1
    
    
    
    (61.7
    )
    
    
    208.1Total operating expenses
    
    
    372.0
    
    
    
    743.9
    
    
    
    414.6
    
    
    
    (50.0
    )
    
    
    79.4Operating income (loss)
    
    
    45.9
    
    
    
    (416.7
    )
    
    
    66.7
    
    
    
    111.0
    
    
    
    (724.7
    )Operating margin
    
    
    4.0
    %
    
    
    (42.1
    )%
    
    
    4.6
    %Other income (expense), net:Interest income (expense), net
    
    
    (22.9
    )
    
    
    (17.4
    )
    
    
    2.8
    
    
    
    31.6
    
    
    
    (721.4
    )Other, net
    
    
    62.6
    
    
    
    (21.9
    )
    
    
    (103.4
    )
    
    
    385.8
    
    
    
    78.8Income (loss) before income taxes
    
    
    85.6
    
    
    
    (456.0
    )
    
    
    (33.9
    )
    
    
    118.8
    
    
    
    Provision (benefit) for income taxes
    
    
    7.1
    
    
    
    (3.1
    )
    
    
    6.2
    
    
    
    329.0
    
    
    
    (150.0
    )Income (loss) from continuing operations
    
    $
    78.5
    
    
    $
    (452.9
    )
    
    $
    (40.1
    )
    
    
    117.3
    
    
    
    
  PercentageIncrease (Decrease)Net Sales
    
    
    Between PeriodsReportable Segment
    
    2010
    
    
    2009
    
    
    2008
    
    
    2010 vs. 2009
    
    
    2009 vs. 2008(In millions)ConnectivityProduct
    
    $
    866.6
    
    
    $
    785.4
    
    
    $
    1,151.8
    
    
    
    10.3
    %
    
    
    (31.8
    )%Service
    
    
    3.9
    
    
    
    1.7
    
    
    
    
    
    
    
    129.4
    
    
    
    Total Connectivity
    
    
    870.5
    
    
    
    787.1
    
    
    
    1,151.8
    
    
    
    10.6
    
    
    
    (31.7
    )Network SolutionsProduct
    
    
    87.0
    
    
    
    52.4
    
    
    
    88.1
    
    
    
    66.0
    
    
    
    (40.5
    )Service
    
    
    26.3
    
    
    
    14.4
    
    
    
    21.1
    
    
    
    82.6
    
    
    
    (31.8
    )Total Network Solutions
    
    
    113.3
    
    
    
    66.8
    
    
    
    109.2
    
    
    
    69.6
    
    
    
    (38.8
    )Professional ServicesProduct
    
    
    44.4
    
    
    
    37.4
    
    
    
    49.1
    
    
    
    18.7
    
    
    
    (23.8
    )Service
    
    
    128.4
    
    
    
    98.9
    
    
    
    132.5
    
    
    
    29.8
    
    
    
    (25.4
    )Total Professional Services
    
    
    172.8
    
    
    
    136.3
    
    
    
    181.6
    
    
    
    26.8
    
    
    
    (24.9
    )Total Net Sales
    
    $
    1,156.6
    
    
    $
    990.2
    
    
    $
    1,442.6
    
    
    
    16.8
    %
    
    
    (31.4
    )%
 28




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##### Table of Contents



Net Sales
 Fiscal 2010 vs. Fiscal 2009
      Fiscal 2009 vs. Fiscal 2008
      Gross Profit
 Fiscal 2010 vs. Fiscal 2009
  29




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##### Table of Contents



Fiscal 2009 vs. Fiscal 2008
  Operating Expenses
 Fiscal 2010 vs. Fiscal 2009
  Research and development:
 Selling and administration:
 Restructuring charges:
  Impairments:
   30




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##### Table of Contents



Fiscal 2009 vs. Fiscal 2008
  Research and development:
 Selling and administration:
 Restructuring charges:
   Other Income (Expense), Net
  2010
    
    
    2009
    
    
    2008(In millions)Interest income on investments
    
    $
    4.5
    
    
    $
    8.4
    
    
    $
    31.0Interest expense on borrowings
    
    
    (27.4
    )
    
    
    (25.8
    )
    
    
    (28.2
    )Interest income (expense), net
    
    
    (22.9
    )
    
    
    (17.4
    )
    
    
    2.8Foreign exchange (loss)
    
    
    (4.4
    )
    
    
    (1.0
    )
    
    
    (1.8
    )Gain realized on sale of available-for-sale securities
    
    
    7.5
    
    
    
    
    
    
    
    Loss recognized on impairment of available-for-sale securities
    
    
    (3.1
    )
    
    
    (18.4
    )
    
    
    (100.6
    )Settlement of auction rate securities claims, net of $2.1 million in fees
    
    
    54.4
    
    
    
    
    
    
    
    Gain on sale of product line
    
    
    15.9
    
    
    
    
    
    
    
    Write-down of cost method investment
    
    
    (5.3
    )
    
    
    (3.0
    )
    
    
    Gain (loss) on sale of fixed assets
    
    
    (1.4
    )
    
    
    0.9
    
    
    
    (0.5
    )Other
    
    
    (1.0
    )
    
    
    (0.4
    )
    
    
    (0.5
    )Subtotal
    
    
    62.6
    
    
    
    (21.9
    )
    
    
    (103.4
    )Total other income (expense), net
    
    $
    39.7
    
    
    $
    (39.3
    )
    
    $
    (100.6
    )
 31




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##### Table of Contents



Acquisitions
 LGC Wireless
   Century Man
    32




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##### Table of Contents



Discontinued Operations
 GSM Business
  APS Germany
  APS France
  Share-Based Compensation
  Income Taxes
    33




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##### Table of Contents



Income (Loss) from Continuing Operations
   Segment Disclosures
  2010
    
    2009
    
    2008(In millions)ConnectivityOperating income
    
    $
    64.9
    
    
    $
    50.9
    
    
    $
    117.2Depreciation and amortization
    
    
    54.1
    
    
    
    57.3
    
    
    
    64.3Network SolutionsOperating loss
    
    $
    (13.9
    )
    
    $
    (28.5
    )
    
    $
    (36.1
    )Depreciation and amortization
    
    
    4.4
    
    
    
    5.4
    
    
    
    13.0Professional ServicesOperating income
    
    $
    8.9
    
    
    $
    4.0
    
    
    $
    0.8Depreciation and amortization
    
    
    3.0
    
    
    
    3.3
    
    
    
    3.5
 Fiscal 2010 vs. Fiscal 2009
  Fiscal 2009 vs. Fiscal 2008
   Liquidity and Capital Resources
 Liquidity
  34




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##### Table of Contents



September 30,
    
    
    September 30,2010
    
    
    2009(In millions)Cash and cash equivalents
    
    $
    518.1
    
    
    $
    535.5Short-term available-for-sale securitiesCorporate commercial paper, CDs and bonds
    
    
    129.2
    
    
    
    Government bonds
    
    
    49.6
    
    
    
    Total cash, cash equivalents and short-term
available-for-sale securities
    
    
    696.9
    
    
    
    535.5Long-term available-for-sale securitiesCorporate commercial paper, CDs and bonds
    
    
    21.0
    
    
    
    51.1Government bonds
    
    
    28.8
    
    
    
    Auction rate securities
    
    
    
    
    
    
    24.3Total long-term available-for-sale securities
    
    
    49.8
    
    
    
    75.4Total
    
    $
    746.7
    
    
    $
    610.9
     Operating Activities
    35




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##### Table of Contents



Investing Activities
    Financing Activities
  Outstanding Debt and Credit Facility
  September 30,
    
    
    Conversion2010
    
    
    Price(In millions)Convertible subordinated notes, six-month LIBOR plus 0.375%, due June 15, 2013
    
    $
    200.0
    
    
    $
    28.091Convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    27.00Convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    28.55Total convertible subordinated notes
    
    $
    650.0
   Credit Facility
   36




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##### Table of Contents



Share Repurchase
  Working Capital and Liquidity Outlook
   37




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess
    
    
    
    
    
    
    
    
    
    
    MoreThan
    
    
    1-3
    
    
    3-5
    
    
    ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-Term Debt Obligations(1)
    
    $
    772.6
    
    
    $
    24.9
    
    
    $
    249.8
    
    
    $
    257.1
    
    
    $
    240.8Capital Lease Obligations
    
    
    0.4
    
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    67.1
    
    
    
    15.5
    
    
    
    24.1
    
    
    
    16.7
    
    
    
    10.8Purchase Obligations(2)
    
    
    35.2
    
    
    
    35.0
    
    
    
    0.2
    
    
    
    
    
    
    
    Other Liabilities (3)
    
    
    7.0
    
    
    
    3.9
    
    
    
    1.4
    
    
    
    1.7
    
    
    
    Pension Obligations
    
    
    74.1
    
    
    
    4.2
    
    
    
    8.5
    
    
    
    8.6
    
    
    
    52.8Total
    
    $
    956.4
    
    
    $
    83.9
    
    
    $
    284.0
    
    
    $
    284.1
    
    
    $
    304.4
 
 (1)
    
    Includes interest on our $450.0 million of fixed rate debt of 3.5% and interest on our $200.0
million of variable rate debt of 4.375%.(2)
    
    Amounts represent non-cancelable commitments to purchase goods and services, including items
such as inventory and information technology support.(3)
    
    Represents uncertain income tax liabilities. Application of Critical Accounting Policies and Estimates
  Revenue Recognition:
    38




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##### Table of Contents



Revenue Recognition (Topic 605)
Multiple-Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force
 Reserves for Sales Returns, Discounts, Allowances, Rebates and Distributor Price Protection
Programs:
 Available-for-Sale Securities:
   Restructuring Accrual:
 39




---



##### Table of Contents



Inventories:
 Impairment of Goodwill and Long-Lived Assets:
    Income Taxes and Deferred Taxes:
  40




---



##### Table of Contents



Share-Based Compensation:
 Recently Adopted Accounting Pronouncements
 Business combinations and non-controlling interests
  Fair Value Measurements
    41




---



##### Table of Contents



Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
  Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entitys Own Stock
  Consolidation of Variable Interest Entities
  Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses
  Accounting for Technical Amendments to Various SEC Rules and Schedules
   Cautionary Statement Regarding Forward Looking Information
  42




---



##### Table of Contents



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    43




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##### Table of Contents



44




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##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
       
 45




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Operations
 For the Year
    
    
    
    
    
    
    
    
    
    
    For the YearEnded
    
    
    For 11 Months Ended
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    September 26,
    
    
    October 31,2010
    
    
    2009
    
    
    2008
    
    
    2008(Unauditedproforma)(In millions, except earnings per share)Net Sales:Products
    
    $
    998.0
    
    
    $
    875.2
    
    
    $
    1,160.7
    
    
    $
    1,289.0Services
    
    
    158.6
    
    
    
    115.0
    
    
    
    134.2
    
    
    
    153.6Total net sales
    
    
    1,156.6
    
    
    
    990.2
    
    
    
    1,294.9
    
    
    
    1,442.6Cost of Sales:Products
    
    
    629.0
    
    
    
    569.1
    
    
    
    730.0
    
    
    
    831.0Services
    
    
    109.7
    
    
    
    93.9
    
    
    
    116.1
    
    
    
    130.3Total cost of sales
    
    
    738.7
    
    
    
    663.0
    
    
    
    846.1
    
    
    
    961.3Gross Profit
    
    
    417.9
    
    
    
    327.2
    
    
    
    448.8
    
    
    
    481.3Operating Expenses:Research and development
    
    
    69.7
    
    
    
    60.1
    
    
    
    70.1
    
    
    
    76.2Selling and administration
    
    
    288.3
    
    
    
    240.7
    
    
    
    299.2
    
    
    
    323.2Impairment charges
    
    
    0.9
    
    
    
    408.9
    
    
    
    
    
    
    
    4.1Restructuring charges
    
    
    13.1
    
    
    
    34.2
    
    
    
    2.7
    
    
    
    11.1Total operating expenses
    
    
    372.0
    
    
    
    743.9
    
    
    
    372.0
    
    
    
    414.6Operating Income (Loss)
    
    
    45.9
    
    
    
    (416.7
    )
    
    
    76.8
    
    
    
    66.7Other Income (Expense), Net
    
    
    39.7
    
    
    
    (39.3
    )
    
    
    (74.3
    )
    
    
    (100.6
    )Income (Loss) Before Income Taxes
    
    
    85.6
    
    
    
    (456.0
    )
    
    
    2.5
    
    
    
    (33.9
    )Provision (Benefit) For Income Taxes
    
    
    7.1
    
    
    
    (3.1
    )
    
    
    10.6
    
    
    
    6.2Income (Loss) From Continuing Operations
    
    
    78.5
    
    
    
    (452.9
    )
    
    
    (8.1
    )
    
    
    (40.1
    )Discontinued Operations, Net of Tax:Income (loss) from discontinued operations
    
    
    (2.0
    )
    
    
    (17.5
    )
    
    
    (2.4
    )
    
    
    (2.5
    )Loss on sale or write-down of discontinued operations, net
    
    
    (13.2
    )
    
    
    (5.2
    )
    
    
    
    
    
    
    Total discontinued operations, net of tax
    
    
    (15.2
    )
    
    
    (22.7
    )
    
    
    (2.4
    )
    
    
    (2.5
    )Net Income (Loss)
    
    $
    63.3
    
    
    $
    (475.6
    )
    
    $
    (10.5
    )
    
    $
    (42.6
    )Net Income (Loss) Available to Non-controlling Interests
    
    
    1.3
    
    
    
    (1.3
    )
    
    
    (0.5
    )
    
    
    (0.7
    )Net Income (Loss) Available to Common Shareowners
    
    $
    62.0
    
    
    $
    (474.3
    )
    
    $
    (10.0
    )
    
    $
    (41.9
    )Comprehensive Income (Loss) Available to ADC Common
Shareowners
    
    $
    55.4
    
    
    $
    (473.6
    )
    
    $
    (14.4
    )
    
    $
    (58.7
    )Comprehensive Income (Loss) Available to Non-controlling
Interests
    
    
    1.3
    
    
    
    (1.3
    )
    
    
    (0.5
    )
    
    
    (0.7
    )Comprehensive Income (Loss)
    
    $
    56.7
    
    
    $
    (474.9
    )
    
    $
    (14.9
    )
    
    $
    (59.4
    )Weighted Average Common Shares Outstanding (Basic)
    
    
    96.9
    
    
    
    97.4
    
    
    
    117.6
    
    
    
    117.1Weighted Average Common Shares Outstanding (Diluted)
    
    
    98.5
    
    
    
    97.4
    
    
    
    117.6
    
    
    
    117.1Basic Income (Loss) Per Share:Continuing operations available to ADC common shareowners
    
    $
    0.80
    
    
    $
    (4.64
    )
    
    $
    (0.06
    )
    
    $
    (0.34
    )Discontinued operations available to ADC common
shareowners
    
    $
    (0.16
    )
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )Net income (loss) available to ADC common shareowners
    
    $
    0.64
    
    
    $
    (4.87
    )
    
    $
    (0.09
    )
    
    $
    (0.36
    )Diluted Income (Loss) Per Share:Continuing operations available to ADC common shareowners
    
    $
    0.78
    
    
    $
    (4.64
    )
    
    $
    (0.06
    )
    
    $
    (0.34
    )Discontinued operations available to ADC common
shareowners
    
    $
    (0.15
    )
    
    $
    (0.23
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )Net income (loss) available to ADC common shareowners
    
    $
    0.63
    
    
    $
    (4.87
    )
    
    $
    (0.09
    )
    
    $
    (0.36
    )
  46




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Balance Sheets
 September 30,
    
    
    September 30,2010
    
    
    2009(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    518.1
    
    
    $
    535.5Available-for-sale securities
    
    
    178.8
    
    
    
    Accounts receivable, net of reserves of $11.7 and $9.8
    
    
    219.3
    
    
    
    180.1Unbilled revenues
    
    
    33.2
    
    
    
    17.5Inventories, net of reserves of $32.1 and $41.8
    
    
    106.4
    
    
    
    124.6Prepaid and other current assets
    
    
    51.9
    
    
    
    33.3Assets of discontinued operations
    
    
    
    
    
    
    9.8Total current assets
    
    
    1,107.7
    
    
    
    900.8Property and equipment, net of accumulated depreciation of $409.8 and $410.1
    
    
    146.5
    
    
    
    162.8Restricted cash
    
    
    7.7
    
    
    
    25.0Goodwill
    
    
    6.1
    
    
    
    0.2Intangibles, net of accumulated amortization of $170.6 and $144.4
    
    
    75.8
    
    
    
    93.3Long-term available-for-sale securities
    
    
    49.8
    
    
    
    75.4Other assets
    
    
    80.9
    
    
    
    86.1Total assets
    
    $
    1,474.5
    
    
    $
    1,343.6LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term notes payable
    
    $
    0.3
    
    
    $
    0.6Accounts payable
    
    
    97.2
    
    
    
    83.0Accrued compensation and benefits
    
    
    101.6
    
    
    
    57.8Other accrued liabilities
    
    
    74.9
    
    
    
    63.8Income taxes payable
    
    
    4.7
    
    
    
    5.9Restructuring accrual
    
    
    9.5
    
    
    
    22.5Liabilities of discontinued operations
    
    
    0.5
    
    
    
    2.5Total current liabilities
    
    
    288.7
    
    
    
    236.1Pension obligations and other long-term liabilities
    
    
    100.6
    
    
    
    95.6Long-term notes payable
    
    
    650.8
    
    
    
    651.0Total liabilities
    
    
    1,040.1
    
    
    
    982.7Shareowners Investment:Preferred stock, $0.00 par value; authorized 10.0 shares; none issued or outstanding
    
    
    
    
    
    
    Common stock, $0.20 par value; authorized 342.9 shares; issued and outstanding 97.2
and 96.6 shares
    
    
    23.7
    
    
    
    23.6Paid-in capital
    
    
    1,324.3
    
    
    
    1,311.9Accumulated deficit
    
    
    (898.4
    )
    
    
    (965.9
    )Accumulated other comprehensive income (loss)
    
    
    (20.0
    )
    
    
    (13.4
    )Non-controlling interests
    
    
    4.8
    
    
    
    4.7Total shareowners investment
    
    
    434.4
    
    
    
    360.9Total liabilities and shareowners investment
    
    $
    1,474.5
    
    
    $
    1,343.6
  47




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
Consolidated Statements of Shareowners Investment
 AccumulatedOtherCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    Non-ControllingShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    Interests
    
    
    Total(In millions)Balance, October 31, 2007
    
    
    117.6
    
    
    $
    23.5
    
    
    $
    1,432.3
    
    
    $
    (450.9
    )
    
    $
    2.7
    
    
    $
    9.7
    
    
    $
    1,017.3Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41.9
    )
    
    
    
    
    
    
    (0.7
    )
    
    
    (42.6
    )Other comprehensive income, net of tax:Translation loss, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21.9
    )
    
    
    
    
    
    
    (21.9
    )Pension obligation adjustment, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.2
    
    
    
    
    
    
    
    7.2Unrealized gain on securities, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    0.5Unrealized gain on foreign currency hedge, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Net change in fair value of interest rate swap,
net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    
    
    
    
    (2.8
    )Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59.4
    )LGC options exchanged for ADC options
    
    
    
    
    
    
    
    
    
    
    3.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0Adoption of new accounting guidance related to
uncertain tax positions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    1.4Exercise of common stock options and restricted
stock releases
    
    
    0.1
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Common stock purchases
    
    
    (6.4
    )
    
    
    
    
    
    
    (56.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56.5
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    17.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.2Purchase of subsidiary shares from non-controlling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Distributions to non-controlling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.6
    )
    
    
    (0.6
    )Other
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    
    
    
    
    0.2
    
    
    
    0.2Balance, October 31, 2008
    
    
    111.3
    
    
    
    23.5
    
    
    
    1,396.3
    
    
    
    (491.5
    )
    
    
    (14.1
    )
    
    
    8.6
    
    
    
    922.8Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474.3
    )
    
    
    
    
    
    
    (1.3
    )
    
    
    (475.6
    )Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.1
    
    
    
    
    
    
    
    12.1Pension obligation adjustment, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5.0
    )
    
    
    
    
    
    
    (5.0
    )Unrealized gain on auction rate securities, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    
    
    
    
    2.3Unrealized gain on other available-for-sale
securities, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    0.5Unrealized gain on foreign currency hedge, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Net change in fair value of interest rate swap,
net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.4
    )
    
    
    
    
    
    
    (9.4
    )Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474.9
    )Exercise of common stock options and restricted
stock releases
    
    
    0.2
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )Common stock purchases
    
    
    (14.9
    )
    
    
    
    
    
    
    (94.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94.1
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    10.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.3Purchase of subsidiary shares from non-controlling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    (0.1
    )Distributions to non-controlling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    (0.2
    )Other
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (2.3
    )
    
    
    (2.4
    )Balance, September 30, 2009
    
    
    96.6
    
    
    
    23.6
    
    
    $
    1,311.9
    
    
    $
    (965.9
    )
    
    $
    (13.4
    )
    
    
    4.7
    
    
    $
    360.9Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62.0
    
    
    
    
    
    
    
    1.3
    
    
    
    63.3Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.3
    
    
    
    
    
    
    
    12.3Pension obligation adjustment, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11.8
    )
    
    
    
    
    
    
    (11.8
    )Unrealized gain on auction rate securities, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.9
    )
    
    
    
    
    
    
    (2.9
    )Unrealized gain on other available-for-sale
securities, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on foreign currency hedge, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    0.4Net change in fair value of interest rate swap,
net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.6
    )
    
    
    
    
    
    
    (4.6
    )Total comprehensive income/(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56.7Exercise of common stock options and restricted
stock releases
    
    
    0.6
    
    
    
    0.1
    
    
    
    (1.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )Common stock purchasesShare-based compensation expense
    
    
    
    
    
    
    
    
    
    
    13.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13.7Purchase of subsidiary shares from non-controlling
interests
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    (0.6
    )Distributions to non-controlling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.8
    )
    
    
    (0.8
    )Other (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.5
    
    
    
    
    
    
    
    
    
    
    
    5.5Balance, September 30, 2010
    
    
    97.2
    
    
    $
    23.7
    
    
    $
    1,324.3
    
    
    $
    (898.4
    )
    
    $
    (20.0
    )
    
    
    4.8
    
    
    $
    434.4
 
 (1)
    
    Reclassification of credit losses related to auction rate securities  48




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Cash Flows
 For the Year
    
    
    
    
    
    
    
    
    
    
    For the YearEnded
    
    
    For the 11 Months Ended
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    September 26,
    
    
    October 31,2010
    
    
    2009
    
    
    2008
    
    
    2008(Unauditedproforma)(In millions)Operating Activities:Income (loss) from continuing operations
    
    $
    78.5
    
    
    $
    (452.9
    )
    
    $
    (8.1
    )
    
    $
    (40.1
    )Adjustments to reconcile income (loss) from continuing
operations to net cash provided by operating activities
from continuing operations:Inventory write-offs
    
    
    4.6
    
    
    
    15.4
    
    
    
    9.2
    
    
    
    25.0Fixed asset impairments
    
    
    0.9
    
    
    
    1.0
    
    
    
    
    
    
    
    0.7Goodwill impairment
    
    
    
    
    
    
    366.6
    
    
    
    
    
    
    
    Intangibles impairment
    
    
    
    
    
    
    41.3
    
    
    
    
    
    
    
    3.4Write-down of available-for-sale securities
    
    
    3.1
    
    
    
    18.4
    
    
    
    74.2
    
    
    
    100.6Depreciation and amortization
    
    
    61.5
    
    
    
    66.0
    
    
    
    73.5
    
    
    
    80.8Restructuring expenses
    
    
    13.1
    
    
    
    34.2
    
    
    
    2.7
    
    
    
    11.1Provision for bad debt
    
    
    2.0
    
    
    
    2.2
    
    
    
    0.4
    
    
    
    0.5Change in warranty reserve
    
    
    (1.3
    )
    
    
    (0.1
    )
    
    
    (0.5
    )
    
    
    1.1Non-cash stock compensation
    
    
    14.7
    
    
    
    10.6
    
    
    
    15.1
    
    
    
    17.2Change in deferred income taxes
    
    
    (0.3
    )
    
    
    (5.8
    )
    
    
    2.0
    
    
    
    1.5Amortization of deferred financing costs
    
    
    2.3
    
    
    
    2.8
    
    
    
    2.2
    
    
    
    2.4Gain on sale of investments
    
    
    (7.5
    )
    
    
    
    
    
    
    
    
    
    
    Loss/(gain) on sale of property and equipment
    
    
    1.4
    
    
    
    (0.9
    )
    
    
    0.3
    
    
    
    0.5Gain on sale of RF signal management product line
    
    
    (15.9
    )
    
    
    
    
    
    
    
    
    
    
    Write-down of cost method investment
    
    
    5.3
    
    
    
    3.0
    
    
    
    
    
    
    
    Other, net
    
    
    3.6
    
    
    
    (1.5
    )
    
    
    (0.7
    )
    
    
    10.9Changes in operating assets and liabilities, net of
acquisitions and divestitures:Accounts receivable and unbilled revenues (increase)/
decrease
    
    
    (56.1
    )
    
    
    41.7
    
    
    
    14.8
    
    
    
    4.9Inventories (increase)/decrease
    
    
    13.8
    
    
    
    23.0
    
    
    
    (11.1
    )
    
    
    (6.7
    )Prepaid and other assets (increase)/decrease
    
    
    (20.6
    )
    
    
    1.1
    
    
    
    0.2
    
    
    
    (1.9
    )Accounts payable increase/(decrease)
    
    
    14.7
    
    
    
    (17.8
    )
    
    
    (25.3
    )
    
    
    (12.7
    )Accrued liabilities increase/(decrease)
    
    
    34.8
    
    
    
    (46.1
    )
    
    
    0.2
    
    
    
    (16.9
    )Pension liabilities increase/(decrease)
    
    
    (11.8
    )
    
    
    (5.0
    )
    
    
    
    
    
    
    7.2Total cash provided by operating activities from
continuing operations
    
    
    140.8
    
    
    
    97.2
    
    
    
    149.1
    
    
    
    189.5Total cash used for operating activities from
discontinued operations
    
    
    (4.2
    )
    
    
    (17.3
    )
    
    
    (18.0
    )
    
    
    (13.9
    )Total cash provided by operating activities
    
    
    136.6
    
    
    
    79.9
    
    
    
    131.1
    
    
    
    175.6Investing Activities:Acquisitions, net of cash acquired
    
    
    (4.4
    )
    
    
    (3.5
    )
    
    
    (199.4
    )
    
    
    (198.3
    )Purchase of interest in unconsolidated affiliates
    
    
    (1.0
    )
    
    
    (1.3
    )
    
    
    (5.2
    )
    
    
    (5.2
    )Divestitures, net of cash disposed
    
    
    11.7
    
    
    
    3.3
    
    
    
    
    
    
    
    Property, equipment and patent additions
    
    
    (29.4
    )
    
    
    (32.0
    )
    
    
    (37.1
    )
    
    
    (42.4
    )Proceeds from disposal of property and equipment
    
    
    1.3
    
    
    
    5.3
    
    
    
    0.3
    
    
    
    0.3Decrease/(increase) in restricted cash
    
    
    17.0
    
    
    
    (9.1
    )
    
    
    (0.7
    )
    
    
    (3.0
    )Purchase of available-for-sale securities
    
    
    (216.2
    )
    
    
    (51.4
    )
    
    
    (16.5
    )
    
    
    (4.6
    )Sale of available-for-sale securities
    
    
    68.5
    
    
    
    0.2
    
    
    
    39.7
    
    
    
    39.7Other
    
    
    
    
    
    
    0.6
    
    
    
    0.1
    
    
    
    Total cash used for investing activities from
continuing operations
    
    
    (152.5
    )
    
    
    (87.9
    )
    
    
    (218.8
    )
    
    
    (213.5
    )Total cash used for investing activities from
discontinued operations
    
    
    
    
    
    
    (2.3
    )
    
    
    (0.4
    )
    
    
    (0.4
    )Total cash used for investing activities
    
    
    (152.5
    )
    
    
    (90.2
    )
    
    
    (219.2
    )
    
    
    (213.9
    )Financing Activities:Debt issuance
    
    
    
    
    
    
    
    
    
    
    450.0
    
    
    
    451.6Payments of financing costs
    
    
    (1.6
    )
    
    
    
    
    
    
    (10.7
    )
    
    
    (10.7
    )Debt payments
    
    
    (0.7
    )
    
    
    (2.7
    )
    
    
    (218.9
    )
    
    
    (221.1
    )Common stock purchased
    
    
    
    
    
    
    (94.1
    )
    
    
    (49.5
    )
    
    
    (56.5
    )Common stock issued
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    0.5Total cash (used for)/provided by financing activities
    
    
    (2.3
    )
    
    
    (96.8
    )
    
    
    171.4
    
    
    
    163.8Effect of Exchange Rate Changes on Cash
    
    
    0.8
    
    
    
    11.2
    
    
    
    (1.6
    )
    
    
    (14.3
    )(Decrease)/increase in Cash and Cash Equivalents
    
    
    (17.4
    )
    
    
    (95.9
    )
    
    
    81.7
    
    
    
    111.2Cash and Cash Equivalents, Beginning of Period
    
    
    535.5
    
    
    
    631.4
    
    
    
    520.2
    
    
    
    520.2Cash and Cash Equivalents, End of Period
    
    $
    518.1
    
    
    $
    535.5
    
    
    $
    601.9
    
    
    $
    631.4
  49




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements
 Note 1: Summary of Significant Accounting Policies
  Business:
    
    
    Connectivity
    
    Network Solutions
    
    Professional Services
 Connectivity
 Network Solutions
 Professional Services
 Principles of Consolidation:
 50




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Discontinued Operations:
 Fiscal Year:
  Cash and Cash Equivalents:
 Restricted Cash:
 Available-for-Sale Securities:
   51




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Inventories:
 Property and Equipment:
 Investments in Cost Method Investees:
 Goodwill and Other Intangible Assets:
 Impairment of Goodwill and Long-Lived Assets:
     Research and Development Costs:
 52




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Revenue Recognition:
   Revenue Recognition (Topic 605) Multiple-Deliverable
Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force
 Reserves for Sales Returns, Discounts, Allowances, Rebates and Distributor Price Protection
Programs:
 Allowance for Uncollectible Accounts:
 Sales Taxes:
 Shipping and Handling Fees:
 Derivatives:
 53




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  Warranty:
  Charged /Balance at
    
    
    
    
    
    (Credited)Beginning
    
    
    
    
    
    to Costs and
    
    
    
    
    
    Balance atof Year
    
    Acquisitions
    
    Expenses
    
    Deductions
    
    End of Year(In millions)2010
    
    $
    6.3
    
    
    $
    
    
    
    $
    (1.3
    )
    
    $
    0.9
    
    
    $
    4.12009
    
    
    8.9
    
    
    
    (0.6
    )
    
    
    (0.1
    )
    
    
    1.9
    
    
    
    6.32008
    
    
    7.7
    
    
    
    1.9
    
    
    
    1.1
    
    
    
    1.8
    
    
    
    8.9
 Deferred Financing Costs:
 Income Taxes and Deferred Taxes:
 Foreign Currency Translation:
    Use of Estimates:
 Comprehensive Income (Loss):
 54




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Share-Based Compensation:
 Dividends:
 Off-Balance Sheet Arrangements:
 Recently Adopted Accounting Pronouncements
 Business combinations and non-controlling interests
  Fair Value Measurements
    Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
  55




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entitys Own Stock
  Consolidation of Variable Interest Entities
  Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit
Losses
  Accounting for Technical Amendments to Various SEC Rules and Schedules
   Note 2: Other Financial Statement Data
 Other Income (Expense), Net:
 2010
    
    
    2009
    
    
    2008(In millions)Interest income on investments
    
    $
    4.5
    
    
    $
    8.4
    
    
    $
    31.0Interest expense on borrowings
    
    
    (27.4
    )
    
    
    (25.8
    )
    
    
    (28.2
    )Interest income (expense), net
    
    
    (22.9
    )
    
    
    (17.4
    )
    
    
    2.8Foreign exchange (loss)
    
    
    (4.4
    )
    
    
    (1.0
    )
    
    
    (1.8
    )Gain realized on sale of
available-for-sale securities
    
    
    7.5
    
    
    
    
    
    
    
    Loss recognized on impairment of
available-for-sale securities
    
    
    (3.1
    )
    
    
    (18.4
    )
    
    
    (100.6
    )Settlement of auction rate
securities claims, net of $2.1
million in fees
    
    
    54.4
    
    
    
    
    
    
    
    Gain on sale of product line
    
    
    15.9
    
    
    
    
    
    
    
    Write-down of cost method
investment
    
    
    (5.3
    )
    
    
    (3.0
    )
    
    
    Gain (loss) on sale of fixed assets
    
    
    (1.4
    )
    
    
    0.9
    
    
    
    (0.5
    )Other
    
    
    (1.0
    )
    
    
    (0.4
    )
    
    
    (0.5
    )Subtotal
    
    
    62.6
    
    
    
    (21.9
    )
    
    
    (103.4
    )Total other income (expense), net
    
    $
    39.7
    
    
    $
    (39.3
    )
    
    $
    (100.6
    )
 56




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
      Supplemental Cash Flow Information:
 2010
    
    2009
    
    2008(In millions)Income taxes paid, net of refunds received
    
    $
    6.7
    
    
    $
    4.5
    
    
    $
    3.5Interest paid
    
    $
    27.3
    
    
    $
    29.1
    
    
    $
    26.3
 Supplemental Schedule of Investing Activities:
 2010
    
    
    2009
    
    
    2008(In millions)Acquisitions:Fair value of assets acquired
    
    $
    (4.4
    )
    
    $
    (1.8
    )
    
    $
    (279.0
    )Less: Liabilities assumed
    
    
    
    
    
    
    (1.7
    )
    
    
    71.9LGC options exchanged for ADC options
    
    
    
    
    
    
    
    
    
    
    3.0Cash acquired
    
    
    
    
    
    
    
    
    
    
    5.8Acquisitions, net of cash acquired
    
    $
    (4.4
    )
    
    $
    (3.5
    )
    
    $
    (198.3
    )Divestitures:Proceeds from divestitures
    
    $
    11.7
    
    
    $
    3.3
    
    
    $
    Cash disposed
    
    
    
    
    
    
    
    
    
    
    Divestitures, net of cash disposed
    
    $
    11.7
    
    
    $
    3.3
    
    
    $
    
 57




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Consolidated Balance Sheet Information:
 2010
    
    
    2009(In millions)Inventories:Manufactured products
    
    $
    83.9
    
    
    $
    110.6Purchased materials
    
    
    49.5
    
    
    
    49.9Work-in-process
    
    
    5.1
    
    
    
    5.9Less: Inventory reserve
    
    
    (32.1
    )
    
    
    (41.8
    )Total inventories, net
    
    $
    106.4
    
    
    $
    124.6Property and Equipment:Land and buildings
    
    $
    138.4
    
    
    $
    135.5Machinery and equipment
    
    
    378.3
    
    
    
    390.3Furniture and fixtures
    
    
    33.3
    
    
    
    38.0Less accumulated depreciation
    
    
    (409.8
    )
    
    
    (410.1
    )Total
    
    
    140.2
    
    
    
    153.7Construction-in-process
    
    
    6.3
    
    
    
    9.1Total property and equipment, net
    
    $
    146.5
    
    
    $
    162.8Other Assets:Notes receivable, net
    
    $
    0.8
    
    
    $
    0.7Deferred financing costs
    
    
    7.1
    
    
    
    8.9Deferred tax asset
    
    
    52.9
    
    
    
    54.4Investment in cost method investees
    
    
    9.0
    
    
    
    13.3Deposits
    
    
    8.6
    
    
    
    6.1Other
    
    
    2.5
    
    
    
    2.7Total other assets
    
    $
    80.9
    
    
    $
    86.1Other Accrued Liabilities:Deferred revenue
    
    $
    7.5
    
    
    $
    3.3Warranty reserve
    
    
    4.1
    
    
    
    6.3Accrued taxes (non-income)
    
    
    10.4
    
    
    
    9.5Non-trade payables
    
    
    52.9
    
    
    
    44.7Total other accrued liabilities
    
    $
    74.9
    
    
    $
    63.8
  Note 3: Acquisitions
 LGC Wireless
   Century Man
     58




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
    LGC
    
    
    Century ManDecember 3, 2007
    
    
    January 10, 2008(In millions)Current assets
    
    $
    44.9
    
    
    $
    33.1Intangible assets
    
    
    58.9
    
    
    
    13.0Goodwill
    
    
    85.4
    
    
    
    36.7Other long-term assets
    
    
    3.3
    
    
    
    0.5Total assets acquired
    
    
    192.5
    
    
    
    83.3Current liabilities
    
    
    42.9
    
    
    
    26.0Long-term liabilities
    
    
    2.5
    
    
    
    Total liabilities assumed
    
    
    45.4
    
    
    
    26.0Net assets acquired
    
    
    147.1
    
    
    
    57.3LGC options exchanged for ADC options
    
    
    3.0
    
    
    
    Less cash acquired
    
    
    0.8
    
    
    
    5.0Net cash paid
    
    $
    143.3
    
    
    $
    52.3
  2008(In millions,except per sharedata)Net sales
    
    $
    1,480.9Income (loss) from continuing operations(1)
    
    $
    (41.6
    )Net income (loss)
    
    $
    (40.0
    )Income (loss) per share from continuing operations  basic
    
    $
    (0.36
    )Income (loss) per share from continuing operations  diluted
    
    $
    (0.36
    )Net income (loss) per share  basic
    
    $
    (0.34
    )Net income (loss) per share  diluted
    
    $
    (0.34
    )
 
 (1)
    
    Includes restructuring and impairment charges of $15.2 million for the ADC stand-alone
business.   Note 4: Discontinued Operations
  GSM Business
  59




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  APS Germany
  APS France
   2010
    
    
    2009
    
    
    2008(In millions)Net sales
    
    $
    2.3
    
    
    $
    25.4
    
    
    $
    51.1Income (loss) from discontinued operations, net
    
    $
    (2.0
    )
    
    $
    (17.5
    )
    
    $
    (2.5
    )Gain (loss) on sale or write-down of
discontinued operations, net
    
    
    (13.2
    )
    
    
    (5.2
    )
    
    
    Total loss from discontinued operations
    
    $
    (15.2
    )
    
    $
    (22.7
    )
    
    $
    (2.5
    )
 Note 5: Net Income (Loss) from Continuing Operations Per Share
  2010
    
    
    2009
    
    
    2008(In millions, except per sharedata)Numerator:Net income (loss) from continuing operations
    
    $
    78.5
    
    
    $
    (452.9
    )
    
    $
    (40.1
    )Net income (loss) available to non-controlling interest
    
    
    1.3
    
    
    
    (1.3
    )
    
    
    (0.7
    )Net income (loss) from continuing operations available
to common shareowners
    
    $
    77.2
    
    
    $
    (451.6
    )
    
    $
    (39.4
    )Denominator:Weighted average common shares outstanding  basic
    
    
    96.9
    
    
    
    97.4
    
    
    
    117.1Employee options and other
    
    
    1.6
    
    
    
    
    
    
    
    Weighted average common shares outstanding  diluted
    
    
    98.5
    
    
    
    97.4
    
    
    
    117.1Basic income (loss) per share from continuing
operations available to ADC common shareowners
    
    $
    0.80
    
    
    $
    (4.64
    )
    
    $
    (0.34
    )Diluted income (loss) per share from continuing
operations available to ADC common shareowners
    
    $
    0.78
    
    
    $
    (4.64
    )
    
    $
    (0.34
    )
  60




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  Convertible Shares
    
    ConversionSeptember 30, 2010
    
    September 30, 2009
    
    October 31, 2008
    
    Price(in millions)Convertible Subordinated Notes$200 million, 1.0% fixed rate, paid June 15, 2008
    
    
    
    
    
    
    
    
    
    
    7.1
    
    
    $
    28.091$200 million, 6-month LIBOR plus 0.375%, due June 5,
2013
    
    
    7.1
    
    
    
    7.1
    
    
    
    7.1
    
    
    
    28.091$225 million, 3.5% fixed rate, due July 15, 2015
    
    
    8.3
    
    
    
    8.3
    
    
    
    8.3
    
    
    
    27.000$225 million, 3.5% fixed rate, due July 15, 2017
    
    
    7.9
    
    
    
    7.9
    
    
    
    7.9
    
    
    
    28.550Total
    
    
    23.3
    
    
    
    23.3
    
    
    
    30.4
  Note 6: Investments
  Other-Than-TemporaryCost
    
    
    Unrealized
    
    
    Realized
    
    
    Impairment
    
    
    FairBasis
    
    
    Gain (3)
    
    
    Loss (3)
    
    
    Loss (3)
    
    
    Value(In millions)Fiscal 2010Corporate commercial paper, CDs and bonds
    
    $
    150.0
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    
    
    
    $
    150.2Government bonds
    
    
    78.2
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    78.4Auction rate securities
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1)Total available-for-sale securities
    
    $
    228.9
    
    
    $
    0.4
    
    
    $
    
    
    
    $
    
    
    
    $
    228.6Fiscal 2009Corporate bonds
    
    $
    50.7
    
    
    $
    0.4
    
    
    $
    
    
    
    $
    
    
    
    $
    51.1Equity securities
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    Auction rate securities
    
    
    169.8
    
    
    
    2.3
    
    
    
    
    
    
    
    (18.4
    )
    
    
    24.3
    (2)Total available-for-sale securities
    
    $
    220.6
    
    
    $
    2.8
    
    
    $
    0.1
    
    
    $
    (18.4
    )
    
    $
    75.4
 
 (1)
    
    Net of cumulative other-than-temporary losses of $0.7 million that were recorded in prior
years.(2)
    
    Net of cumulative unrealized gains of $2.9 million and other-than-temporary losses of $148.4
million ($18.4 million of which were recorded in the year-ended September 30, 2009).(3)
    
    For the twelve and eleven months ended September 30, 2010 and September 30, 2009,
respectively, net of material unrealized losses which were recorded in the income statement.  61




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
        2010
    
    2009
    
    2008(In millions)Proceeds from sales of securities
    
    $
    68.5
    
    
    $
    0.2
    
    
    $
    39.7Gross realized gains recognized in earnings
    
    
    11.1
    
    
    
    
    
    
    
    Gross realized losses recognized in earnings
    
    
    (3.6
    )
    
    
    
    
    
    
    Gains/(losses) reclassified from other comprehensive income to
earnings
    
    
    2.9
    
    
    
    
    
    
    
    Net unrealized gain/(loss) included in other comprehensive income
    
    
    0.4
    
    
    
    3.3
    
    
    
    0.5
    62




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  Note 7: Goodwill and Intangible Assets
       NetworkConnectivity
    
    
    Solutions
    
    
    Total(In millions)Balance as of October 31, 2008
    
    $
    274.0
    
    
    $
    85.3
    
    
    $
    359.3Purchase accounting adjustments
    
    
    6.7
    
    
    
    0.1
    
    
    
    6.8Cumulative translation adjustment
    
    
    0.3
    
    
    
    
    
    
    
    0.3Impairment
    
    
    (281.2
    )
    
    
    (85.4
    )
    
    
    (366.6
    )Other
    
    
    0.4
    
    
    
    
    
    
    
    0.4Balance as of September 30, 2009
    
    
    0.2
    
    
    
    
    
    
    
    0.2Century Man Earn-out
    
    
    5.8
    
    
    
    
    
    
    
    5.8Cumulative translation adjustments
    
    
    0.1
    
    
    
    
    
    
    
    0.1Balance as of September 30, 2010
    
    $
    6.1
    
    
    $
    
    
    
    $
    6.1
   63




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Gross
    
    
    
    
    
    
    
    
    
    
    EstimatedCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Life Range2010
    
    Amounts
    
    
    Amortization
    
    
    Net
    
    
    (In Years)(In millions)Technology
    
    $
    57.9
    
    
    $
    54.5
    
    
    $
    3.4
    
    
    
    5-7Trade name/trademarks
    
    
    26.2
    
    
    
    9.3
    
    
    
    16.9
    
    
    
    2-20Distributor network
    
    
    10.0
    
    
    
    6.4
    
    
    
    3.6
    
    
    
    10Customer list
    
    
    50.5
    
    
    
    36.2
    
    
    
    14.3
    
    
    
    2-7Patents
    
    
    61.7
    
    
    
    31.5
    
    
    
    30.2
    
    
    
    3-7Non-compete agreements
    
    
    13.0
    
    
    
    12.8
    
    
    
    0.2
    
    
    
    2-5Other
    
    
    27.1
    
    
    
    19.9
    
    
    
    7.2
    
    
    
    1-14Total
    
    $
    246.4
    
    
    $
    170.6
    
    
    $
    75.8
    
    
    
    7
    (1)
 Gross
    
    
    
    
    
    
    
    
    
    
    EstimatedCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Life Range2009
    
    Amounts
    
    
    Amortization
    
    
    Net
    
    
    (In Years)(In millions)Technology
    
    $
    57.9
    
    
    $
    47.8
    
    
    $
    10.1
    
    
    
    5-7Trade name/trademarks
    
    
    26.2
    
    
    
    8.0
    
    
    
    18.2
    
    
    
    2-20Distributor network
    
    
    10.1
    
    
    
    5.4
    
    
    
    4.7
    
    
    
    10Customer list
    
    
    50.5
    
    
    
    29.3
    
    
    
    21.2
    
    
    
    2-7Patents
    
    
    53.2
    
    
    
    24.4
    
    
    
    28.8
    
    
    
    3-7Non-compete agreements
    
    
    13.0
    
    
    
    10.6
    
    
    
    2.4
    
    
    
    2-5Other
    
    
    26.8
    
    
    
    18.9
    
    
    
    7.9
    
    
    
    1-14Total
    
    $
    237.7
    
    
    $
    144.4
    
    
    $
    93.3
    
    
    
    8
    (1)
 
 (1)
    
    Weighted average life.  (In millions)2011
    
    
    18.82012
    
    
    16.52013
    
    
    10.82014
    
    
    8.02015
    
    
    5.5Thereafter
    
    
    16.2Total
    
    $
    75.8
 Note 8: Notes Payable
  September 30, 2010
    
    
    September 30, 2009(In millions)Convertible subordinated notes, six-month LIBOR plus 0.375%, due June 15, 2013
    
    $
    200.0
    
    
    $
    200.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    225.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    225.0Total convertible subordinated notes
    
    
    650.0
    
    
    
    650.0Other, variable rate, various due dates
    
    
    1.1
    
    
    
    1.6Total debt
    
    
    651.1
    
    
    
    651.6Less: Current portion of long-term debt
    
    
    0.3
    
    
    
    0.6Long-term debt
    
    $
    650.8
    
    
    $
    651.0
 64




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  Credit Facility
      65




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
      Note 9: Common Stock Repurchase Plan and Shareowner Rights Plan
   66




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Note 10: Income Taxes
  2010
    
    
    2009
    
    
    2008(In millions)United States
    
    $
    97.5
    
    
    $
    (337.7
    )
    
    $
    (22.3
    )Foreign
    
    
    (11.9
    )
    
    
    (118.3
    )
    
    
    (11.6
    )Total income (loss) before income taxes
    
    $
    85.6
    
    
    $
    (456.0
    )
    
    $
    (33.9
    )
  2010
    
    
    2009
    
    
    2008(In millions)Current taxes:Federal
    
    $
    (0.9
    )
    
    $
    (1.2
    )
    
    $
    (0.4
    )Foreign
    
    
    8.4
    
    
    
    3.8
    
    
    
    2.4State
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.67.8
    
    
    
    2.8
    
    
    
    2.6Deferred taxes:Federal
    
    
    
    
    
    
    (4.3
    )
    
    
    4.4Foreign
    
    
    (0.7
    )
    
    
    (1.6
    )
    
    
    (0.8
    )State
    
    
    
    
    
    
    
    
    
    
    (0.7
    )
    
    
    (5.9
    )
    
    
    3.6Total (benefit) provision
    
    $
    7.1
    
    
    $
    (3.1
    )
    
    $
    6.2
   2010
    
    2009
    
    2008Federal statutory rate
    
    
    35
    %
    
    
    35
    %
    
    
    35
    %Change in deferred tax asset valuation allowance
    
    
    (24
    )
    
    
    (10
    )
    
    
    (66
    )Non-deductible impairment charges
    
    
    
    
    
    
    (22
    )
    
    
    State income taxes, net
    
    
    
    
    
    
    
    
    
    
    Foreign income taxes
    
    
    (8
    )
    
    
    (1
    )
    
    
    19Other, net
    
    
    5
    
    
    
    (1
    )
    
    
    (6
    )Effective income tax rate
    
    
    8
    %
    
    
    1
    %
    
    
    (18
    )%
   2010
    
    
    2009(In millions)Current deferred tax assets:Asset valuation reserves
    
    $
    8.6
    
    
    $
    11.2Accrued liabilities
    
    
    30.6
    
    
    
    28.7Subtotal
    
    
    39.2
    
    
    
    39.9
 67




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 2010
    
    
    2009(In millions)Non-current deferred tax assets:Intangible assets
    
    
    141.6
    
    
    
    176.3Depreciation
    
    
    17.3
    
    
    
    16.6Net operating loss and tax credit carryover
    
    
    591.0
    
    
    
    561.5Capital loss carryover
    
    
    31.1
    
    
    
    1.4Research and development
    
    
    18.7
    
    
    
    21.4Investments and other
    
    
    30.9
    
    
    
    78.6Subtotal
    
    
    830.6
    
    
    
    855.8Total deferred tax assets
    
    
    869.8
    
    
    
    895.7Current deferred tax liabilities:Accrued liabilities
    
    
    (1.3
    )
    
    
    (1.8
    )Subtotal
    
    
    (1.3
    )
    
    
    (1.8
    )Non-current deferred tax liabilities:Intangible assets
    
    
    (11.6
    )
    
    
    (19.7
    )Investments and other
    
    
    (10.8
    )
    
    
    (9.4
    )Subtotal
    
    
    (22.4
    )
    
    
    (29.1
    )Total deferred tax liabilities
    
    
    (23.7
    )
    
    
    (30.9
    )Net deferred tax assets
    
    
    846.1
    
    
    
    864.8Deferred tax asset valuation allowance
    
    
    (790.3
    )
    
    
    (809.3
    )Net deferred tax asset
    
    $
    55.8
    
    
    $
    55.5
       68




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Uncertain Tax Positions
  (In millions)Balance at October 31, 2008
    
    $
    27.6Increases due to tax positions related to the current year
    
    
    5.0Decreases due to tax position of prior years
    
    
    (1.7
    )Impact of changes in exchange rates
    
    
    1.7Settlements with tax authorities
    
    
    (3.6
    )Reductions due to the lapse of the applicable statute of limitations
    
    
    (7.7
    )Balance at September 30, 2009
    
    $
    21.3Increases due to tax positions related to the current year
    
    
    4.6Impact of changes in exchange rates
    
    
    (0.8
    )Settlements with tax authorities
    
    
    (0.3
    )Reductions due to the lapse of the applicable statute of limitations
    
    
    (2.4
    )Balance at September 30, 2010
    
    $
    22.4
    Major Jurisdictions
    
    Open Tax YearsAustralia
    
    2006-2010China
    
    2008-2010Germany
    
    2003-2010Hong Kong
    
    2003-2010United Kingdom
    
    2008-2010United States
    
    2007-2010
 Note 11: Employee Benefit Plans
 Retirement Savings Plans:
 69




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Pension Benefits:
  September 30,
    
    
    September 30,2010
    
    
    2009(In millions)Change in benefit obligationBeginning balance
    
    $
    67.9
    
    
    $
    56.4Service cost
    
    
    0.1
    
    
    
    0.1Interest cost
    
    
    3.3
    
    
    
    3.2Actuarial gain
    
    
    11.4
    
    
    
    4.4Foreign currency exchange rate changes
    
    
    (4.5
    )
    
    
    7.5Benefit payments
    
    
    (4.1
    )
    
    
    (3.7
    )Ending balance
    
    $
    74.1
    
    
    $
    67.9Funded status of the planPlan assets at fair value less than benefit obligation
    
    $
    (74.1
    )
    
    $
    (67.9
    )Amounts recognized in the Consolidated Balance SheetLiabilitiesCurrent liability (included in Accrued compensation and benefits)
    
    $
    (4.0
    )
    
    $
    (4.3
    )Other long-term liability
    
    
    (70.1
    )
    
    
    (63.6
    )Total liabilities
    
    $
    (74.1
    )
    
    $
    (67.9
    )Accumulated other comprehensive (income) loss, pre-taxNet (gain) loss
    
    $
    8.7
    
    
    $
    (3.1
    )Total accumulated other comprehensive income
    
    $
    8.7
    
    
    $
    (3.1
    )
  2010
    
    
    2009
    
    
    2008(In millions)Service cost
    
    $
    0.1
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    3.3
    
    
    
    3.2
    
    
    
    3.8Amortization of net actuarial (gain)/loss
    
    
    
    
    
    
    (0.1
    )
    
    
    Net periodic pension cost
    
    $
    3.4
    
    
    $
    3.2
    
    
    $
    3.9
  2010
    
    2009
    
    2008Weighted average assumptions used to determine benefit obligationsDiscount rate
    
    
    4.00
    %
    
    
    5.50
    %
    
    
    6.25
    %Compensation rate increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    2.50
    %Weighted average assumptions used to determine net costDiscount rate
    
    
    5.50
    %
    
    
    6.25
    %
    
    
    5.25
    %Compensation rate increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    2.50
    %
   (In millions)2011
    
    
    4.22012
    
    
    4.22013
    
    
    4.32014
    
    
    4.32015
    
    
    4.3Five Years Thereafter
    
    $
    21.9
 70




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Note 12: Share-Based Compensation
     Stock Options
    
    
    RestrictedWeighted Average
    
    
    StockStock Options
    
    
    Exercise Price
    
    
    Units(In millions)
    
    
    
    
    
    
    (In millions)Outstanding at October 31, 2007
    
    
    6.7
    
    
    $
    25.46
    
    
    
    1.1Granted
    
    
    0.9
    
    
    
    13.46
    
    
    
    0.8Exercised
    
    
    (0.1
    )
    
    
    (3.73
    )
    
    
    Canceled
    
    
    (0.7
    )
    
    
    (31.62
    )
    
    
    (0.1
    )Outstanding at October 31, 2008
    
    
    6.8
    
    
    
    23.64
    
    
    
    1.8Granted
    
    
    1.6
    
    
    
    4.92
    
    
    
    2.0Exercised
    
    
    
    
    
    
    
    
    
    
    Released
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Canceled
    
    
    (0.6
    )
    
    
    26.87
    
    
    
    (0.2
    )Outstanding at September 30, 2009
    
    
    7.8
    
    
    $
    19.40
    
    
    
    3.3Granted
    
    
    0.9
    
    
    
    6.02
    
    
    
    0.8Exercised
    
    
    (0.1
    )
    
    
    4.03
    
    
    
    Released
    
    
    
    
    
    
    
    
    
    
    (0.6
    )Canceled
    
    
    (1.1
    )
    
    
    34.48
    
    
    
    Outstanding at September 30, 2010
    
    
    7.5
    
    
    $
    15.91
    
    
    
    3.5Exercisable at September 30, 2010
    
    
    5.0
    
    
    $
    20.23
    
    
    
    
  Weighted Average
    
    
    
    
    
    
    
    
    
    WeightedRemaining
    
    Weighted Average
    
    
    
    
    
    AverageRange of Exercise
    
    Number
    
    Contractual Life
    
    Exercise Price of
    
    Number
    
    Exercise Price ofPrices Between
    
    Outstanding
    
    (In Years)
    
    Options Outstanding
    
    Exercisable
    
    Options Exercisable$  2.54  $  4.44
    
    
    29,155
    
    
    
    3.44
    
    
    $
    3.17
    
    
    
    23,755
    
    
    $
    3.254.85      4.85
    
    
    1,393,689
    
    
    
    5.21
    
    
    
    4.85
    
    
    
    345,523
    
    
    
    4.854.95      5.08
    
    
    55,906
    
    
    
    5.33
    
    
    
    5.07
    
    
    
    14,656
    
    
    
    5.066.00      6.00
    
    
    933,503
    
    
    
    6.15
    
    
    
    6.00
    
    
    
    
    
    
    
    6.34     14.42
    
    
    149,989
    
    
    
    4.00
    
    
    
    10.72
    
    
    
    100,919
    
    
    
    11.6214.59    14.59
    
    
    843,508
    
    
    
    3.17
    
    
    
    14.59
    
    
    
    636,684
    
    
    
    14.5914.63    16.75
    
    
    760,263
    
    
    
    2.64
    
    
    
    15.91
    
    
    
    732,480
    
    
    
    15.9116.80    18.40
    
    
    755,486
    
    
    
    3.78
    
    
    
    17.69
    
    
    
    505,518
    
    
    
    17.6518.62    19.81
    
    
    993,703
    
    
    
    2.63
    
    
    
    19.18
    
    
    
    990,653
    
    
    
    19.1820.02  155.31
    
    
    1,612,985
    
    
    
    2.96
    
    
    
    30.11
    
    
    
    1,612,985
    
    
    
    30.117,528,187
    
    
    
    3.84
    
    
    $
    15.91
    
    
    
    4,963,173
    
    
    $
    20.23
  2010
    
    2009
    
    2008Expected volatility
    
    
    64.02
    %
    
    
    50.57
    %
    
    
    44.05
    %Risk free interest rate
    
    
    2.24
    %
    
    
    1.55
    %
    
    
    2.98
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    Expected term (in years)
    
    
    4.4
    
    
    
    4.7
    
    
    
    4.7
   71




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
  Stock Options
    
    
    Restricted
    
    
    Restricted StockWeighted Average
    
    
    Stock
    
    
    Weighted AverageStock Options
    
    
    Grant Date Fair Value
    
    
    Units
    
    
    Grant Date Fair Value(In millions)
    
    
    
    
    
    
    (In millions)Nonvested at September 30, 2009
    
    
    2.6
    
    
    $
    6.69
    
    
    
    3.2
    
    
    $
    10.07Granted
    
    
    1.0
    
    
    
    3.30
    
    
    
    0.7
    
    
    
    6.11Vested
    
    
    (0.9
    )
    
    
    12.50
    
    
    
    (0.6
    )
    
    
    12.21Canceled
    
    
    (0.1
    )
    
    
    6.10
    
    
    
    (0.1
    )
    
    
    12.02Nonvested at September 30, 2010
    
    
    2.6
    
    
    $
    4.71
    
    
    
    3.2
    
    
    $
    8.63
  Note 13: Accumulated Other Comprehensive Income (Loss)
  Derivative
    
    
    Foreign
    
    
    UnrealizedInstruments
    
    
    Currency
    
    
    Gain (Loss)and Hedging
    
    
    Translation
    
    
    On Investments,
    
    
    PensionActivities
    
    
    Adjustment
    
    
    net
    
    
    Adjustment
    
    
    Total(In millions)Balance, October 31, 2007
    
    $
    
    
    
    $
    1.9
    
    
    $
    
    
    
    $
    0.8
    
    
    $
    2.7Translation loss
    
    
    
    
    
    
    (21.9
    )
    
    
    
    
    
    
    
    
    
    
    (21.9
    )Pension obligation adjustment
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    6.3
    
    
    
    7.2Net change in fair value of interest rate swap
    
    
    (2.8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.8
    )Unrealized gain on foreign currency hedge
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    0.5Balance, October 31, 2008
    
    
    (2.6
    )
    
    
    (19.1
    )
    
    
    0.5
    
    
    
    7.1
    
    
    
    (14.1
    )Translation gain
    
    
    
    
    
    
    12.1
    
    
    
    
    
    
    
    
    
    
    
    12.1Pension obligation adjustment
    
    
    
    
    
    
    (1.0
    )
    
    
    
    
    
    
    (4.0
    )
    
    
    (5.0
    )Net change in fair value of interest rate swap
    
    
    (9.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.4
    )Unrealized gain on foreign currency hedge
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Unrealized gain on auction rate securities
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    
    
    
    
    2.3Unrealized gain on other available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    0.5Balance, September 30, 2009
    
    
    (11.8
    )
    
    
    (8.0
    )
    
    
    3.3
    
    
    
    3.1
    
    
    
    (13.4
    )Translation gain
    
    
    
    
    
    
    12.3
    
    
    
    
    
    
    
    
    
    
    
    12.3Pension obligation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11.8
    )
    
    
    (11.8
    )Net change in fair value of interest rate swap
    
    
    (4.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.6
    )Unrealized gain on foreign currency hedge
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4Unrealized gain on auction rate securities
    
    
    
    
    
    
    
    
    
    
    (2.9
    )
    
    
    
    
    
    
    (2.9
    )Unrealized gain on other available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, September 30, 2010
    
    $
    (16.0
    )
    
    $
    4.3
    
    
    $
    0.4
    
    
    $
    (8.7
    )
    
    $
    (20.0
    )
  72




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Note 14: Commitments and Contingencies
 Letters of Credit:
 Operating Leases:
  (In millions)2011
    
    $
    15.52012
    
    
    13.42013
    
    
    10.72014
    
    
    9.02015
    
    
    7.7Thereafter
    
    
    10.8Total
    
    $
    67.1
  Legal Contingencies: In re ADC
Telecommunications, Inc. Shareholders Litigation.
  73




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
    Purchase Obligations:
 Other Contingencies:
 Change of Control:
 Note 15: Segment and Geographic Information
 Segment Information
    
    
    Connectivity
    
    Network Solutions
    
    Professional Services
 74




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Connectivity
 Network Solutions
 Professional Services
   Restructuring,Network
    
    
    Professional
    
    
    
    
    
    
    Impairment and
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    Other Charges
    
    
    Consolidated(In millions)2010External net sales:Products
    
    $
    866.6
    
    
    $
    87.0
    
    
    $
    44.4
    
    
    $
    998.0
    
    
    $
    
    
    
    $
    998.0Services
    
    
    3.9
    
    
    
    26.3
    
    
    
    128.4
    
    
    
    158.6
    
    
    
    
    
    
    
    158.6Total external net sales
    
    $
    870.5
    
    
    $
    113.3
    
    
    $
    172.8
    
    
    $
    1,156.6
    
    
    $
    
    
    
    $
    1,156.6Depreciation and amortization
    
    $
    54.1
    
    
    $
    4.4
    
    
    $
    3.0
    
    
    $
    61.5
    
    
    $
    
    
    
    $
    61.5Operating income (loss)
    
    $
    64.9
    
    
    $
    (13.9
    )
    
    $
    8.9
    
    
    $
    59.9
    
    
    $
    14.0
    
    
    $
    45.92009External net sales:Products
    
    $
    785.4
    
    
    $
    52.4
    
    
    $
    37.4
    
    
    $
    875.2
    
    
    $
    
    
    
    $
    875.2Services
    
    
    1.7
    
    
    
    14.4
    
    
    
    98.9
    
    
    
    115.0
    
    
    
    
    
    
    
    115.0Total external net sales
    
    $
    787.1
    
    
    $
    66.8
    
    
    $
    136.3
    
    
    $
    990.2
    
    
    $
    
    
    
    $
    990.2Depreciation and amortization
    
    $
    57.3
    
    
    $
    5.4
    
    
    $
    3.3
    
    
    $
    66.0
    
    
    $
    
    
    
    $
    66.0Operating income (loss)
    
    $
    50.9
    
    
    $
    (28.5
    )
    
    $
    4.0
    
    
    $
    26.4
    
    
    $
    443.1
    
    
    $
    (416.7
    )2008External net sales:Products
    
    $
    1,151.8
    
    
    $
    88.1
    
    
    $
    49.1
    
    
    $
    1,289.0
    
    
    $
    
    
    
    $
    1,289.0Services
    
    
    
    
    
    
    21.1
    
    
    
    132.5
    
    
    
    153.6
    
    
    
    
    
    
    
    153.6Total external net sales
    
    $
    1,151.8
    
    
    $
    109.2
    
    
    $
    181.6
    
    
    $
    1,442.6
    
    
    $
    
    
    
    $
    1,442.6Depreciation and amortization
    
    $
    64.3
    
    
    $
    13.0
    
    
    $
    3.5
    
    
    $
    80.8
    
    
    $
    
    
    
    $
    80.8Operating income (loss)
    
    $
    117.2
    
    
    $
    (36.1
    )
    
    $
    0.8
    
    
    $
    81.9
    
    
    $
    15.2
    
    
    $
    66.7
 75




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Geographic Information
  Geographic Sales Information
    
    2010
    
    
    2009
    
    
    2008(In millions)Inside the United States
    
    $
    701.4
    
    
    $
    588.3
    
    
    $
    850.7Outside the United States:Asia Pacific (Australia, Hong Kong, India,
Japan, Korea, New Zealand, Southeast Asia
and Taiwan)
    
    
    127.3
    
    
    
    91.7
    
    
    
    142.5China(1)
    
    
    70.6
    
    
    
    71.6
    
    
    
    41.3EMEA (Europe, Middle East and Africa,)
    
    
    172.9
    
    
    
    170.3
    
    
    
    305.0Americas (Canada, Central and South America)
    
    
    84.4
    
    
    
    68.3
    
    
    
    103.1Total net sales
    
    $
    1,156.6
    
    
    $
    990.2
    
    
    $
    1,442.6Property and Equipment, Net (1):Inside the United States
    
    $
    101.4
    
    
    $
    111.0Outside the United States
    
    
    45.1
    
    
    
    51.8Total property and equipment, net
    
    $
    146.5
    
    
    $
    162.8
 
 (1)
    
    Due to the significance of its net sales, China is broken out for geographic purposes.
Other than in the U.S., no single country has property and equipment sufficiently material
to disclose. Note 16: Impairment, Restructuring, and Other Disposal Charges
  2010
    
    
    2009
    
    
    2008(In millions)Impairments:Fixed asset write-downs
    
    $
    0.9
    
    
    $
    1.0
    
    
    $
    0.7Goodwill and intangibles
    
    
    
    
    
    
    407.9
    
    
    
    3.4Total impairment charges
    
    
    0.9
    
    
    
    408.9
    
    
    
    4.1Restructuring charges:Employee severance
    
    
    11.8
    
    
    
    33.1
    
    
    
    10.4Facilities consolidation and lease termination
    
    
    1.3
    
    
    
    1.1
    
    
    
    0.7Total restructuring charges
    
    
    13.1
    
    
    
    34.2
    
    
    
    11.1Other disposal charges:Inventory write-offs
    
    
    
    
    
    
    0.6
    
    
    
    14.0Total impairment, restructuring and other disposal charges
    
    $
    14.0
    
    
    $
    443.7
    
    
    $
    29.2
 Impairment Charges:
 Restructuring Charges:
  Other Disposal Charges:
 76




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
   Accrual
    
    
    Continuing
    
    
    
    
    
    
    AccrualSeptember 30,
    
    
    Operations
    
    
    Cash
    
    
    September 30,Type of Charge
    
    2009
    
    
    Net Additions
    
    
    Charges
    
    
    2010(In millions)Employee severance costs
    
    $
    29.1
    
    
    $
    11.8
    
    
    $
    27.1
    
    
    $
    13.8Facilities consolidation
    
    
    7.6
    
    
    
    1.3
    
    
    
    2.4
    
    
    
    6.5Total
    
    $
    36.7
    
    
    $
    13.1
    
    
    $
    29.5
    
    
    $
    20.3
 Accrual
    
    
    Continuing
    
    
    
    
    
    
    AccrualOctober 31,
    
    
    Operations
    
    
    Cash
    
    
    September 30,Type of Charge
    
    2008
    
    
    Net Additions
    
    
    Charges
    
    
    2009(In millions)Employee severance costs
    
    $
    8.6
    
    
    $
    33.1
    
    
    $
    12.6
    
    
    $
    29.1Facilities consolidation
    
    
    8.1
    
    
    
    1.1
    
    
    
    1.6
    
    
    
    7.6Total
    
    $
    16.7
    
    
    $
    34.2
    
    
    $
    14.2
    
    
    $
    36.7
  Severance
    
    
    Facilities(In millions)2011
    
    $
    7.5
    
    
    $
    2.02012
    
    
    2.8
    
    
    
    1.22013
    
    
    1.8
    
    
    
    1.22014
    
    
    1.1
    
    
    
    1.12015
    
    
    0.6
    
    
    
    1.0Total
    
    $
    13.8
    
    
    $
    6.5
  Note 17: Fair Value Measurements and Auction Rate Securities
  Fair Value Hierarchy
  Level 1
  77




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Level 2
   
    
    Determining which instruments are most similar to the instrument being priced requires
management to identify a sample of similar securities based on the coupon rates, maturity,
issuer, credit rating and instrument type, and subjectively select an individual security or
multiple securities that are deemed most similar to the security being priced; and
    
    Determining whether a market is considered active requires management judgment.
 Level 3
   Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    
    
    
    
    Significantfor Identical
    
    
    Significant Other
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    518.1
    
    
    $
    518.1
    
    
    $
    
    
    
    $
    Corporate commercial paper, CDs and bonds
    
    
    150.2
    
    
    
    150.2Government bonds
    
    
    78.4
    
    
    
    78.4Restricted cash
    
    
    7.7
    
    
    
    7.7
    
    
    
    
    
    
    
    Foreign currency hedges (2)
    
    
    0.8
    
    
    
    
    
    
    
    0.8
    
    
    
    Total assets measured at fair value
    
    $
    755.2
    
    
    $
    754.4
    
    
    $
    0.8
    
    
    $
    Liabilities:Interest rate swap liabilities (1)
    
    $
    16.8
    
    
    $
    
    
    
    $
    16.8
    
    
    $
    Total liabilities measured at fair value
    
    $
    16.8
    
    
    $
    
    
    
    $
    16.8
    
    
    $
    
 78




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    
    
    
    
    Significantfor Identical
    
    
    Significant Other
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    535.5
    
    
    $
    535.5
    
    
    $
    
    
    
    $
    Corporate bonds
    
    
    51.1
    
    
    
    51.1
    
    
    
    
    
    
    
    Restricted cash
    
    
    25.0
    
    
    
    25.0
    
    
    
    
    
    
    
    Foreign currency hedges (2)
    
    
    0.4
    
    
    
    
    
    
    
    0.4
    
    
    
    Auction rate securities
    
    
    24.3
    
    
    
    
    
    
    
    
    
    
    
    24.3Total assets measured at fair value
    
    $
    636.3
    
    
    $
    611.6
    
    
    $
    0.4
    
    
    $
    24.3Liabilities:Interest rate swap liabilities (1)
    
    $
    12.2
    
    
    $
    
    
    
    $
    12.2
    
    
    $
    Total liabilities measured at fair value
    
    $
    12.2
    
    
    $
    
    
    
    $
    12.2
    
    
    $
    
 
 (1)
    
    Short-term portion included in other accrued liabilities and long-term portion included in
other long-term liabilities on the consolidated balance sheet. The short-term and long-term
portions for September 30, 2010 were liabilities of $5.4 million and $11.4 million,
respectively. The short-term and long-term portions for September 30, 2009 were liabilities
of $5.0 million and $7.2 million, respectively.(2)
    
    Assets are included in prepaid expenses and other current assets and liabilities are
included in other accrued liabilities on the consolidated balance sheet.  Fair ValueMeasurements UsingSignificantUnobservable Inputs(Level 3)Balance as of October 31, 2008
    
    $
    40.4Total gains or losses (realized or unrealized)Included in earnings (other income/(loss)
    
    
    (18.4
    )Included in other comprehensive income
    
    
    2.3Purchases, issuance, and settlements
    
    
    Transfers in and /or out of Level 3
    
    
    Balance as of September 30, 2009
    
    $
    24.3Total gains or losses (realized or unrealized)Included in earnings (other income/(loss)
    
    
    (1.1
    )Included in other comprehensive income
    
    
    2.7Sales
    
    
    (14.5
    )Transfers in and /or out of Level 3
    
    
    (11.4
    )Balance as of September 30, 2010
    
    $
    
    Note 18: Derivative Instruments and Hedging Activities
  79




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
    Cash flow hedges
   Year Swapentered into
    
    Fixed Rate
    
    Notional Amount
    
    Expiration Date2008
    
    4.0%
    
    $200,000,000
    
    June 2013
    Derivatives in cash flow hedging relationships
    
    Interest rate swap(1)
    
    
    Mexican peso hedge (2)
    
    
    TotalBalance as of October 31, 2008
    
    $
    (2.8
    )
    
    $
    0.2
    
    
    $
    (2.6
    )Amount of loss recognized in OCI on derivative (effective portion)
    
    
    (13.0
    )
    
    
    (0.4
    )
    
    
    (13.4
    )Amount of loss reclassified from OCI into income (effective
portion) (3)
    
    
    3.6
    
    
    
    0.6
    
    
    
    4.2Balance as of September 30, 2009
    
    
    (12.2
    )
    
    
    0.4
    
    
    
    (11.8
    )Amount of loss recognized in OCI on derivative (effective portion)
    
    
    (11.5
    )
    
    
    1.6
    
    
    
    (9.9
    )Amount of loss reclassified from OCI into income (effective
portion) (3)
    
    
    6.9
    
    
    
    (1.2
    )
    
    
    5.7Balance as of September 30, 2010
    
    $
    (16.8
    )
    
    $
    0.8
    
    
    $
    (16.0
    )
 
 (1)
    
    Short-term portion included in other accrued liabilities and long-term portion included in
other long-term liabilities on the consolidated balance sheet. The short-term and long-term
portions for September 30, 2010 were liabilities of $5.4 million and $11.4 million,
respectively. The short-term and long-term portions for September 30, 2009 were liabilities
of $5.0 million and $7.2 million, respectively. 80




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 (2)
    
    Assets are included in prepaid expenses and other current assets and liabilities are
included in other accrued liabilities on the consolidated balance sheet.(3)
    
    Gains and losses are reclassified to interest income (expense) for the interest rate swap and
cost of goods sold for the Mexican peso hedge.     Derivatives not designated as
    
    
    
    
    
    Amount of gain (loss) recognizedhedging instruments
    
    
    
    
    
    in income on derivativeLocation of gain (loss)recognized in income on derivative
    
    2010
    
    2009
    
    2008Foreign currency hedges
    
    Other income (expense), net
    
    $
    
    
    
    $
    (1.2
    )
    
    $
    3.5
 Note 19: Quarterly Financial Data (Unaudited)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In millions, except earnings per share)Fiscal 2010Net Sales
    
    $
    265.6
    
    
    $
    274.0
    
    
    $
    304.4
    
    
    $
    312.6
    
    
    $
    1,156.6Cost of Sales
    
    
    173.5
    
    
    
    174.1
    
    
    
    191.4
    
    
    
    199.7
    
    
    
    738.7Gross Profit
    
    
    92.1
    
    
    
    99.9
    
    
    
    113.0
    
    
    
    112.9
    
    
    
    417.9Operating Expenses:Research and development
    
    
    16.3
    
    
    
    16.9
    
    
    
    16.2
    
    
    
    20.3
    
    
    
    69.7Selling and administration
    
    
    70.6
    
    
    
    69.8
    
    
    
    71.8
    
    
    
    76.1
    
    
    
    288.3Impairment charges
    
    
    0.1
    
    
    
    0.6
    
    
    
    (0.1
    )
    
    
    0.3
    
    
    
    0.9Restructuring charges
    
    
    9.2
    
    
    
    4.4
    
    
    
    (1.1
    )
    
    
    0.6
    
    
    
    13.1Total operating expenses
    
    
    96.2
    
    
    
    91.7
    
    
    
    86.8
    
    
    
    97.3
    
    
    
    372.0Operating Income (Loss)
    
    
    (4.1
    )
    
    
    8.2
    
    
    
    26.2
    
    
    
    15.6
    
    
    
    45.9Other Income (Expense), Net
    
    
    9.1
    
    
    
    (19.9
    )
    
    
    51.5
    
    
    
    (1.0
    )
    
    
    39.7Income (Loss) Before Income Taxes
    
    
    5.0
    
    
    
    (11.7
    )
    
    
    77.7
    
    
    
    14.6
    
    
    
    85.6Provision (Benefit) for Income Taxes
    
    
    1.4
    
    
    
    0.8
    
    
    
    1.9
    
    
    
    3.0
    
    
    
    7.1Income (Loss) From Continuing Operations
    
    
    3.6
    
    
    
    (12.5
    )
    
    
    75.8
    
    
    
    11.6
    
    
    
    78.5Discontinued Operations, Net of Tax
    
    
    (14.6
    )
    
    
    (0.2
    )
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (15.2
    )Net Income (Loss)
    
    
    (11.0
    )
    
    
    (12.7
    )
    
    
    75.7
    
    
    
    11.3
    
    
    
    63.3Net Income (Loss) Available to Non-controlling Interest
    
    
    0.2
    
    
    
    0.4
    
    
    
    (0.1
    )
    
    
    0.8
    
    
    
    1.3Net Income (Loss) Available to ADC Common Shareowners
    
    $
    (11.2
    )
    
    $
    (13.1
    )
    
    $
    75.8
    
    
    $
    10.5
    
    
    $
    62.0Average Common Shares Outstanding  Basic
    
    
    99.6
    
    
    
    97.0
    
    
    
    97.0
    
    
    
    97.1
    
    
    
    96.9Average Common Shares Outstanding  Diluted
    
    
    97.9
    
    
    
    97.0
    
    
    
    121.6
    
    
    
    99.6
    
    
    
    98.5Basic Income (Loss) Per Share:Continuing operations
    
    $
    0.04
    
    
    $
    (0.13
    )
    
    $
    0.78
    
    
    $
    0.12
    
    
    $
    0.81Discontinued operations
    
    $
    (0.16
    )
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    
    
    
    $
    (0.16
    )Net Income (Loss)
    
    $
    (0.12
    )
    
    $
    (0.14
    )
    
    $
    0.78
    
    
    $
    0.12
    
    
    $
    0.65Diluted Income (Loss) Per Share:Continuing operations
    
    $
    0.04
    
    
    $
    (0.13
    )
    
    $
    0.68
    
    
    $
    0.11
    
    
    $
    0.80Discontinued operations
    
    $
    (0.15
    )
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    
    
    
    $
    (0.15
    )Net Income (Loss)
    
    $
    (0.11
    )
    
    $
    (0.14
    )
    
    $
    0.68
    
    
    $
    0.11
    
    
    $
    0.65Net Sales Outside the United States
    
    $
    112.1
    
    
    $
    108.4
    
    
    $
    113.0
    
    
    $
    121.7
    
    
    $
    455.2
 81




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ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements  (continued)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In millions, except earnings per share)Proforma Fiscal 2009 (Proforma 12 months ended
September 30, 2009)Net Sales
    
    $
    299.7
    
    
    $
    256.6
    
    
    $
    290.3
    
    
    $
    291.3
    
    
    $
    1,137.9Cost of Sales
    
    
    225.4
    
    
    
    173.8
    
    
    
    188.1
    
    
    
    190.9
    
    
    
    778.2Gross Profit
    
    
    74.3
    
    
    
    82.8
    
    
    
    102.2
    
    
    
    100.4
    
    
    
    359.7Operating Expenses:Research and development
    
    
    17.0
    
    
    
    17.3
    
    
    
    16.0
    
    
    
    15.9
    
    
    
    66.2Selling and administration
    
    
    69.2
    
    
    
    67.7
    
    
    
    59.7
    
    
    
    68.0
    
    
    
    264.6Impairment charges
    
    
    4.1
    
    
    
    408.0
    
    
    
    0.3
    
    
    
    0.6
    
    
    
    413.0Restructuring charges
    
    
    8.5
    
    
    
    3.8
    
    
    
    4.3
    
    
    
    26.0
    
    
    
    42.6Total operating expenses
    
    
    98.8
    
    
    
    496.8
    
    
    
    80.3
    
    
    
    110.5
    
    
    
    786.4Operating Income (Loss)
    
    
    (24.5
    )
    
    
    (414.0
    )
    
    
    21.9
    
    
    
    (10.1
    )
    
    
    (426.7
    )Other Income (Expense), Net
    
    
    (28.0
    )
    
    
    (23.0
    )
    
    
    (5.8
    )
    
    
    (8.9
    )
    
    
    (65.7
    )Income (Loss) Before Income Taxes
    
    
    (52.5
    )
    
    
    (437.0
    )
    
    
    16.1
    
    
    
    (19.0
    )
    
    
    (492.4
    )Provision (Benefit) for Income Taxes
    
    
    (4.1
    )
    
    
    (3.0
    )
    
    
    0.9
    
    
    
    (1.4
    )
    
    
    (7.6
    )Income (Loss) From Continuing Operations
    
    
    (48.4
    )
    
    
    (434.0
    )
    
    
    15.2
    
    
    
    (17.6
    )
    
    
    (484.8
    )Discontinued Operations, Net of Tax
    
    
    (2.0
    )
    
    
    (9.7
    )
    
    
    (8.3
    )
    
    
    (3.0
    )
    
    
    (23.0
    )Net Income (Loss)
    
    $
    (50.4
    )
    
    $
    (443.7
    )
    
    $
    6.9
    
    
    $
    (20.6
    )
    
    $
    (507.8
    )Net Income (Loss) Available to Non-controlling Interest
    
    
    (0.7
    )
    
    
    (0.6
    )
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    (1.5
    )Net Income (Loss) Available to ADC Common Shareowners
    
    $
    (49.7
    )
    
    $
    (443.1
    )
    
    $
    6.8
    
    
    $
    (20.3
    )
    
    $
    (506.3
    )Average Common Shares Outstanding  Basic
    
    
    105.5
    
    
    
    96.6
    
    
    
    96.6
    
    
    
    96.6
    
    
    
    98.8Average Common Shares Outstanding  Diluted
    
    
    105.5
    
    
    
    96.6
    
    
    
    97.4
    
    
    
    96.6
    
    
    
    98.8Basic Income (Loss) Per Share:Continuing operations
    
    $
    (0.46
    )
    
    $
    (4.49
    )
    
    $
    0.16
    
    
    $
    (0.18
    )
    
    $
    (4.91
    )Discontinued operations
    
    $
    (0.01
    )
    
    $
    (0.10
    )
    
    $
    (0.09
    )
    
    $
    (0.03
    )
    
    $
    (0.23
    )Net Income (Loss)
    
    $
    (0.47
    )
    
    $
    (4.59
    )
    
    $
    0.07
    
    
    $
    (0.21
    )
    
    $
    (5.14
    )Diluted Income (Loss) Per Share:Continuing operations
    
    $
    (0.46
    )
    
    $
    (4.49
    )
    
    $
    0.16
    
    
    $
    (0.18
    )
    
    $
    (4.91
    )Discontinued operations
    
    $
    (0.01
    )
    
    $
    (0.10
    )
    
    $
    (0.09
    )
    
    $
    (0.03
    )
    
    $
    (0.23
    )Net Income (Loss)
    
    $
    (0.47
    )
    
    $
    (4.59
    )
    
    $
    0.07
    
    
    $
    (0.21
    )
    
    $
    (5.14
    )Net Sales Outside the United States
    
    $
    131.2
    
    
    $
    105.1
    
    
    $
    111.4
    
    
    $
    115.1
    
    
    $
    462.8
 Fiscal Year Change
   Discontinued Operations
  82




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##### Table of Contents



Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   Managements Annual Report on Internal Control Over Financial Reporting
   Report of Independent Registered Public Accounting Firm
 
        
 83




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##### Table of Contents



Item 9B. OTHER INFORMATION
  
 PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Name
    
    Age
    
    TermJohn J. Boyle III
    
    
    63
    
    
    Director with term expiring in 2011Mickey P. Foret
    
    
    65
    
    
    Director with term expiring in 2011John D. Wunsch
    
    
    62
    
    
    Director with term expiring in 2011Lois M. Martin
    
    
    48
    
    
    Director with term expiring in 2012Krish A. Prabhu, Ph.D.
    
    
    56
    
    
    Director with term expiring in 2012John E. Rehfeld
    
    
    70
    
    
    Director with term expiring in 2012David A. Roberts
    
    
    62
    
    
    Director with term expiring in 2012William R. Spivey, Ph.D.
    
    
    64
    
    
    Director with term expiring in 2013Robert E. Switz
    
    
    64
    
    
    Director with term expiring in 2013Larry W. Wangberg
    
    
    68
    
    
    Director with term expiring in 2013
     84




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Board Selection Considerations
  85




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Section 16(a) Beneficial Ownership Reporting Compliance
  Independent Registered Public Accounting Firm and Audit Committee Financial Experts
   www.investor.adc.com/governance.cfm.
  
 Item 11. EXECUTIVE COMPENSATION
 DIRECTOR COMPENSATION
 Introductory Note
  Fiscal 2010 Compensation
 Cash Fees
 
    
    an annualized cash retainer fee of $70,000, which was paid in quarterly installments,
and
    
    $1,500 for each Board meeting and $1,000 for each committee meeting attended in
excess of the first ten Board and committee meetings that the director attended during
the fiscal year.
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
    
    Audit Committee Chair: $15,000
    
    Compensation Committee Chair: $15,000
    
    Finance and Strategic Planning Committee Chair: $5,000
    
    Governance Committee Chair: $5,000
  Equity Awards
 Deferred Compensation Plan
 Charitable Donation Programs
 Reimbursements
 Insurance
 87




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Director Compensation Table
 Fiscal 2010 Non-Employee Director Compensation
 Fees Earned or
    
    Stock
    
    All OtherPaid in Cash
    
    Awards
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)(1)(2)
    
    ($)(3)
    
    ($)John J. Boyle III
    
    
    106,000
    
    
    
    70,000
    
    
    
    6,000
    
    
    
    182,000Mickey P. Foret
    
    
    114,068
    
    
    
    70,000
    
    
    
    0
    
    
    
    184,068Lois M. Martin
    
    
    107,952
    
    
    
    70,000
    
    
    
    6,390
    
    
    
    184,342Krish A. Prabhu, Ph.D
    
    
    114,000
    
    
    
    70,000
    
    
    
    0
    
    
    
    184,000John E. Rehfeld
    
    
    117,051
    
    
    
    70,000
    
    
    
    5,000
    
    
    
    192,051David A. Roberts
    
    
    103,000
    
    
    
    70,000
    
    
    
    10,050
    
    
    
    183,050William R. Spivey, Ph.D
    
    
    191,500
    
    
    
    70,000
    
    
    
    0
    
    
    
    261,500Larry W. Wangberg
    
    
    110,750
    
    
    
    70,000
    
    
    
    0
    
    
    
    180,750John D. Wunsch
    
    
    107,000
    
    
    
    70,000
    
    
    
    0
    
    
    
    177,000
 
 (1)
    
    The amounts in this column are calculated based on the fair market value
of our common stock on the date the award was made in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718. Each
non-employee director received 10,687 RSUs on February 10, 2010.(2)
    
    As of September 30, 2010, the members of our Board held RSUs and shares
issuable pursuant to stock options as follows: for Mr. Boyle, (a) 45,237 RSUs and
(b) 10,535 stock options; for Mr. Foret, (a) 45,237 RSUs and (b) 20,564 stock
options; for Ms. Martin, (a) 45,237 RSUs and (b) 16,696 stock options; for Dr.
Prabhu, (a) 38,544 RSUs and (b) 0 stock options; for Mr. Rehfeld, (a) 44,591 RSUs
and (b) 16,696 stock options; for Mr. Roberts, (a) 38,544 RSUs and (b) 0 stock
options; for Dr. Spivey, (a) 45,923 RSUs and (b) 16,696 stock options; for Mr.
Wangberg, (a) 45,237 RSUs and (b) 34,945 stock options; and for Mr. Wunsch (a)
47,732 RSUs and (b) 23,409 stock options.(3)
    
    The amounts represent charitable contributions made by ADC on behalf of the
directors under the CLIC Program and the Matching Gift Program. These programs are operated on a calendar year basis. Mr. Roberts and Ms. Martins totals include some payments
made in fiscal 2010 for calendar year 2009 activity. Review of Director Compensation
  EXECUTIVE COMPENSATION
 Compensation Committee Report
  
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Compensation Discussion and Analysis
 Introductory Note
  Executive Summary
   (1)
    
    We limited the salary increase budget levels for all of our employees worldwide
 for fiscal 2010 to be consistent with
the reduced levels implemented in fiscal 2009. As a result, our named
executive officers received salary increases of 2.0%.(2)
    
    We did not increase the number of shares subject to our annual equity grants made
in November, 2009 despite the fact our stock price declined significantly between the
time we initially determined the number of shares that would be subject to equity award
grants and the grant date due to the administrative delay between the
time equity value is determined and the grant date. As a result, the values of the equity grants that were
delivered to our executives were significantly lower than originally planned; and(3)
    
    With respect to executive and employee incentive programs, we added an operating
expense cost reduction goal to encourage and reward our employees for their efforts in
reducing costs through a variety of process improvement and cost reduction initiatives.
   
    
    Base salary;
    
    Annual, performance-based cash incentives;
    
    Long-term incentives;
    
    Benefits and perquisites; and
    
    A change-in-control severance pay plan and other severance pay arrangements and
practices.
  The Role of the Compensation Committee
  89




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The Role of the Compensation Consultant
  
    
    Our executive compensation policies, practices and designs;
    
    The mix of compensation established for our named executive officers as compared to
our peer group and other selected market survey data;
    
    Market trends and competitive practices in executive compensation; and
    
    The specific compensation package for our Chairman, President and Chief Executive
Officer, Mr. Switz.
   The Role of Executive Management in the Process of Determining Executive Compensation
  Key Considerations and Process
 Program Objectives and Reward Philosophy
  
    
    Pay for performance. Our compensation program must motivate our named executive
officers to drive ADCs business and financial results and is designed to reward both
near-term performance as well as sustainable performance over a longer
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period. We believe the at risk portion of total compensation (i.e., the incentive programs
under which the amount of compensation realized by the executive is not guaranteed and
increases with higher levels of performance or decreases with lower levels of performance)
should be the largest component of an executives compensation. Because we seek to balance
rewards for both near-term as well as longer-term performance, we believe executives
are driven to grow our business without undue incentive to take risks that would materially
harm our business in the short-term or threaten the long-term sustainability of our business.
 
    
    Competitive pay. Competitive compensation programs are important to attract and retain
a high-performing executive team. We believe that total compensation for our executive
officers should be within the median range of the total compensation for executives at
companies with whom we compete for executive talent.
The Compensation Committee considers a range around median to account
for variability in market data. For our CEO, the median range is
defined as the median of compensation
earned by similarly situated executives employed by companies within
our peer group.
For our named executive officers
other than our CEO, the median range is defined as the median of compensation (base salary,
short-term incentives and long-term incentives) earned by similarly-situated executives
employed by companies within our peer group and also those executives employed by companies
included in market surveys we analyze.
Market surveys are used to balance peer group information since not
all executive positions are reported by peer companies.
 
    
    Alignment with shareowners.Our executives interests must be aligned with the
interests of our shareowners. A key objective of our compensation program is to motivate
and reward our executives to drive performance which leads to the enhancement of long-term
shareowner value. A key compensation element in this regard is the use of equity
compensation awards.
 
    
    Retention.Given the volatility of the current worldwide economic situation, a critical
objective is the retention of our management team to ensure continuity of the business.
 Analysis of Risk Taking Behaviors.
  
    
    Providing executives with competitive base salaries that typically are within the median
range for executives at companies with whom we compete for executive talent. We believe
this helps to mitigate risk-taking behaviors while also providing an incentive for
executives to retain their employment with us;
    
    Generally utilizing a mix of compensation elements that is within the median range for
the mix of executive compensation provided by companies in our peer group and market survey
data we review. In this regard, we believe our compensation programs do not encourage risk
taking behaviors in a manner that is materially different from our peers;
    
    Reliance upon rigorous business and financial planning processes to establish financial
and business performance metrics for incentive plans that, while challenging, are designed
to be achievable. We believe the establishment of aggressive but realistic and achievable
targets mitigates the potential that our executives will engage in excessive risk-taking
behaviors;
    
    Limiting the amount of payouts available to executives under short-term cash based
incentive programs such as our EMIP and MIP. By limiting potential payouts under these
incentive programs, we believe we mitigate the potential that our executives will engage in
excessive risk-taking behaviors that might compromise our long-term viability;
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
    
    Utilizing ranges of performance to determine the amount of incentive compensation an
executive will receive under both short-term and longer-term performance-based incentive
programs. We believe this approach is less likely to encourage risk-taking behaviors than
a measurement that provides the executive with an all or nothing basis for compensation;
 
    
    Utilizing a variety of performance measures (e.g., net sales, operating income, earnings
per share, etc.) when structuring short-term and long-term incentive plans as opposed to a
single measure that could cause executives to focus their attention on limited aspects of
our business performance to the detriment of other performance aspects;
    
    Providing executives with long-term equity-based compensation awards each year. We
believe that as executives accumulate these awards over a period of years they become
incented to take actions that promote the longer-term sustainability of our business;
    
    Utilizing stock ownership guidelines that encourage executives to retain a significant
long-term position in our common stock and thereby incent them to work to retain the
long-term sustainability of our business; and
    
    Providing almost every ADC employee with variable pay where some portion of each
employees pay is at-risk and tied to ADCs success. We believe this enhances teamwork and
encourages diligence in ensuring we are doing the right things to be
successful.
  Competitive Market Assessment .
 
    
    Compensation Peer Group Information. For fiscal 2010, the Compensation Committee
considered executive compensation information from the proxy statements of 18 peer group
public companies with revenues ranging from $0.5 billion to $4.0 billion. The peer group
is composed primarily of communications infrastructure companies. In addition to a
comparable revenue range, the selection of companies for inclusion within the peer group
was also based upon a consideration of whether each selected company has a comparable range
of total assets and market capitalization. Each year, the Compensation Committee reviews
the list of companies comprising the peer group and the list can be modified by the
Committee. For fiscal 2010, the following companies were included in our comparison peer
group for executive compensation purposes:
 Fiscal 2010 Comparison Peer Group
 3Com Corporation
    
    CommScope, Inc.
    
    Powerwave TechnologiesAdtran, Inc.
    
    Global Crossing
    
    Tellabs, Inc.Amphenol Corporation
    
    Hughes Communications, Inc.
    
    Thomas & Betts Corp.Arris Group
    
    JDS Uniphase, Inc.Belden, Inc.
    
    Molex, Inc.Black Box
    
    NETGEARBrocade Communications
    
    Polycom, Inc.Ciena
 For fiscal 2010 we enlisted our independent consultant to the Compensation Committee to help
us review our list of peer companies. The focus of this review was not only on industry and
size, but global footprint and complexity. As a result, several companies were dropped from
our list as they did not fully meet our new criteria. These included: Avocent, General
Cable, Harris Corporation, Quanta Services, and Superior Essex. Brocade, Global Crossing and NETGEAR were added to the
list as they are companies of a similar size, business complexity and global footprint as us.
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
    
    Aon-Radford Executive Survey. This survey provides base salary and short-term and
long-term incentive information for United States-based high-technology and manufacturing
companies. The Compensation Committee considers information for companies included in this
survey with revenues ranging from $1 billion to $3 billion.
    
    Watson Wyatt Survey Report on Top Management. We obtained information from the
manufacturing super sector segment of this survey, which includes companies with revenues
ranging from $0.5 billion to $2.5 billion. This survey includes data on base salary and
short-term and long-term incentive compensation.
    
    Hewitt Total Compensation Measurement.Hewitt provides a broad-based comprehensive
executive compensation survey in the United States which includes base salary and incentive
information. The companies in the Hewitt survey that we considered were in the $1.0 billion
to $2.5 billion revenue range.
    
    Buck Consultants Summary Trends in Global Equity Compensation. This report is based on
a survey of long-term incentive compensation programs at primarily United States-based
publicly-held high technology companies that collectively make equity grants in over 35
countries.
  Financial and Strategic Objectives .
 Considerations for Mr. Switz .
 
    
    An annual assessment of his performance conducted by our Governance Committee (based
on evaluations from the entire Board);
    
    Mr. Switzs tenure, skills and experience;
    
    The financial and strategic results achieved by ADC for the last fiscal year relative
to the pre-established objectives in our annual operating plan and three-year strategic
plan;
    
    The financial plans and strategic objectives for the next fiscal year;
    
    Input from the independent compensation consultant retained by the compensation Committee; and
    
    Other strategic and operational factors critical to the long-term success of our
business (e.g. succession planning and transition).
   th
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Considerations for Other Named Executive Officers .
 
    
    Mr. Switzs assessment of the named executive officers individual performance and
contributions to ADCs performance for the most recent fiscal year as well as the
performance and contributions made over a sustained period of time (through both
positive and negative business cycles);
    
    The named executive officers tenure and experience;
    
    ADCs business and financial performance for the last fiscal year relative to
pre-established objectives;
    
    The market survey and peer group competitive data described above applicable to each named executive officers
specific position at ADC;
    
    Mr. Switzs recommendations regarding compensation levels for the other named
executive officers;
    
    Input from the independent consultant retained by the Compensation Committee;
    
    An assessment of the named executive officers ability to take on additional
responsibility in the future; and
    
    An evaluation of the skill set of each named executive officer, including an
assessment of how effective or unique the skill set is, how difficult it would be to
replace the executive and the relative importance of the skill set to the accomplishment
of our business objectives.
 Application of Objectives and Reward Philosophy to our Fiscal 2010 Executive Compensation
Program
 Compensation Mix .
 Fiscal 2010 Compensation Mix.
 Fiscal 2010 Total Compensation Mix (1)
 Percent of Performance-Based
    
    Percent of TotalPercent of Total Compensation that is:
    
    Total Compensation that is:
    
    Compensation That is:Performance-
    
    
    
    Annual
    
    
    
    Cash-
    
    Equity-Based(2)
    
    Fixed (3)
    
    (4)
    
    Long-Term (5)
    
    Based (6)
    
    Based (7)Robert E. Switz
    
    74%
    
    26%
    
    35%
    
    65%
    
    52%
    
    48%James G. Mathews
    
    59%
    
    41%
    
    49%
    
    51%
    
    70%
    
    30%Patrick D. OBrien
    
    60%
    
    40%
    
    47%
    
    53%
    
    68%
    
    32%Kimberly S. Hartwell
    
    57%
    
    43%
    
    52%
    
    48%
    
    72%
    
    28%Jeffrey D. Pflaum
    
    54%
    
    46%
    
    48%
    
    52%
    
    72%
    
    28%
 
 (1)
    
    For purposes of this table, total compensation includes the sum
of base salary, target annual cash incentive compensation, the face value, at
the time of grant, of full-value shares (including performance-based restricted
stock units at target performance) and the present value of stock options used
as long-term equity incentive compensation.(2)
    
    Target annual cash incentive value plus long-term incentive value
divided by total compensation.(3)
    
    Base salary divided by total compensation. 94




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(4)
    
    Target annual cash incentive value divided by the sum of target annual cash
incentive value plus long-term incentive value.(5)
    
    Long-term incentive value divided by the sum of target annual cash incentive value
plus long-term equity incentive values.(6)
    
    Base salary plus target annual cash incentive value divided by total
compensation.(7)
    
    Long-term incentive value divided by total compensation. Analysis
 Base Salaries.
 Fiscal 2010 Base Salaries.
  Fiscal 2010 Base Salary Table
 Annualized PercentFiscal 2009
    
    Fiscal 2010
    
    Increase in 2010Robert E. Switz
    
    $757,000
    
    $772,140
    
    2.0%James G. Mathews
    
    $340,000
    
    $346,800
    
    2.0%Patrick D. OBrien
    
    $345,000
    
    $351.900
    
    2.0%Kimberly S. Hartwell
    
    $306,000
    
    $312,120
    
    2.0%Jeffrey D. Pflaum
    
    $306,000
    
    $312,120
    
    2.0%
  Analysis
 Annual Cash Incentives .
 Annual Cash Incentive Plans.
 
    
    The 2010 EMIP, in which Mr. Switz is the only participant; or
    
    The 2010 MIP, in which all other named executive officers
participate.
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R. Switz
    
    J. Matthews
    
    P. OBrien
    
    K. Hartwell
    
    J. Pflaum% of Target Annual Incentive Opportunity
    
    EMIP
    
    MIP
    
    MIP
    
    MIP
    
    MIPADC-Level Net Sales
    
    25%
    
    25%
    
    12.5%
    
    25%
    
    25%ADC-Level Adjusted Operating Income
    
    50%
    
    25%
    
    12.5%
    
    25%
    
    25%ADC-Level OpEx Reduction
    
    25%
    
    25%
    
    25%
    
    25%
    
    25%GCS Business Unit Net Sales
    
    0%
    
    0%
    
    12.5%
    
    0%
    
    0%GCS Business Unit Adjusted Operating Income
    
    0%
    
    0%
    
    12.5%
    
    0%
    
    0%Individual Business Objectives
    
    0%
    
    25%
    
    25%
    
    25%
    
    25%
   Fiscal 2010 Incentive Plan Performance Goals and Results.
 
    
    Proforma Operating Income: Operating income is a key
measure of our overall business success. This is calculated as net sales less all
expenses incurred to produce our products or deliver our services. Expenses include
direct material and labor costs as well as regional and business unit costs,
including engineering, sales and marketing
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expenses, and corporate overhead costs. The calculation of proforma operating income
does not include interest income, interest expense, income tax or other non-operating
income. It also excludes restructuring and other one-time expenses that are not
reflective of the results of our ongoing business operations.
    
    Net Sales: Net sales is commonly used as a key
performance measure both in our peer group and among United States public companies
in general. The amount of net sales was determined in accordance with Generally
Accepted Accounting Principles (GAAP) for goods shipped or services provided to third
party customers, net of returns received and discounts.
    
    Operating Expense (OpEx) Reduction: In 2010, aggressive
reductions to our operating expenses were key to achieving our overall Operating
Income objectives. Operating expense is the annualized company-wide operating
expense including sales, general, administrative and research and development costs
excluding all incentives. We based our target as a reduction from fiscal 2009s operating
expense levels.
 The following table sets forth the business goals for the fiscal 2010 MIP and the
corresponding financial results for the year:
 Fiscal 2010 Incentive Plan Business Performance Goals and Results
 Fiscal 2010 Target
    
    Fiscal 2010 Results
    
    Incentive PayoutMetric(2)
    
    ($)
    
    ($)
    
    Percentage (1)ADC-Level Net Sales
    
    
    1,066.2
    
    
    
    1,156.6
    
    
    
    184
    %ADC-Level Adjusted Operating Income
    
    
    17.0
    
    
    
    59.1
    
    
    
    200
    %ADC-Level OpEx Reduction
    
    
    16.0
    
    
    
    25.6
    
    
    
    180
    %GCS Business Unit Net Sales
    
    
    857.4
    
    
    
    868.7
    
    
    
    115
    %GCS Business Unit Adjusted Operating Income
    
    
    34.6
    
    
    
    79.1
    
    
    
    200
    %
 
 (1)
    
    This column shows the actual composite payout percentage relative to the target for
each particular business performance metric in the 2010 MIP.(2)
    
    The combined ADC level metrics accounted for 75% of the total targeted 2010 MIP
opportunity for Mr. Mathews, Ms. Hartwell and Mr. Pflaum and 50% of the total targeted
2010 MIP opportunity for Mr. OBrien. For named executive officers other than Mr. Switz,
25% of the incentive plan payout is based on achieving individual performance objectives.
The combined ADC level metrics accounted for 100% of the 2010 EMIP opportunity for Mr.
Switz. The combined Global Connectivity Solutions (GCS) business unit metrics accounted
for 25% of the total targeted 2010 MIP opportunity for Mr. OBrien. 97




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Fiscal 2010 Annual Incentive Summary
 Fiscal 2010
    
    
    
    
    
    Actual Fiscal 2010Fiscal 2010
    
    MIP/EMIP
    
    
    
    
    
    MIP/EMIPEligible
    
    as a % of
    
    Total Fiscal 2010
    
    Payout as a %Name
    
    Base Salary($)
    
    Base Salary
    
    Award($)
    
    of Target IncentiveRobert E. Switz
    
    
    767,831
    
    
    
    100
    %
    
    
    1,466,365
    
    
    
    191.0
    %James G. Mathews
    
    
    344,865
    
    
    
    70
    %
    
    
    446,980
    
    
    
    185.2
    %Patrick D. OBrien
    
    
    349,936
    
    
    
    70
    %
    
    
    445,361
    
    
    
    181.8
    %Kimberly S. Hartwell
    
    
    310,378
    
    
    
    70
    %
    
    
    404,998
    
    
    
    186.4
    %Jeffrey D. Pflaum
    
    
    310,378
    
    
    
    55
    %
    
    
    326,377
    
    
    
    191.2
    %
 Analysis
 Long-Term
Incentives
 Program Design for Long-Term Incentives. th
 
    
    Align the interests of our executive officers with the interests of our
shareowners through stock awards which have multi-year vesting requirements and which
provide a significant incentive for executives to focus on increasing long-term
shareowner value;
    
    Provide a competitive total compensation package based upon our assessment of our
peer group and other market survey data described earlier in this CD&A; and
    
    Provide a financial incentive to help retain our executives over a multi-year
period.
  Long-Term Incentive Awards Impacting Fiscal Year 2010 Executive Compensation.
 
    
    Incentive stock options (ISOs) and non-qualified stock options. Stock
options are a contract between the company and the option holder under which the
option holder may purchase a share of ADC stock in the future at a pre-set
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exercise price. Our stock options are granted on the date that they are approved by
the Compensation Committee at an exercise price equal to the final closing price of
the stock as reported on the NASDAQ Global Select Market on the date of grant. Stock
options granted in fiscal 2010 vest ratably over a four-year period and have a
seven-year term, subject to earlier vesting upon the occurrence of certain events.
The primary difference between ISOs and non-qualified stock options is the income tax
treatment to ADC and the option holder upon exercise. We issued a combination of ISOs
and non-qualified stock options in fiscal 2010 to provide potential tax advantages to
ADC and our executives to the extent permitted under U.S. income tax regulations. As
the potential value ultimately realized by the option holder upon exercise increases
with improvement in our stock price, stock options provide incentive for our
executives to drive performance leading to increases in long-term shareowner value.
    
    Performance-based restricted stock units.A PSU is an award that
converts into shares of ADC common stock on a one-for-one basis when certain
pre-established vesting criteria are met. Vesting of PSUs is contingent on both
continued employment during a three-year vesting period and company-wide achievement
of one-year and cumulative adjusted earnings per share (EPS) targets during a
three-year performance period. PSUs are also subject to earlier vesting upon the
occurrence of certain events. Starting with PSUs granted in fiscal 2009, the PSU
vesting formula has provided that 75% of the value of the PSU grant is earned based
upon the achievement of the first years EPS target, while the remaining 25% is
earned based upon the achievement of the cumulative three-year EPS target.

The Compensation Committee determined that a current-year EPS target
should be included due to the increased difficulty of establishing a
three-year target during this period of economic uncertainty.

For grants made prior to fiscal 2009, the PSU vesting formula provided that 100% of the
value of the PSU grant is based upon the achievement of the cumulative three-year
PSU target. The PSUs granted during fiscal 2010 have a range of
potential payout amounts from 0% to 200% of the targeted value of the awarded PSUs.
Due to the three-year vesting period and the general uncertainty regarding the
global economy, including the telecommunications industry, the likelihood that the
performance target will be achieved may vary greatly from time to time. The company
evaluates the likelihood of achieving the performance targets for PSUs at each
quarterly financial reporting period.
 PSUs Granted During Fiscal 2010. In fiscal 2010, as part of the goal
setting process for PSUs, the Compensation Committee reviewed the planned results
of our three-year strategic financial plan, a plan developed by our senior
executives and approved by the Board. The Compensation Committee also considered
the performance goals for outstanding PSU grants from prior years for which the
performance vesting period is not yet completed, as well as competitive market
practices. We presently believe there is a greater than 75% likelihood that the
performance criteria for these PSUs will be achieved. This estimate is subject to
change and neither the Compensation Committee, nor ADC, can give any assurances
that this estimation will remain the same. None of our named executive officers
for fiscal 2010 elected to receive PSUs under our Equity Choice Program, which is
described below.PSUs Granted During Fiscal 2009. We presently believe there is less than a
10% likelihood that the performance criteria for these PSUs will be achieved.
Therefore, we are not currently accruing expenses for fiscal 2009 PSU grants. This
estimation is subject to change and neither the Compensation Committee, nor ADC,
can give any assurances that this estimations will remain the same.On September
30, 2009, the Compensation Committee approved a special one-time grant of 209,832
PSUs to Mr. Switz. The vesting of these restricted stock units is subject to the
satisfaction of performance criteria related to the Boards succession planning and
transition process for the Chief Executive Officer position. If the CEO succession
planning and transition performance criteria are satisfied, these restricted stock
units are scheduled to vest on December 31, 2011. We currently
believe there is more than a 50% likelihood this award will vest.
This estimation is subject to change and neither the Compensation
Committee, nor ADC, can give any assurances that this estimation will remain the same.PSUs Granted During Fiscal 2008. The performance criteria for these PSUs
were not met and the PSUs will expire in January 2011.PSUs Granted During Fiscal 2007. Subject to each recipients continued
employment with ADC through January 11, 2010, the fiscal 2007 PSUs vested because
we achieved a cumulative EPS during the performance period that exceeded the
financial performance threshold. An EPS target of $1.62 for the fiscal 2007 PSUs
was established by calculating a 6% compounded annual growth rate based on our
fiscal 2006 EPS, the baseline years actual achievement. The Compensation
Committee arrived at the 6% growth rate based on an average U.S. gross domestic
product growth rate of 3% plus a forecasted telecommunications infrastructure
industry growth rate of 3%. No adjustments were made for the fiscal year 2007 PSU
grants due to the change in fiscal year.Starting with fiscal 2007 PSU awards, the Compensation Committee expressly reserved the discretion to
take into account extraordinary circumstances and material unforeseen events that
 99




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may occur during the performance measurement period when calculating performance
against the EPS target.

Each year the Compensation Committee reviews the EPS results to
determine whether any adjustments are needed to account for such
extraordinary and unforeseen events.

To date, the Compensation Committee has exercised this
discretion on three occasions. Once, to exclude a special $10 million contribution
by ADC to the ADC Foundation, the proceeds of which will be used for charitable
purposes. The second occasion was to exclude the impairment charges related to
auction rate securities held by ADC due to the fact that such charges arose from
extraordinary developments in the credit markets and did not reflect the on-going
performance of our business operations. The third occasion was to exclude the
impairment charges and goodwill associated with writedowns mandated under U.S.
GAAP, which were necessitated by the sustained decline in ADCs market
capitalization below book value as a result of the global economic crisis. These
actions were taken into account for all performance-based equity and cash unit
grants made in fiscal 2007, 2008 and 2009.
 
    
    Time-based restricted stock units. An RSU is an award that converts into
shares of ADC common stock on a one-for-one basis once a time-based vesting
requirement is met. All RSUs granted in fiscal 2010 vest at the end of a three-year
period following the date of grant or earlier upon the occurrence of certain events,
provided the executive officer remains employed by ADC during the given period.
These awards are designed primarily to attract and retain senior executives.
Because the value of an RSU increases as the market value of our stock increases,
RSUs also provide incentive for award recipients to drive performance that leads to
improvement in the market value of our stock.
    
    Performance-based cash unit. A PCU is an award that converts to cash
(U.S. dollars) on a one-for-one basis when the pre-established vesting criteria are
met. Vesting of PCUs is contingent on both continued employment during the
three-year vesting period and the company-wide achievement of pre-established
adjusted EPS targets over one and three-year performance measurement periods. PCUs
are also subject to earlier vesting upon the occurrence of certain events. The EPS
target has been tied directly to the planned results of our three-year strategic
financial plan. The PCU vesting formula provides that vesting of 75% of the value
of the PCU grant is earned based upon the achievement of the first years EPS
target, while the remaining 25% is earned based upon the achievement of the
cumulative three-year EPS target. As the PCU targets are based on the three-year
strategic financial plan of the company, the targets when set are meant to be a
realistic depiction of the three-year financial aspirations of ADC which, while
challenging, should be achievable. The PCUs granted during fiscal 2010
included a payout range from 0% to 200% of the targeted value of the PCU award. We
are not accruing expenses for the fiscal 2009 PCU grants because it appears unlikely
at this time that the performance criteria for these PCUs will be achieved. Neither
the Compensation Committee, nor ADC, can give any assurance that this estimation
will remain the same.
    
    Superior Performance Long-Term Incentive Program. At the end of fiscal
2009, our Compensation Committee approved the grant of performance-based rights
awards as well as time-based restricted stock units under the Superior Performance
Program. The Superior Performance Program is a special one-time program that was
developed in light of Board planning concerning the eventual retirement of Mr. Switz
as well as the Boards desire to drive higher levels of performance in the face of a
very challenging economic environment. Our named executive officers (other than the
CEO) and other key executives are participants in this program. This program is
intended to incent and reward superior business performance and also provide a
retention incentive over a three fiscal year period. Under the Superior Performance
Program, participants have the opportunity to earn RSUs (or, at the discretion of
the Compensation Committee, restricted cash units) through the achievement of
financial performance that is significantly higher than our recent levels of
financial performance. The performance criteria for this program will be measured on
operating income as a percentage of net sales, adjusted for certain items. Depending
on the level of ADCs adjusted operating income percentage for fiscal 2011,
participants can earn a grant of RSUs (or restricted cash units) with a value at the
time of grant ranging from zero to three times a specified targeted award value. The
target award value for each individual is an amount equal to two times their base
salary at the time the program was implemented. The actual number of RSUs issued
will be calculated based upon the value of our common stock on the date the RSUs are
issued following the determination of ADCs actual adjusted operating income
percentage for fiscal 2011. Upon issuance, these RSUs (or restricted cash units)
would then be further subject to time-based vesting until January 2, 2013, the
intent of which is to ensure the sustainability of performance achieved during
fiscal 2011. By including a further time-based vesting requirement following the
achievement of the performance criteria in fiscal 2011, our Compensation Committee
intended to ensure that the participants in the plan are incented to achieve
superior financial performance that can be sustained over a longer period of time.Participants in the Superior Performance Program also received an award of RSUs that
is subject to time-based vesting requirements tied to continued employment with the
company until January 2, 2013. This grant is intended
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##### Table of Contents



to provide a retention incentive for key executives as we move forward through a very
challenging environment and with the prospect of the eventual future transition of our
CEO.
 Analysis.
 Equity Choice Program
  Executive Stock Ownership Guidelines .
  Officer
    
    Target Ownership of Shares (#)(1)Robert E. Switz
    
    
    122,857James G. Mathews
    
    
    30,000Patrick D. OBrien
    
    
    30,000Kimberly S. Hartwell
    
    
    30,000Jeffrey D. Pflaum
    
    
    24,285
 
 (1)
    
    For purposes of this policy, ownership is defined to include shares of our
common stock acquired and currently held through open market purchases, our 401(k) Plan,
and our 401(k) Excess Plan. The policy excludes all shares that are not fully vested. 101




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Executive Severance Pay .
  Executive Benefits and Perquisites.
 Primary Benefits.
 Cash Allowance in lieu of Perquisites.
 Other Perquisites.
 Charitable Donation Program
 Analysis.
 Accounting, Tax and Financial Considerations
  
    
    Our 2008 Global Stock Incentive Plan (2008 GSIP) was designed to allow for
tax-deductibility of both short- and long-term (e.g., equity) incentive awards under
Section 162(m) of the Internal Revenue Code. For fiscal 2010, we designed the EMIP under
our 2008 GSIP to allow for the tax-deductibility of annual cash incentive awards to the
participating executive, Mr. Switz. Subsequently, our shareowners approved a new 2010
Global Stock Incentive Plan (2010 GSIP) at our annual meeting in February 2010 which
includes the same tax deductibility features as our 2008 GSIP. Payments made under the
plan in fiscal 2010 were tax deductible. We have taken steps to ensure that our
compensation program, and particularly the
Pension
Excess Plan, 401(k) Excess Plan, Executive Change in Control Severance Plan, and Mr.
Switzs employment agreement
comply with the recently implemented regulations on
non-qualified deferred compensation under Section 409A of the Internal Revenue Code.
    
    The Compensation Committee uses a mix of stock options, PSUs, RSUs and, under our
Superior Performance Program, performance-based RSU rights as long-term equity
compensation. A long-term cash component is provided utilizing PCUs. The timing and
amount of expense recorded for each of these various forms of equity awards will vary
depending on the
requirements of SFAS 123(R). The use of these various forms of long-term equity compensation
awards for each of our named executive officers is discussed in greater detail earlier in
this CD&A.
 102




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Note Regarding Fiscal Year End Change . st th
 Summary Compensation Table
  Summary Compensation Table
 Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherSalary
    
    Bonus

    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName and Principal Position
    
    Fiscal Year
    
    ($) (2)
    
    ($)
    
    ($) (3)
    
    ($) (4)
    
    ($) (5)
    
    ($) (6)
    
    ($) (7)
    
    ($)Robert E. Switz
    
    
    2010
    
    
    
    767,831
    
    
    
    0
    
    
    
    753,144
    
    
    
    656,602
    
    
    
    1,466,365
    
    
    
    7,097
    
    
    
    56,983
    
    
    
    3,708,022Chairman, Chief Executive
Officer
    
    
    2009
    (1)
    
    
    695,711
    
    
    
    0
    
    
    
    1,749,999
    
    
    
    1,091,025
    
    
    
    0
    
    
    
    6,537
    
    
    
    76,169
    
    
    
    3,619,441and President
    
    
    2008
    
    
    
    742,415
    
    
    
    0
    
    
    
    1,243,200
    
    
    
    1,025,541
    
    
    
    673,205
    
    
    
    5,180
    
    
    
    109,740
    
    
    
    3,799,281James G. Mathews
    
    
    2010
    
    
    
    344,865
    
    
    
    0
    
    
    
    108,000
    
    
    
    140,940
    
    
    
    446,980
    
    
    
    0
    
    
    
    26,781
    
    
    
    1,067,566Vice President and Chief
Financial
    
    
    2009
    (1)
    
    
    311,808
    
    
    
    0
    
    
    
    315,060
    
    
    
    384,164
    
    
    
    49,110
    
    
    
    0
    
    
    
    29,153
    
    
    
    1,089,295Officer
    
    
    2008
    
    
    
    329,231
    
    
    
    0
    
    
    
    297,480
    
    
    
    245,397
    
    
    
    208,001
    
    
    
    0
    
    
    
    38,567
    
    
    
    1,118,676Patrick D. OBrien
    
    
    2010
    
    
    
    349,936
    
    
    
    0
    
    
    
    120,000
    
    
    
    156,600
    
    
    
    445,361
    
    
    
    0
    
    
    
    27,889
    
    
    
    1,099,786Vice President, President,
    
    
    2009
    (1)
    
    
    316,525
    
    
    
    0
    
    
    
    450,647
    
    
    
    172,874
    
    
    
    52,622
    
    
    
    0
    
    
    
    28,204
    
    
    
    1,020,872Global Connectivity Solutions
    
    
    2008
    
    
    
    335,435
    
    
    
    0
    
    
    
    330,531
    
    
    
    163,596
    
    
    
    211,235
    
    
    
    0
    
    
    
    43,892
    
    
    
    1,084,689Kimberly S. Hartwell
    
    
    2010
    
    
    
    310.378
    
    
    
    0
    
    
    
    87,600
    
    
    
    114,318
    
    
    
    404,998
    
    
    
    0
    
    
    
    24,454
    
    
    
    941,748Vice President
    
    
    2009
    (1)
    
    
    281,238
    
    
    
    0
    
    
    
    385,410
    
    
    
    134,457
    
    
    
    46,756
    
    
    
    0
    
    
    
    18,143
    
    
    
    866,004Global Go To Market
    
    
    2008
    
    
    
    263,346
    
    
    
    0
    
    
    
    276,214
    
    
    
    138,045
    
    
    
    154,053
    
    
    
    0
    
    
    
    24,454
    
    
    
    856,112Jeffrey D. Pflaum
    
    
    2010
    
    
    
    310,378
    
    
    
    0
    
    
    
    81,600
    
    
    
    106,488
    
    
    
    326,377
    
    
    
    0
    
    
    
    23,814
    
    
    
    848,657Vice President, Secretary and
    
    
    2009
    (1)
    
    
    281,238
    
    
    
    0
    
    
    
    356,310
    
    
    
    48,020
    
    
    
    36,737
    
    
    
    0
    
    
    
    24,164
    
    
    
    746,469General Counsel
    
    
    2008
    
    
    
    299,938
    
    
    
    0
    
    
    
    198,823
    
    
    
    98,401
    
    
    
    150,994
    
    
    
    0
    
    
    
    26,125
    
    
    
    774,281
 
 (1)
    
    Salary, Non-Equity Incentive Compensation, Change in Pension Value and Nonqualified
Deferred Compensation Earnings and All Other Compensation amounts represented in the Summary
Compensation Table above reflect payments made to the named executive officers during fiscal
2009, an 11-month, shortened transition fiscal year. In addition, on September 30, 2009 our
executives other than Mr. Switz received two equity award grants under our Superior
Performance Program. These awards included (i) a restricted stock rights agreement pursuant
to which the executive will be granted a time-based RSU at the end of fiscal 2011 with a
one-year vesting period if certain performance criteria are met during our fiscal 2011, and
(ii) an RSU that vests in January, 2013. The targeted value of the RSUs that would be issued
pursuant to the rights agreements is equal to two times the executives base salary as of
October 1, 2009. The actual value of the RSUs to be issued pursuant to the rights agreements
will be 103




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an amount ranging from zero to three times the targeted value depending on the level of our
adjusted operating income as a percentage of net sales in fiscal 2011. This table does not
reflect the grant of the restricted stock rights agreement because as of September 30, 2010 the
RSUs subject to such rights agreement had not been granted. The table does reflect the grant of
the RSUs that vest in January, 2013.(2)
    
    Includes amount deferred at the election of the named executive officer pursuant to the ADC
Telecommunications, Inc. Retirement Savings Plan and the ADC Telecommunications, Inc. 401(k)
Excess Plan.(3)
    
    The amounts shown in this column for fiscal 2010 represent the grant date fair values of the RSU awards made in fiscal 2010 in accordance with ASC Topic
718, based on the closing share price of our common stock on the date of grant. None of our named executive officers elected to receive PSUs in fiscal 2010 under our Equity
Choice Program described above.For fiscal 2009, the amounts include the grant date fair market value of RSU and PSU awards (at target) made in fiscal 2009 in
accordance with ASC Topic 718 as follows: Mr. Switz, $0 for RSUs and $1,749,999 for PSUs; Mr. Mathews, $315,060 for RSUs and $0 for PSUs;
Mr. OBrien, $450,647 for RSUs and $0 for PSUs; Ms. Hartwell, $385,410 for RSUs and $0 for PSUs; and Mr. Pflaum, $319,935 for RSUs
and $36,375 for PSUs. For fiscal 2009, the grant date fair values of the maximum payout amounts for the PSUs were as follows: Mr. Switz,
$1,749,999, Mr. Mathews, $0, Mr. OBrien, $0, Ms. Hartwell, $0, and Mr. Pflaum, $72,750. The fiscal 2009 award
values were recalculated from amounts disclosed in prior years to reflect their grant date values, as required by SEC rules effective
for 2010.For fiscal 2008, the amounts include the grant date fair market value of RSU and PSU awards (at target) made in fiscal 2008 in
accordance with ASC Topic 718 as follows: Mr. Switz, $0 for RSUs and $1,243,200 for PSUs; Mr. Mathews, $0 for RSUs and $297,480 for PSUs;
Mr. OBrien, $132,205 for RSUs and $198,326 for PSUs; Ms. Hartwell, $110,484 for RSUs and $165,730 for PSUs; and Mr. Pflaum $79,529
for RSUs and $119,294 for PSUs. For fiscal 2008, the grant date fair values of the maximum payout amounts for the PSUs were as follows:
Mr. Switz, $2,486,400; Mr. Mathews, $594,960; Mr. OBrien; $396,652; Ms. Hartwell, $331,460; and Mr. Pflaum, $238,588. The fiscal
2008 award values were recalculated from amounts disclosed in prior years to reflect their grant date values, as required by SEC rules
effective for 2010.(4)
    
    The amounts shown in this column represent the grant date fair values of stock option
awards. In accordance with ASC Topic 718, the grant date fair values for these awards have
been determined using the Black-Scholes method and based on the assumptions set forth in Note
12 (Share-Based Compensation) to our audited financial statements included in our Annual
Reports on Form 10-K for the fiscal years ended September 30, 2010 and 2009 and October 31,
2008, except that the assumption related to forfeiture is not included in the calculations for
these purposes. The fiscal 2009 and fiscal 2008 award values were recalculated from amounts
shown in prior proxy statements to reflect their grant date values, as required by SEC rules
effective for 2010.(5)
    
    As a result of actual financial business performance against pre-established goals, each of
the named executive officers earned awards under our 2010 MIP (or in Mr. Switzs case, the
2010 EMIP) as depicted on the Fiscal 2010 Annual Incentive Summary table earlier in the CD&A.
Cash incentive awards earned under the 2010 EMIP and 2010 MIP will be paid in December, 2010.(6)
    
    The amounts in this column reflect the actuarial increase in the present value of the named
executive officers benefits under the ADC Telecommunications, Inc. Pension Excess Plan, which
utilizes the mortality table prescribed in Section 417(e)(3) of the Internal Revenue Code at
4.0%. We do not have any above market earnings under our nonqualified deferred compensation
plan.(7)
    
    The following table details the amounts shown in this column: Fiscal 2010 All Other Compensation
 Company
    
    Company
    
    
    
    
    
    Reimburse-Match on
    
    Match on
    
    
    
    
    
    ment ofQualified
    
    401(k)
    
    Perquisite
    
    Club Dues401(k) Plan
    
    Excess
    
    Allowance ($)
    
    and Fees
    
    Other ($)Name
    
    ($)
    
    Plan ($)
    
    (a)
    
    ($)
    
    (b)
    
    Totals ($)Robert E. Switz
    
    
    7,120
    
    
    
    15,685
    
    
    
    24,092
    
    
    
    9,543
    
    
    
    543
    
    
    
    56,983James G. Mathews
    
    
    6,250
    
    
    
    4,469
    
    
    
    16,062
    
    
    
    
    
    
    
    
    
    
    
    26,781Patrick D. OBrien
    
    
    7,100
    
    
    
    4,727
    
    
    
    16,062
    
    
    
    
    
    
    
    
    
    
    
    27,889Kimberly S. Hartwell
    
    
    3,392
    
    
    
    0
    
    
    
    16,062
    
    
    
    
    
    
    
    5,000
    
    
    
    24,454Jeffrey D. Pflaum
    
    
    7,137
    
    
    
    1,638
    
    
    
    10,039
    
    
    
    
    
    
    
    5,000
    
    
    
    23,814
 
 (a)
    
    Allowance paid to named executive officers in lieu of providing
them with certain perquisites.(b)
    
    The amount for Mr. Switz represents the aggregate incremental cost to the
company of an ADC fleet vehicle and the amounts for Ms. Hartwell and Mr. Pflaum represent contributions made on their behalf under our CLIC program. 104




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Grants of Plan-Based Awards
  Fiscal 2010 Grants of Plan-Based Awards
 All Other
    
    All OtherStock
    
    Option
    
    
    
    
    
    GrantAwards:
    
    Awards:
    
    Exercise
    
    Date FairEstimated Future
    
    Estimated Future
    
    Number
    
    Number of
    
    or Base
    
    ValuePayouts Under Non-Equity
    
    Payouts Under Equity
    
    of Shares
    
    Securities
    
    Price of
    
    of StockIncentive Plan Awards
    
    Incentive Plan Awards
    
    of Stock
    
    Underlying
    
    Option
    
    andGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or Units
    
    Options
    
    Awards
    
    OptionName
    
    Date
    
    ($) (1)
    
    ($) (1)
    
    ($) (1)
    
    (#)
    
    (#)
    
    (#)
    
    (#) (2)
    
    (#) (3)
    
    ($/Sh)
    
    Awards (4)Robert E. Switz
    
    
    n/a
    
    
    
    0
    
    
    
    767,831
    
    
    
    2,303,493
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    209,643
    
    
    
    6.00
    
    
    
    656,60211/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,524
    
    
    
    
    
    
    
    6.00
    
    
    
    753,144James G. Mathews
    
    
    n/a
    
    
    
    0
    
    
    
    241,405
    
    
    
    482,810
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    6.00
    
    
    
    140,94011/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    
    
    
    
    6.00
    
    
    
    108,000Patrick D. OBrien
    
    
    n/a
    
    
    
    0
    
    
    
    244,955
    
    
    
    489,911
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    6.00
    
    
    
    156,60011/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    6.00
    
    
    
    120,000Kimberly S. Hartwell
    
    
    n/a
    
    
    
    0
    
    
    
    217,265
    
    
    
    434,530
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,500
    
    
    
    6.00
    
    
    
    114,31811/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,600
    
    
    
    
    
    
    
    6.00
    
    
    
    87,600Jeffrey D. Pflaum
    
    
    n/a
    
    
    
    0
    
    
    
    170,708
    
    
    
    341,416
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,000
    
    
    
    6.00
    
    
    
    106,48811/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,600
    
    
    
    
    
    
    
    6.00
    
    
    
    81,600
 
 (1)
    
    Represents the possible payout amounts under our 2010 EMIP and 2010 MIP. The actual cash
incentive payout amounts for fiscal 2010 are reflected in the Non-Equity Incentive Plan
Compensation column in the Summary Compensation Table.
Information regarding the performance goals applied under the 2010 EMIP and 2010 MIP is provided under Annual Cash Incentives in the CD&A.(2)
    
    The awards reflected in this column are RSUs granted under our 2008 GSIP that have a three-year vesting
period. The RSUs vest in full on November 23, 2012. If the named executive officers employment
terminates prior to the vesting date as a result of death or disability, a pro-rata portion will be
awarded as soon as administratively feasible after termination of employment. If the named
executive officers employment terminates prior to the vesting date as a result of retirement,
involuntary job elimination or due to divestiture of a company business unit, a pro-rata portion
will be awarded by the company by the end of the scheduled vest date. In the event of a change in
control of the company, the award will vest in full.(3)
    
    The stock options reflected in this column were granted pursuant to our 2008 GSIP and vest in
25% increments on each of November 23, 2010, November 23, 2011, November 23, 2012 and November 23,
2013, as long as the named executive officer is still an employee as of these dates. The entire
option will be fully vested as of November 23, 2013.(4)
    
    ADC utilizes the BlackScholes methodology to value its stock options granted to named
executive officers. The assumptions were: exercise price based on closing price of the date of
grant, seven year term, 4.4 years average time to exercise, 1.056% risk-free interest rate, and
dividend yield of 0%. The calculated Black-Scholes co-efficient was 0.522. 105




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Outstanding Equity Awards at 2010 Fiscal Year-End
 Option Awards(1)
    
    Stock Awards(1)EquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Plan
    
    MarketNumber
    
    
    
    
    
    Awards:
    
    or Payoutof
    
    
    
    
    
    Number of
    
    Value ofShares
    
    Market
    
    Unearned
    
    UnearnedNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    or Units
    
    Value of
    
    Shares,
    
    Shares,Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    of Stock
    
    Shares or
    
    Units or
    
    Units orUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    That
    
    Units of
    
    Other
    
    OtherUnexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Have
    
    Stock That
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Exercise
    
    Option
    
    Not
    
    Have Not
    
    Have Not
    
    Have Not(#)
    
    (#)
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Grant Date
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Date
    
    (#) (2)
    
    ($) (3)
    
    (#) (4)
    
    ($) (3)Robert E. Switz
    
    
    10/31/2000
    
    
    
    5,686
    
    
    
    0
    
    
    
    149.63
    
    
    
    10/31/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/1/2000
    
    
    
    18,571
    
    
    
    0
    
    
    
    155.31
    
    
    
    11/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/31/2001
    
    
    
    21,428
    
    
    
    0
    
    
    
    53.76
    
    
    
    5/31/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/1/2001
    
    
    
    51,833
    
    
    
    0
    
    
    
    30.59
    
    
    
    11/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/27/2002
    
    
    
    96,285
    
    
    
    0
    
    
    
    15.82
    
    
    
    11/27/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8/29/2003
    
    
    
    171,428
    
    
    
    0
    
    
    
    17.43
    
    
    
    8/29/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/16/2004
    
    
    
    142,856
    
    
    
    0
    
    
    
    18.76
    
    
    
    12/16/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2005
    
    
    
    125,000
    
    
    
    0
    
    
    
    23.91
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/18/2006
    
    
    
    105,000
    (7)
    
    
    35,000
    (7)
    
    
    14.59
    
    
    
    12/18/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    70,000
    (7)
    
    
    70,000
    (7)
    
    
    17.76
    
    
    
    12/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/23/2008
    
    
    
    106,500
    (7)
    
    
    319,500
    (7)
    
    
    4.85
    
    
    
    12/23/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    209,643
    (7)
    
    
    6.00
    
    
    
    11/23/201612/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,000
    (5)
    
    
    886,9009/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    209,832
    (9)
    
    
    2,658,57111/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125,524
    
    
    
    1,590,389
    
    
    
    
    
    
    
    James G. Mathews
    
    
    12/30/2005
    
    
    
    14,000
    
    
    
    0
    
    
    
    22.39
    
    
    
    12/30/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/18/2006
    
    
    
    10,200
    (7)
    
    
    3,400
    (7)
    
    
    14.59
    
    
    
    12/18/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4/30/2007
    
    
    
    10,500
    (7)
    
    
    3,500
    (7)
    
    
    18.40
    
    
    
    4/30/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    16,750
    (7)
    
    
    16,750
    (7)
    
    
    17.76
    
    
    
    12/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2008
    
    
    
    37,500
    (7)
    
    
    112,500
    (7)
    
    
    4.85
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    45,000
    (7)
    
    
    6.00
    
    
    
    11/23/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,750
    (5)
    
    
    212,2239/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,777
    (8)
    
    
    478,635
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    228,060
    
    
    
    
    
    
    
    Patrick D. OBrien
    
    
    11/27/2002
    
    
    
    21,428
    
    
    
    0
    
    
    
    15.82
    
    
    
    11/27/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/30/2003
    
    
    
    18,530
    
    
    
    0
    
    
    
    19.67
    
    
    
    12/30/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/3/2004
    
    
    
    12,500
    
    
    
    0
    
    
    
    20.44
    
    
    
    3/3/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/16/2004
    
    
    
    15,457
    
    
    
    0
    
    
    
    18.76
    
    
    
    12/16/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2005
    
    
    
    18,000
    
    
    
    0
    
    
    
    23.91
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/29/2003
    
    
    
    16,304
    
    
    
    0
    
    
    
    19.81
    
    
    
    12/29/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/18/2006
    
    
    
    24,900
    (7)
    
    
    8,300
    (7)
    
    
    14.59
    
    
    
    12/18/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    11,167
    (7)
    
    
    11,166
    (7)
    
    
    17.76
    
    
    
    12/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2008
    
    
    
    16,875
    (7)
    
    
    50,625
    (7)
    
    
    4.85
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    50,000
    (7)
    
    
    6.00
    
    
    
    11/23/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 106




---



##### Table of Contents



Option Awards(1)
    
    Stock Awards(1)EquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Plan
    
    MarketNumber
    
    
    
    
    
    Awards:
    
    or Payoutof
    
    
    
    
    
    Number of
    
    Value ofShares
    
    Market
    
    Unearned
    
    UnearnedNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    or Units
    
    Value of
    
    Shares,
    
    Shares,Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    of Stock
    
    Shares or
    
    Units or
    
    Units orUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    That
    
    Units of
    
    Other
    
    OtherUnexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Have
    
    Stock That
    
    Rights That
    
    Rights ThatOptions
    
    Options
    
    Exercise
    
    Option
    
    Not
    
    Have Not
    
    Have Not
    
    Have Not(#)
    
    (#)
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Grant Date
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    Date
    
    (#) (2)
    
    ($) (3)
    
    (#) (4)
    
    ($) (3)12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,444
    
    
    
    94,315
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,167
    (5)
    
    
    141,48612/15/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,000
    
    
    
    342,090
    
    
    
    
    
    
    
    9/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,333
    (8)
    
    
    485,679
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    253,400
    
    
    
    
    
    
    
    Kimberly S. Hartwell
    
    
    7/30/2004
    
    
    
    7,142
    
    
    
    
    
    
    
    16.38
    
    
    
    7/30/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2005
    
    
    
    5,400
    
    
    
    
    
    
    
    23.91
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/18/2006
    
    
    
    6,375
    (7)
    
    
    2,125
    (7)
    
    
    14.59
    
    
    
    12/18/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/31/2007
    
    
    
    6,750
    (7)
    
    
    2,250
    (7)
    
    
    16.75
    
    
    
    5/31/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    8,000
    (7)
    
    
    8,000
    (7)
    
    
    17.76
    
    
    
    12/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7/31/2008
    
    
    
    2,500
    (7)
    
    
    2,500
    (7)
    
    
    9.46
    
    
    
    7/31/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2008
    
    
    
    13,125
    (7)
    
    
    39,375
    (7)
    
    
    4.85
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    36,500
    (7)
    
    
    6.00
    
    
    
    11/23/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    76,020
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,333
    
    
    
    67,569
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    (5)
    
    
    101,3607/31/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,667
    
    
    
    21,121
    
    
    
    
    
    
    
    7/31/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,500
    (5)
    
    
    31,67512/15/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21000
    
    
    
    266,070
    
    
    
    
    
    
    
    9/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,000
    (8)
    
    
    430,780
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,600
    
    
    
    184,982
    
    
    
    
    
    
    
    Jeffrey D. Pflaum
    
    
    11/1/2001
    
    
    
    15,166
    
    
    
    
    
    
    
    30.59
    
    
    
    11/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/27/2002
    
    
    
    22,857
    
    
    
    
    
    
    
    15.82
    
    
    
    11/27/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3/3/2004
    
    
    
    9,500
    
    
    
    
    
    
    
    20.44
    
    
    
    3/3/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/29/2003
    
    
    
    10,220
    
    
    
    
    
    
    
    19.81
    
    
    
    12/29/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/16/2004
    
    
    
    12,099
    
    
    
    
    
    
    
    18.76
    
    
    
    12/16/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2005
    
    
    
    14,500
    
    
    
    
    
    
    
    23.91
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/18/2006
    
    
    
    17,775
    (7)
    
    
    5,925
    (7)
    
    
    14.59
    
    
    
    12/18/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    6,717
    (7)
    
    
    6,716
    (7)
    
    
    17.76
    
    
    
    12/17/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/15/2008
    
    
    
    4,688
    (7)
    
    
    14,062
    (7)
    
    
    4.85
    
    
    
    12/15/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    34,000
    (7)
    
    
    6.00
    
    
    
    11/23/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,478
    
    
    
    56,736
    
    
    
    
    
    
    
    12/17/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,717
    (5)
    
    
    85,10412/15/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    95,025
    
    
    
    
    
    
    
    12/15/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    (6)
    
    
    95,02512/15/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,500
    (6)
    
    
    37,5009/30/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,000
    (8)
    
    
    430,780
    
    
    
    
    
    
    
    11/23/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,600
    
    
    
    172,312
    
    
    
    
    
    
    
    
 107




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##### Table of Contents



(1)
    
    All awards were made pursuant to our 1991 GSIP or 2008 GSIP.(2)
    
    Awards in this column consist of RSUs granted that have a three-year vesting period.(3)
    
    The value of an outstanding unvested award was calculated based upon the closing price of
ADC common stock on September 30, 2010 of $12.67.(4)
    
    Awards in this column consist of PSUs. Vesting of PSUs is contingent on both continued
employment during the vesting period and the achievement by ADC of a three-year cumulative
adjusted EPS target over a one- and three-year performance measurement period.(5)
    
    These PSUs are for the performance period from November 1, 2007 through October 31, 2010.(6)
    
    These PSUs are for the performance period from November 1, 2008 through September 30,
2011.(7)
    
    These stock options vest at a rate of 25% per year for four years so long as the recipient
remains continuously employed by ADC.(8)
    
    On September 30, 2009 our executives other than Mr. Switz received two equity award grants
under our Superior Performance program. These awards included (i) a restricted stock rights
agreement pursuant to which if certain performance criteria are met during our fiscal 2011 the
executive will be granted a time-based RSU at the end of fiscal 2011 with a one-year vesting
period, and (ii) an RSU that vests in January, 2013. The targeted value of the RSUs that
would be issued pursuant to the rights agreements is equal to two times the executives base
salary as of October 1, 2009. The actual value of the RSUs to be issued pursuant to the
rights agreements will be an amount ranging from zero to three times the targeted value
depending on the level of our adjusted operating income as a percentage of net sales in fiscal
2011. This table does not reflect the grant of the restricted stock rights agreement as at
this time it is uncertain whether and to what extent any RSUs subject to such rights agreement
will ever be granted. This table does reflect the grant of the RSUs that vest in January,
2013.(9)
    
    These PSUs vest contingent upon Mr. Switzs successful implementation of a CEO succession
planning and transition process. 108




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##### Table of Contents



Stock Vested During Fiscal 2010
  Number of Shares
    
    Value RealizedAcquired on Vesting
    
    on VestingName
    
    (#)
    
    ($)(1)Robert E. Switz
    
    
    295,000
    
    
    
    1.832,350James G. Mathews
    
    
    27,600
    
    
    
    213,688Patrick D. OBrien
    
    
    33,200
    
    
    
    223,436Kimberly S. Hartwell
    
    
    17,600
    
    
    
    139,868Jeffrey D. Pflaum.
    
    
    23,700
    
    
    
    159,501
 
 (1)
    
    The value is based upon the closing market price of ADC common stock on the
date of vesting. Pension Benefits
   Pension Benefits
 Number of
    
    Present
    
    PaymentsYears
    
    Value of
    
    DuringCredited
    
    Accumulated
    
    LastService
    
    Benefit
    
    Fiscal YearName
    
    Plan Name
    
    (#)
    
    ($) (1)
    
    ($)Robert E. Switz
    
    Pension Excess Plan
    
    
    17
    
    
    
    78,740
    
    
    
    0James G. Mathews
    
    
    
    
    
    
    
    
    
    
    
    
    Patrick D. OBrien
    
    
    
    
    
    
    
    
    
    
    
    
    Kimberly S. Hartwell
    
    
    
    
    
    
    
    
    
    
    
    
    Jeffrey D. Pflaum
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    An actuarially equivalent value calculated by reference to the interest and mortality
factor in effect at the time of the participants assumed termination of employment (September
30, 2010, the end of our fiscal year) is used to calculate the present value of the
accumulated benefit. The annual interest rate used is the average of the rates for 30-year
treasury securities on each day of the month of November in the year preceding the assumed
termination date. That interest rate was 4.0%. We used mortality assumptions as described in
Section 417(e)(3) of the Internal Revenue Code. The year-over-year change in the actuarial
present value of Mr. Switzs accumulated benefit under the Pension Excess Plan is disclosed in
the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the
Summary Compensation Table. Nonqualified Deferred Compensation
   109




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##### Table of Contents



Fiscal 2010 Nonqualified Deferred Compensation
 Executive
    
    Registrant
    
    Aggregate
    
    
    
    
    
    AggregateContributions
    
    Contributions
    
    Earnings in
    
    Aggregate
    
    Balance atin Last FY
    
    in Last FY
    
    Last FY
    
    Withdrawals/
    
    Last FYEName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Distributions
    
    ($)(4)Robert E. Switz
    
    
    36,598
    
    
    
    15,685
    
    
    
    75
    
    
    
    0
    
    
    
    781,626James G. Mathews
    
    
    8,938
    
    
    
    4,469
    
    
    
    15,352
    
    
    
    0
    
    
    
    104,995Patrick D. OBrien
    
    
    15,756
    
    
    
    4,727
    
    
    
    23,584
    
    
    
    0
    
    
    
    361,502Kimberly S. Hartwell
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Jeffrey D. Pflaum
    
    
    3,276
    
    
    
    1,638
    
    
    
    6,897
    
    
    
    0
    
    
    
    59,615
 
 (1)
    
    The amounts in this column also are reported in the Salary column of the Summary Compensation
Table for fiscal 2010.(2)
    
    ADCs contributions listed in this column also are reported in the All Other Compensation
column of the Summary Compensation Table for fiscal 2010.(3)
    
    The earnings listed in this column represent the change during the last fiscal year in the
value of the underlying mutual fund or ADC stock fund in which the executive officers deferred
amounts were invested and increases in the deferred amounts due to dividends payable upon those
funds.(4)
    
    The amounts in this column include deferrals of cash compensation from prior years that were
reported in the Summary Compensation Table in our proxy statement as follows for the relevant
years: for Mr. Switz, $542,910; for Mr. Mathews, $18,174; for Mr. OBrien, $223,561; and for Mr.
Pflaum, $36,013. The balance for each named executive officer includes the cumulative increase in
value of the investment alternatives in which the deferred amounts are deemed to be invested. Employment, Severance and Change in Control Arrangements
 Employment Agreement with Robert E. Switz
   110




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##### Table of Contents



Executive Change in Control Severance Pay Plan
 
    
    A change in control of the nature that would be reported under Schedule 14A of
Regulation 14A of the Securities and Exchange Act of 1934;
    
    A public announcement that a person has become a beneficial owner pursuant to Section
13(d) of the Securities and Exchange Act of 1934 representing 20% or more of the combined
voting power of our then outstanding securities;
    
    The continuing directors (as defined in the Severance Plan) cease to be a majority of
the Board;
    
    Consummation of a reorganization, merger, consolidation or sale of all or substantially
all of ADCs assets unless the outstanding voting securities of ADC prior to the
transaction continue to represent at least 50% of the voting securities of ADC or the new
company;
    
    Approval by the shareowners of a liquidation or dissolution of ADC; or
    
    The continuing directors (as defined in the Severance Plan) determine in their sole and
absolute discretion that a change in control has occurred.
    Change in Control Provisions in Equity Award Agreements
 111




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##### Table of Contents



Potential Payments Upon Certain Terminations or Changes in Control
 Potential Payments Upon Certain Terminations, Death, Disability or Termination After a Change in Control
 Disability or
    
    Without Cause
    
    
    
    
    
    Termination AfterName
    
    Description
    
    Death
    
    Termination
    
    Retirement
    
    Change in ControlRobert E. Switz
    
    Severance Amount
    
    
    
    
    
    
    3,275,000
    
    
    
    3,275,000
    
    
    
    4,632,840Bonus (fiscal year ending 9/30/2010)
    
    
    1,466,365
    
    
    
    1,466,365
    
    
    
    1,466,365
    
    
    
    1,466,365Value of Accelerated Options(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,896,809Value of Accelerated RSUs(2)
    
    
    
    
    
    
    
    
    
    
    453,152
    
    
    
    1,590,389Value of Accelerated PSUs(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,545,471Value of Benefits Continuation
    
    
    
    
    
    
    4,271
    
    
    
    
    
    
    
    Value of Outplacement Services
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    Excise Tax Gross Up Payment(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,863,135Total
    
    
    1,466,365
    
    
    
    4,753,636
    
    
    
    5,194,517
    
    
    
    18,995,009James G. Mathews
    
    Severance Amount
    
    
    
    
    
    
    433,500
    
    
    
    
    
    
    
    1,179,120Bonus
    
    
    446,980
    
    
    
    446,980
    
    
    
    
    
    
    
    446,980Value of Accelerated Options(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179,900Value of Accelerated RSUs(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    375,394Value of Accelerated PSUs(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,223Value of Benefits Continuation
    
    
    
    
    
    
    3,280
    
    
    
    
    
    
    
    Value of Outplacement Services
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    Excise Tax Gross Up Payment(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    828,899Total
    
    
    446,980
    
    
    
    891,760
    
    
    
    
    
    
    
    4,222,516Patrick D. OBrien
    
    Severance Amount
    
    
    
    
    
    
    439,875
    
    
    
    
    
    
    
    1,196,460Bonus
    
    
    445,361
    
    
    
    445,361
    
    
    
    
    
    
    
    445,361Value of Accelerated Options(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    729,388Value of Accelerated RSUs(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    839,308Value of Accelerated PSUs(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    141,486Value of Benefits Continuation
    
    
    
    
    
    
    3,323
    
    
    
    
    
    
    
    Value of Outplacement Services
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    Excise Tax Gross Up Payment(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    731,659Total
    
    
    445,361
    
    
    
    896,559
    
    
    
    
    
    
    
    4,083,662Kimberly S. Hartwell
    
    Severance Amount
    
    
    
    
    
    
    390,150
    
    
    
    
    
    
    
    1,031,220Bonus
    
    
    404,998
    
    
    
    404,998
    
    
    
    
    
    
    
    404,998Value of Accelerated Options(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    551,369Value of Accelerated RSUs(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    748,365Value of Accelerated PSUs(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133,035Value of Benefits Continuation
    
    
    
    
    
    
    3,323
    
    
    
    
    
    
    
    Value of Outplacement Services
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    Excise Tax Gross Up Payment(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    668,077Total
    
    
    404,998
    
    
    
    806,471
    
    
    
    
    
    
    
    3,537,064Jeffrey D. Pflaum
    
    Severance Amount
    
    
    
    
    
    
    390,150
    
    
    
    
    
    
    
    967,572Bonus
    
    
    326,377
    
    
    
    326,377
    
    
    
    
    
    
    
    326,377Value of Accelerated Options(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336,745Value of Accelerated RSUs(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456,677Value of Accelerated PSUs(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,680Value of Accelerated PCUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,500Value of Benefits Continuation
    
    
    
    
    
    
    3,280
    
    
    
    
    
    
    
    Value of Outplacement Services
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    Excise Tax Gross Up Payment(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,755Total
    
    
    326,377
    
    
    
    727,807
    
    
    
    
    
    
    
    2,889,306
 
 (1)
    
    Value computed for each stock option grant by multiplying (i) the difference
between (a) $12.67, which was the closing market price of a share of our common
stock on September 30, 2010, the last business day of fiscal 112




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##### Table of Contents



2010 and (b) the
exercise price per share for that option grant, by (ii) the number of shares
subject to that option grant.(2)
    
    Awards in this row consist of RSU grants that have a three-year
vesting period. If the named executive officers employment is terminated
prior to the vesting date as a result of death or disability, a pro-rata
portion will be awarded as soon as administratively feasible after
termination of employment. Additionally, if the named executive officers
employment terminates prior to the vesting date as a result of
retirement, involuntary job elimination or due to divestiture of a
company business unit, a pro-data portion will be awarded by
the scheduled vest date. In the event of a change in control of ADC, the
RSUs will vest in full. Value determined by multiplying the number of RSUs that
 vest by $12.67, the closing market price of a share of
 our common stock on September 30, 2010, the last business day of fiscal 2010.(3)
    
    Awards in this row consist of PSUs. Vesting of PSUs is contingent on
both continued employment during the vesting period and the achievement
by ADC of a three-year cumulative adjusted EPS target over a one-and
three-year performance measurement period. If the named executive
officers employment terminates during the performance period as a result
of death or disability, a pro-rata portion will be awarded as soon as
administratively feasible after termination of employment. If the award
recipients employment terminates during the performance period as a
result of retirement, involuntary job elimination or due to divestiture
of a company business unit, a pro-rata portion will be awarded only if
the performance measure is achieved by the end of each fiscal year within
the performance period. In the event of a change in control of ADC, the
award will vest in full. Value determined by multiplying the number of PSUs that
 vest by $12.67, the closing market price of a share of
 our common stock on September 30, 2010, the last business day of fiscal 2010.(4)
    
    In the case of a change in control, the standard calculations as specified
under the Internal Revenue Code Section 280(g) regulations were applied to the
various benefits the named executive officers would receive in order to determine
if any 280(g) excise taxes would be triggered and, if so, what amount of 280(g)
gross-up payments would be required under the terms of the change in control
arrangements. 113




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##### Table of Contents



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Nature of
    
    Percent of CommonName of Beneficial Owner
    
    Beneficial Ownership
    
    Stock OutstandingGAMCO Investors, Inc.One Corporate Center 
Rye, New York 10580
    
    
    8,923,799
    (1)
    
    
    9.19
    %BlackRock Inc.55 East 52nd Street 
New York, NY 10055
    
    
    8,828,328
    (2)
    
    
    9.09
    %Robert E. Switz
    
    
    1,562,359
    (3)
    
    
    1.58
    %James G. Mathews
    
    
    194,801
    (3)
    
    
    *Patrick D. OBrien
    
    
    270,911
    (3)
    
    
    *Kimberly S. Hartwell
    
    
    112,830
    (3)
    
    
    *Jeffrey D. Pflaum
    
    
    188,263
    (3)
    
    
    *William R. Spivey, Ph.D.
    
    
    16,696
    (4)
    
    
    *John J. Boyle III
    
    
    23,008
    (4)
    
    
    *Mickey P. Foret
    
    
    42,343
    (4)(5)
    
    
    *Lois M. Martin
    
    
    17,696
    (4)
    
    
    *Krish A. Prabhu, Ph.D.
    
    
    0
    (4)
    
    
    *John E. Rehfeld
    
    
    17,696
    (4)
    
    
    *David A. Roberts
    
    
    0
    (4)
    
    
    *Larry W. Wangberg
    
    
    35,659
    (4)
    
    
    *John D. Wunsch
    
    
    30,228
    (4)
    
    
    *All executive officers and directors as a group (14 persons)
    
    
    2,926,328
    (6)
    
    
    2.94
    %
 
 *
    
    Less than 1%.(1)
    
    Based on a Schedule 13D/A dated September 3, 2010, Mario J. Gabelli (Mario Gabelli), and various entities which
he directly or indirectly controls or acts as chief investment officer, reported that they had power to vote and
dispose of 8,923,799 shares. Each of the reporting persons and covered persons has the sole power to vote or
direct the vote and sole power to dispose or to direct the disposition of the shares reported as of September 3,
2010, as follows: 4,770,741 shares by GAMCO Asset Management Inc. (GAMCO), except that GAMCO does not have the
authority to vote 345,000 of the reported shares; 2,686,400 shares by Gabelli Funds, LLC; 1,085,558 shares by
Gabelli Securities, Inc. (GSI); 40,000 shares by Gabelli Foundation, Inc. (Foundation); 126,000 shares by
Mario Gabelli; 20,000 shares by MJG Associates, Inc.; 100,000 shares by Teton Advisors, Inc.; and 95,100 shares by
GAMCO Investors, Inc. (GBL). Mario Gabelli is deemed to have beneficial ownership of the shares owned
beneficially by each of the foregoing persons. GBL is deemed to have beneficial ownership of the shares owned
beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation. Mario Gabelli and GBL
have indirect power with respect to the shares beneficially owned directly by other reporting persons.(2)
    
    Based on information in a Schedule 13G dated January 20, 2010, BlackRock Inc. reported that it had sole power to
vote and to dispose of 8,828,328 shares as of December 31, 2009.(3)
    
    Includes (a) shares issuable pursuant to stock options exercisable within 60 days after November 18, 2010, (b)
shares of restricted stock vesting within 60 days after November 18, 2010, and (c) shares held in trust for the
benefit of the executive officers pursuant to our Retirement Savings Plan, which we call the 401(k) Plan in this
Form 10-K as follows: for Mr. Switz, (a) options to purchase 1,119,240 shares and (b) 70,000 shares of restricted
stock; for Mr. Mathews, (a) options to purchase 149,473 shares, (b) 16,750 shares of restricted stock, and (c)
2,850 401(k) Plan shares; for Mr. OBrien, (a) options to purchase 198,418 shares, (b) 18,611 shares of restricted
stock, and (c) 5,245 401(k) Plan shares; for Ms. Hartwell, (a) options to purchase 77,670 shares and (b) 19,333
shares of restricted stock; and for Mr. Pflaum, (a) options to purchase 135,992 shares, (b) 11,195 shares of
restricted stock, and (c) 3,498 401(k) Plan shares.(4)
    
    Includes the following shares issuable pursuant to options exercisable within 60 days after November 18, 2010: for
Dr. Spivey, 16,696 shares; for Mr. Boyle, 10,535 shares; for Mr. Foret, 20,564 shares; for Ms. Martin, 16,696
shares; for Mr. Rehfeld, 16,696 shares; for Mr. Wangberg, 34,945 shares; and for Mr. Wunsch 23,409 shares.(5)
    
    During December 2008, Mr. Foret acquired the equivalent of 1,779 shares of our variable rate convertible unsecured
subordinated notes at 48.5% of face value. The notes mature on June 15, 2013 and have a variable interest rate
equal to 6-month LIBOR plus 0.375%. Holders of these notes may convert all or some of their notes into shares of
our common stock at any time prior to maturity at a conversion price of $28.091 per share.(6)
    
    Includes (a) 2,140,039 shares issuable pursuant to stock options exercisable within 60 days after November 18,
2010, (b) 135,889 shares of restricted stock vesting within 60 days after November 18, 2010, and (c) 11,593 shares
held in trust for the benefit of executive officers pursuant to the 401(k) Plan. 114




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##### Table of Contents



Equity Compensation Plan Information
  Equity Compensation Plan Information
 Number ofSecurities to be
    
    
    Weighted-Issued Upon
    
    
    Average
    
    
    Number of Securities RemainingExercise of
    
    
    Exercise Price of
    
    
    Available for Future IssuanceOutstanding
    
    
    Outstanding
    
    
    Under Equity CompensationOptions,
    
    
    Options,
    
    
    PlansWarrants
    
    
    Warrants
    
    
    (Excluding Securities ReflectedPlan Category
    
    and Rights (#)
    
    
    and Rights ($)
    
    
    in the Second Column) (#)Equity compensation plans approved by security holders(1)
    
    
    7,314,004
    (2)
    
    $
    19.95
    
    
    
    9,579,345Equity compensation plans not approved by security
holders(3)
    
    
    213,820
    
    
    $
    31.75
    
    
    
    Total
    
    
    7,527,824
    
    
    $
    21.55
    
    
    
    9,579,345
 
 (1)
    
    Includes outstanding options and rights granted under our 1991 GSIP, 2008 GSIP, 2010
GSIP and the Non-employee Director Stock Option Plan to either employees or non-employee
directors. Awards are no longer granted under the 1991 GSIP, 2008 GSIP or the Non-employee
Director Stock Plan. As of September 30, 2010, approximately 9,579,345 shares were
available for issuance of awards under the 2010 GSIP.(2)
    
    As of September 30, 2010, there were outstanding options to purchase/stock appreciation
rights of 1,000 shares of our common stock that were awarded under our 2010 GSIP, 2,387,839
common stock options/stock appreciation rights awarded under the 2008 GSIP and 4,925,165
common stock options/stock appreciation rights awarded under the 1991 GSIP or the
Non-employee Director Stock Plan. Total options outstanding under all shareholder-approved
plans were 7,314,004. The weighted average remaining life of these outstanding options was
3.86 years. Not included in the table are 98,883 shares awarded under our 2010 GSIP and
2,932,662 shares awarded under previous shareholder-approved plans subject to outstanding
restricted stock units (both performance and time-based) that remained subject to
forfeiture. Total restricted stock units subject to forfeiture were 3,031,545 as of
September 30, 2010.(3)
    
    Includes options granted under the following plans that have not been approved by our
shareowners: (a) the 2001 Special Stock Option Plan (the 2001 Special Plan) as described
below, and (b) the plan established by us in connection with our acquisition of LGC Wireless in fiscal 2008 (the Acquisition Plan).
At the time we completed the acquisition, the options then outstanding
under the acquired companys option plan were converted into cash or options to purchase
ADC common stock using an agreed conversion ratio under the Acquisition Plan. No
future options will be issued under the Acquisition Plan. As of September 30, 2010,
options to purchase an aggregate of 24,122 shares of common stock at a weighted average
price of $3.67 and an average remaining term of approximately 3.09 years were outstanding
under the Acquisition Plan. The 2001 Special Plan was adopted by our Board to address
acute retention and compensation considerations associated with the economic downturn in
the telecommunications industry that began in 2001. The 2001 Special Plan was designed to
assist us in retaining and incenting our non-executive employees. Officers and directors of
ADC were not eligible to receive awards under this plan. Under the 2001 Special Plan, we
made a one-time grant of options to purchase an aggregate of 1,360,620 shares on December
7, 2001, to non-executive employees. These options were granted with an exercise price
equal to the fair market value of our shares on the date of grant. As of September 30,
2010, options to purchase 109,478 shares of common stock with a weighted average exercise
price of $37.94 were outstanding under the 2001 Special Plan. The terms and conditions of awards under
the 2001 Special Plan were consistent with the terms and conditions of options granted
under our 1991 GSIP. All options granted under the 2001
Special Plan vested with respect to one-third of the grant on the first anniversary of the
grant date, with the remaining options 115




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##### Table of Contents



vesting in 12.5% increments on the last day of each
successive three-month period as long as the award recipients remained employed as of those
dates. The options became fully vested as of December 7, 2004, and have a ten-year term. 
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Related Party Transaction Policies and Procedures
        
    
    Employment of executive officers;
    
    Director compensation;
    
    Any transaction with another company at which a related partys only relationship is
as an employee (other than an executive officer), director or beneficial owner of less
than 10% of that companys shares, if the aggregate amount involved does not exceed the
lesser of $1,000,000, or two percent of that companys total annual revenues;
    
    Any charitable contribution, grant or endowment by ADC or the ADC Foundation to a
charitable organization, foundation or university at which a related partys only
relationship is as an employee (other than an executive officer) or a director, if the
aggregate amount involved does not exceed the lesser of $1,000,000, or five percent of
the charitable organizations total annual receipts;
    
    Any transaction where the related partys interest arises solely from the ownership
of our common stock and all holders of our common stock received the same benefit on a
pro rata basis;
    
    Certain regulated transactions;
    
    Certain banking-related services; and
    
    Any transaction in the ordinary course of business in which the aggregate amount
involved will not exceed $100,000.
  116




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Governance Principles and Code of Ethics
     Meeting Attendance
  Standing Committees
     117




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Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Principal Accountant Fees and Services
  Fee Category
    
    Fiscal 2010 Fees
    
    
    Fiscal 2009 FeesAudit Fees
    
    $
    2,962,000
    
    
    $
    3,301,500Audit-Related Fees
    
    
    13,600
    
    
    
    58,000Tax Fees
    
    
    17,300
    
    
    
    4,500All Other Fees
    
    
    0
    
    
    
    0Total Fees
    
    $
    2,992,900
    
    
    $
    3,364,000
 Audit Fees.
 Audit-Related Fees.
 Tax Fees.
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our
Independent Registered Public Accounting Firm
  118




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PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Listing of Financial Statements
         Listing of Financial Statement Schedules
    Listing of Exhibits
  119




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SIGNATURES
  ADC TELECOMMUNICATIONS, INC.By:
    /s/ Robert E. SwitzRobert E. SwitzChairman, President and Chief Executive Officer   /s/ Robert E. Switz
    
    Chairman, President and Chief Executive OfficerRobert E. Switz
    
    (principal executive officer)
    
    Dated: November 23, 2010/s/ James G. Mathews
    
    Vice President and Chief Financial OfficerJames G. Mathews
    
    (principal financial officer)
    
    Dated: November 23, 2010/s/ Steven G. Nemitz
    
    Vice President and ControllerSteven G. Nemitz
    
    (principal accounting officer)
    
    Dated: November 23, 2010William R. Spivey*
    
    Independent Lead DirectorJohn J. Boyle III*
    
    DirectorMickey P. Foret*
    
    DirectorLois M. Martin*
    
    DirectorKrish A. Prabhu, PhD*
    
    DirectorJohn E. Rehfeld*
    
    DirectorDavid A. Roberts*
    
    DirectorLarry W. Wangberg*
    
    DirectorJohn D. Wunsch*
    
    Director
 
 *By:
    /s/ James G. MathewsJames G. MathewsAttorney-in-Fact
    
    Dated: November 23, 2010 120




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ADC TELECOMMUNICATIONS
 SCHEDULE II  VALUATION OF QUALIFYING ACCOUNTS AND RESERVES
 Balance at
    
    
    
    
    
    Charged toBeginning
    
    
    
    
    
    Costs and
    
    
    
    
    
    Balance atof Year
    
    Acquisition
    
    Expenses
    
    Deductions
    
    End of Year(In millions)Fiscal 2010Allowance for doubtful accounts & notes receivable
    
    $
    13.8
    
    
    $
    0.2
    
    
    $
    2.0
    
    
    $
    4.3
    
    
    $
    11.7Inventory reserve
    
    
    41.8
    
    
    
    (0.7
    )
    
    
    4.6
    
    
    
    13.6
    
    
    
    32.1Warranty accrual
    
    
    6.3
    
    
    
    
    
    
    
    (1.3
    )
    
    
    0.9
    
    
    
    4.1Valuation allowance
    
    
    809.3
    
    
    
    
    
    
    
    (19.0
    )
    
    
    
    
    
    
    790.3Fiscal 2009Allowance for doubtful accounts & notes receivable
    
    $
    17.1
    
    
    $
    (4.2
    )
    
    $
    2.2
    
    
    $
    1.3
    
    
    $
    13.8Inventory reserve
    
    
    50.5
    
    
    
    
    
    
    
    15.4
    
    
    
    24.1
    
    
    
    41.8Warranty accrual
    
    
    8.9
    
    
    
    (0.6
    )
    
    
    (0.1
    )
    
    
    1.9
    
    
    
    6.3Valuation allowance
    
    
    965.1
    
    
    
    0.5
    
    
    
    46.5
    
    
    
    202.8
    
    
    
    809.3Fiscal 2008Allowance for doubtful accounts & notes receivable
    
    $
    6.6
    
    
    $
    10.2
    
    
    $
    0.5
    
    
    $
    0.2
    
    
    $
    17.1Inventory reserve
    
    
    41.3
    
    
    
    
    
    
    
    25.0
    
    
    
    15.8
    
    
    
    50.5Warranty accrual
    
    
    7.7
    
    
    
    1.9
    
    
    
    1.1
    
    
    
    1.8
    
    
    
    8.9Valuation allowance
    
    
    944.5
    
    
    
    18.6
    
    
    
    20.7
    
    
    
    18.7
    
    
    
    965.1
 121




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description2.1
    
    Share Purchase Agreement, dated March 25, 2004 among ADC Telecommunications, Inc.,
KRONE International Holding, Inc., KRONE Digital Communications Inc., GenTek Holding
Corporation and GenTek Inc. (Incorporated by reference to Exhibit 2.1 to ADCs Current
Report on Form 8-K dated June 2, 2004.)2.2
    
    First Amendment to Share Purchase Agreement, dated May 18, 2004 among ADC
Telecommunications, Inc., KRONE International Holding, Inc., KRONE Digital
Communications Inc., GenTek Holding Corporation and GenTek Inc. (Incorporated by
reference to Exhibit 2.2 to ADCs Current Report on Form 8-K dated June 2, 2004.)2.3
    
    Agreement and Plan of Merger, dated July 21, 2005, by and among ADC
Telecommunications, Inc., Falcon Venture Corp., Fiber Optic Network Solutions Corp.,
and Michael J. Noonan. (Incorporated by reference to Exhibit 2.1 to ADCs Current
Report on Form 8-K dated July 21, 2005.)2.4
    
    First Amendment to Agreement and Plan of Merger, dated August 16, 2005, by and among
ADC Telecommunications, Inc., Falcon Venture Corp., Fiber Optic Network Solutions
Corp., and Michael J. Noonan. (Incorporated by reference to Exhibit 2.1 to ADCs
Current Report on Form 8-K dated August 16, 2005.)2.5
    
    Agreement and Plan of Merger dated October 21, 2007 by and among ADC
Telecommunications, Inc., Hazeltine Merger Sub, Inc. and LGC Wireless, Inc.
(Incorporated by reference to Exhibit 2.1 to ADCs Current Report on Form 8-K dated
October 21, 2007.)2.6
    
    Share Purchase Agreement dated November 12, 2007 between ADC Telecommunications
(China) Limited, ADC Telecommunications, Inc., Frontvision Investment Limited, and the
shareholders of Frontvision Investment Limited, as amended. (Incorporated by reference
to Exhibit 2.6 of ADCs Annual Report on Form 10-K for the year ended October 31,
2008.)2.7
    
    Agreement and Plan of Merger dated July 12, 2010 among ADC Telecommunications, Inc.,
Tyco Electronics Ltd. and Tyco Electronics Minnesota, Inc. (Incorporated by reference
to Exhibit 2.1 to ADCs Form 8-K filed on July 13, 2010.)2.8
    
    Amendment No. 1 to the Agreement and Plan of Merger between ADC Telecommunications,
Inc., Tyco Electronics Ltd. and Tyco Electronics Minnesota, Inc. dated as of July 24,
2010. (Incorporated by reference to Exhibit 2.1 to ADCs Current Report on Form 8-K
filed on July 26, 2010.)3.1
    
    Restated Articles of Incorporation of ADC Telecommunications, Inc., conformed to
incorporate amendments dated January 20, 2000, June 30, 2000, August 13, 2001, March
2, 2004 and May 9, 2005. (Incorporated by reference to Exhibit 3-a to ADCs Quarterly
Report on Form 10-Q for the quarter ended July 29, 2005.)3.2
    
    Restated Bylaws of ADC Telecommunications, Inc. effective December 9, 2008.
(incorporated by reference to Exhibit 3.1 of ADCs Current Report on Form 8-K dated
December 12, 2008.)4.1
    
    Form of certificate for shares of Common Stock of ADC Telecommunications, Inc.
(Incorporated by reference to Exhibit 4-a to ADCs Quarterly Report on Form 10-Q for
the quarter ended April 29, 2005.)4.2
    
    Rights Agreement, as amended and restated as of May 9, 2007, between ADC
Telecommunications, Inc. and Computershare Investor Services, LLC, as Rights Agent
(which includes as Exhibit A, the Form of Certificate of Designation, Preferences and
Right of Series A Junior Participating Preferred Stock, as Exhibit B, the Form of
Right Certificate, and as Exhibit C, the Summary of Rights to Purchase Preferred
Shares). (Incorporated by reference to Exhibit 4-b to ADCs Form 8-A/A filed on May
11, 2007.4.3
    
    Indenture dated as of June 4, 2003, between ADC Telecommunications, Inc. and U.S. Bank
National Association. (Incorporated by reference to Exhibit 4-g of ADCs Quarterly
Report on Form 10-Q for the quarter ended July 31, 2003.)4.4
    
    Indenture between ADC Telecommunications, Inc. and U.S. Bank National Association, as
trustee, dated as of December 26, 2007 (including Form of Convertible Subordinated
Note due 2015.) (Incorporated by reference to Exhibit 4.1 to ADCs Current Report on
Form 8-K dated December 19, 2007.)4.5
    
    Indenture between ADC Telecommunications, Inc. and U.S. Bank National Association, as
trustee, dated as of
 122




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##### Table of Contents



ExhibitNumber
    
    DescriptionDecember 26, 2007 (including Form of Convertible Subordinated
Note due 2017.) (Incorporated by reference to Exhibit 4.2 to ADCs Current Report on
Form 8-K dated December 19, 2007.)10.1
    
    ADC Telecommunications, Inc. Global Stock Incentive Plan, amended and restated as of
December 12, 2006. (Incorporated by reference to Exhibit 10-a of ADCs Annual Report
on Form 10-K for the year ended October 31, 2007.)10.2
    
    ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.2 of ADCs Quarterly Report on Form 10-Q for the quarter ended
May 2, 2008.)10.3
    
    ADC Telecommunications, Inc.2010 Global Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.7 to ADCs Quarterly Report on Form 10-Q for the quarter ended
January 1, 2010.)10.4
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2009.
(Incorporated by reference to Exhibit 10.5 of ADCs Annual Report on Form 10-K for the
year ended October 31, 2008.)10.5
    
    ADC Telecommunications, Inc. Executive Management Incentive Plan for Fiscal Year 2009.
(Incorporated by reference to Exhibit 10.6 of ADCs Annual Report on Form 10-K for the
year ended October 31, 2008.)10.6
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2010.
(Incorporated by reference to Exhibit 10.6 of ADCs Annual Report on Form 10-K for the
year ended September 30, 2009.)10.7
    
    ADC Telecommunications, Inc. Executive Management Incentive Plan for Fiscal Year 2010.
(Incorporated by reference to Exhibit 10.6 of ADCs Annual Report on Form 10-K for the
year ended September 30, 2009.)10.8*
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2011.10.9*
    
    ADC Telecommunications, Inc. Executive Management Incentive Plan for Fiscal Year 2011.10.10
    
    ADC Telecommunications, Inc. Executive Change in Control Severance Pay Plan (2007
Restatement). (Incorporated by reference to Exhibit 10-a to ADCs Current Report on
Form 8-K dated September 30, 2007.)10.11
    
    ADC Telecommunications, Inc. Change in Control Severance Pay Plan (2007 Restatement).
(Incorporated by reference to Exhibit 10-d to ADCs Current Report on Form 8-K dated
September 30, 2007.)10.12
    
    ADC Telecommunications, Inc. Executive Change in Control Severance Pay Plan (For
Individuals Who Become Eligible Employees After January 27, 2010). (Incorporated by
reference to Exhibit 10.6 to ADCs Quarterly Report on Form 10-Q for the quarter ended
April 2, 2010.)10.13
    
    ADC Telecommunications, Inc. 2001 Special Stock Option Plan. (Incorporated by
reference to Exhibit 10-c to ADCs Quarterly Report on Form 10-Q for the quarter ended
January 31, 2002.)10.14
    
    ADC Telecommunications, Inc. Special Incentive Plan, effective November 1, 2002 and
amended October 24, 2006. (Incorporated by reference to Exhibit 10-k to ADCs Annual
Report on Form 10-K for the fiscal year ended October 31, 2002 and to ADCs Current
Report on Form 8-K dated October 30, 2006.)10.15
    
    ADC Telecommunications, Inc. Deferred Compensation Plan (1989 Restatement), as amended
and restated effective as of November 1, 1989. (Incorporated by reference to Exhibit
10-aa to ADCs Annual Report on Form 10-K for the fiscal year ended October 31, 1996.)10.16
    
    Second Amendment to ADC Telecommunications, Inc. Deferred Compensation Plan (1989
Restatement), effective as of March 12, 1996. (Incorporated by reference to Exhibit
10-b to ADCs Quarterly Report on Form 10-Q for the quarter ended April 30, 1997.)10.17
    
    Third Amendment to ADC Telecommunications, Inc. Deferred Compensation Plan (1989
Restatement), effective as of December 9, 2003. (Incorporated by reference to Exhibit
10-d to ADCs Quarterly Report on Form 10-Q for the quarter ended January 31, 2004.)10.18
    
    ADC Telecommunications, Inc. Pension Excess Plan (1989 Restatement), as amended and
restated effective as of January 1, 1989. (Incorporated by reference to Exhibit 10-bb
to ADCs Annual Report on Form 10-K for the fiscal year ended October 31, 1996.)10.19
    
    Second Amendment to ADC Telecommunications, Inc. Pension Excess Plan (1989
Restatement), effective as of March 12, 1996. (Incorporated by reference to Exhibit
10-a to ADCs Quarterly Report on Form 10-Q for the quarter ended April 30, 1997.)10.20
    
    ADC Telecommunications, Inc. 401(k) Excess Plan (2007 Restatement). (Incorporated by
reference to Exhibit 10-b to ADCs Current Report on Form 8-K dated September 30,
2007.)
 123




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##### Table of Contents



ExhibitNumber
    
    Description10.21
    
    Compensation Plan for Non-employee directors of ADC Telecommunications, Inc. (2007
Restatement). (Incorporated by reference to Exhibit 10-c to ADCs Current Report on
Form 8-K dated September 30, 2007.)10.22
    
    Executive Employment Agreement dated as of August 13, 2003, between ADC
Telecommunications, Inc., and Robert E. Switz. (Incorporated by reference to Exhibit
10-e to ADCs Quarterly Report on Form 10-Q for the quarter ended July 31, 2003.)10.23
    
    Amendment to Employment Agreement between ADC Telecommunications, Inc. and Robert E.
Switz dated December 28, 2008. (Incorporated by reference to Exhibit 10.10 to ADCs
Quarterly Report on Form 10-Q for the quarter ended January 30, 2009.)10.24
    
    Second Amendment to Employment Agreement between ADC Telecommunications, Inc. and
Robert E. Switz dated July 1, 2009. (Incorporated by reference to Exhibit 99.1 to
ADCs Current Report on Form 8-K dated July 1, 2009.10.25
    
    ADC Telecommunications, Inc. Executive Stock Ownership Policy for Section 16 Officers,
effective as of January 1, 2004, and amended as of May 10, 2005. (Incorporated by
reference to Exhibit 10-b to ADCs Quarterly Report on Form 10-Q for the quarter ended
July 29, 2005.)10.26
    
    Summary of Executive Perquisite Allowances. (Incorporated by reference to Exhibit
10-cc to ADCs Annual Report on Form 10-K for the fiscal year ended October 31, 2003.)10.27
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
certain officers and key management employees of ADC with respect to option grants
made under the ADC Telecommunications, Inc. 2001 Special Stock Option Plan on November
1, 2001 (the form of incentive stock option agreement contains the same material
terms). (Incorporated by reference to Exhibit 10-f to ADCs Quarterly Report on Form
10-Q for the quarter ended January 31, 2002.)10.28
    
    Form of Restricted Stock Unit Award Agreement provided to non-employee directors with
respect to restricted stock unit grants made under the ADC Telecommunications Inc.
Global Stock Incentive Plan. (Incorporated by reference to Exhibit 10-b to ADCs
Current Report on Form 8-K dated February 1, 2005.)10.29
    
    Form of ADC Telecommunications, Inc. Restricted Stock Unit Award Agreement provided to
non-employee directors with respect to restricted stock unit grants made under the
Compensation Plan for Non-Employee Directors of ADC Telecommunications, Inc., restated
as of January 1, 2004. (Incorporated by reference to Exhibit 10-c to ADCs Current
Report on Form 8-K dated February 1, 2005.)10.30
    
    Form of ADC Telecommunications, Inc. Restricted Stock Unit Award Agreement provided to
employees with respect to restricted stock unit grants made under the ADC
Telecommunications, Inc. Global Stock Incentive Plan prior to ADCs fiscal 2006.
(Incorporated by reference to Exhibit 10-d to ADCs Quarterly Report on Form 10-Q for
the quarter ended July 31, 2004.)10.31
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan prior to December 18, 2006. (Incorporated by reference to
Exhibit 10-d to ADCs Current Report on Form 8-K dated February 1, 2005.)10.32
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan prior to December 18, 2006. (Incorporated by reference to
Exhibit 10-e to ADCs Current Report on Form 8-K dated February 1, 2005.)10.33
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
non-employee directors with respect to option grants made under the ADC
Telecommunications, Inc. Global Stock Incentive Plan prior to December 18, 2006.
(Incorporated by reference to Exhibit 10-f to ADCs Quarterly Report on Form 10-Q for
the quarter ended July 31, 2004.)10.34
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
non-employee directors with respect to option grants made under the Compensation Plan
for Non-Employee Directors prior to December 18, 2006. (Incorporated by reference to
Exhibit 10-g to ADCs Quarterly Report on Form 10-Q for the quarter ended July 31,
2004.)10.35
    
    Form of ADC Telecommunications, Inc. Restricted Stock Unit Award Agreement provided to
employees with respect to restricted stock unit grants made under the ADC
Telecommunications Inc. Global Stock Incentive Plan prior to December 18, 2006.
(Incorporated by reference to Exhibit 10-gg to ADCs Annual Report on Form 10-K for
the fiscal year ended October 31, 2005.)
 124




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ExhibitNumber
    
    Description10.36
    
    Form of ADC Telecommunications, Inc. Three-Year Performance Based Restricted Stock
Unit Award Agreement provided to employees with respect to restricted stock unit
grants made under the ADC Telecommunications, Inc. Global Stock Incentive Plan
beginning December 18, 2006. (Incorporated by reference to Exhibit 10-x to ADCs
Annual Report on Form 10-K for the fiscal year ended October 31, 2006.)10.37
    
    Form of ADC Telecommunications, Inc. Three-Year Time Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. Global Stock Incentive Plan beginning December
18, 2006. (Incorporated by reference to Exhibit 10-y to ADCs Annual Report on Form
10-K for the fiscal year ended October 31, 2006.)10.38
    
    Form of ADC Telecommunications, Inc. Three-Year Restricted Stock Unit CEO Award
Agreement effective December 18, 2006 granted to Robert E. Switz under the ADC
Telecommunications, Inc. Global Stock Incentive Plan. (Incorporated by reference to
Exhibit 10-z to ADCs Annual Report on Form 10-K for the fiscal year ended October 31,
2006.)10.39
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 18, 2006. (Incorporated by reference to
Exhibit 10-ee to ADCs Annual Report on Form 10-K for the fiscal year ended October
31, 2006.)10.40
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 18, 2006. (Incorporated by reference to
Exhibit 10-ff to ADCs Annual Report on Form 10-K for the fiscal year ended October
31, 2006.)10.41
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
non-employee directors with respect to option grants made under the ADC
Telecommunications, Inc. Global Stock Incentive Plan beginning December 18, 2006.
(Incorporated by reference to Exhibit 10-ii to ADCs Annual Report on Form 10-K for
the fiscal year ended October 31, 2006.)10.42
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 17, 2007. (Incorporated by reference to
Exhibit 10.2 of ADCs Quarterly Report on Form 10-Q for the quarter ended February 1,
2008.)10.43
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 17, 2007. (Incorporated by reference to
Exhibit 10.3 of ADCs Quarterly Report on Form 10-Q for the quarter ended February 1,
2008.)10.44
    
    Form of ADC Telecommunications, Inc. Three-Year Time Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. Global Stock Incentive Plan beginning December
17, 2007. (Incorporated by reference to Exhibit 10.4 of ADCs Quarterly Report on Form
10-Q for the quarter ended February 1, 2008.)10.45
    
    Form of ADC Telecommunications, Inc. Three-Year Performance Based Restricted Stock
Unit Award Agreement provided to employees with respect to restricted stock unit
grants made under the ADC Telecommunications, Inc. Global Stock Incentive Plan
beginning December 17, 2007. (Incorporated by reference to Exhibit 10.5 of ADCs
Quarterly Report on Form 10-Q for the quarter ended February 1, 2008.)10.46
    
    Form of Restricted Stock Unit Award Agreement provided to non-employee directors with
respect to restricted stock unit grants made under the ADC Telecommunications Inc.
2008 Global Stock Incentive Plan beginning March 7, 2008. (Incorporated by reference
to Exhibit 10.6 of ADCs Quarterly Report on Form 10-Q for the quarter ended February
1, 2008.)10.47
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
Robert E. Switz under the ADC Telecommunications, Inc. 2008 Global Stock Incentive
Plan on December 23, 2008. (Incorporated by reference to Exhibit 99.1 of ADCs Current
Report on Form 8-K dated December 23, 2008.)10.48
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
Robert E. Switz under the ADC Telecommunications, Inc. 2008 Global Stock Incentive
Plan on December 23, 2008. (Incorporated by reference to Exhibit 99.2 of ADCs Current
Report on Form 8-K dated December 23, 2008.)10.49
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2008 Global Stock Incentive Plan beginning
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##### Table of Contents



ExhibitNumber
    
    DescriptionDecember 15, 2008. (Incorporated by
reference to Exhibit 10.5 to ADCs Quarterly Report on Form 10-Q for the quarter ended
January 30, 2009.)10.50
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2008 Global Stock Incentive Plan beginning December 15, 2008. (Incorporated by
reference to Exhibit 10.6 to ADCs Quarterly Report on Form 10-Q for the quarter ended
January 30, 2009.)10.51
    
    Form of ADC Telecommunications, Inc. Three-Year Time-Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan beginning
December 15, 2008. (Incorporated by reference to Exhibit 10.7 to ADCs Quarterly
Report on Form 10-Q for the quarter ended January 30, 2009.)10.52
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Restricted Stock
Unit Award Agreement provided to employees with respect to restricted stock unit
grants made under the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan
beginning December 15, 2008. (Incorporated by reference to Exhibit 10.8 to ADCs
Quarterly Report on Form 10-Q for the quarter ended January 30, 2009.)10.53
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Cash Unit Award
Agreement provided to employees with respect to restricted cash unit grants made under
the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan beginning December
15, 2008. (Incorporated by reference to Exhibit 10.9 to ADCs Quarterly Report on Form
10-Q for the quarter ended January 30, 2009.)10.54
    
    Form of Performance-Based Restricted Stock Unit Award Agreement dated September 30,
2009 between ADC Telecommunications, Inc. and Robert E. Switz. (Incorporated by
reference to Exhibit 99.1 to ADCs Current Report on Form 8-K dated October 2, 2009.)10.55
    
    Form of Two-Year Performance Based Restricted Stock Unit Rights Award Agreement dated
September 30, 2009. (Incorporated by reference to Exhibit 99.2 to ADCs Current Report
on Form 8-K dated October 2, 2009.)10.56
    
    Form of Three-Year Time Based Restricted Stock Unit Award Agreement dated September
30, 2009. (Incorporated by reference to Exhibit 99.3 to ADCs Current Report on Form
8-K dated October 2, 2009.)10.57
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2008 Global Stock Incentive Plan beginning November 23, 2009. (Incorporated by
reference to Exhibit 10.3 to ADCs Quarterly Report on Form 10-Q for the quarter ended
January 1, 2010.)10.58
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2008 Global Stock Incentive Plan beginning November 23, 2009. (Incorporated by
reference to Exhibit 10.4 to ADCs Quarterly Report on Form 10-Q for the quarter ended
January 1, 2010.)10.59
    
    Form of ADC Telecommunications, Inc. Three-Year Time-Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan beginning
November 23, 2009. (Incorporated by reference to Exhibit 10.5 to ADCs Quarterly
Report on Form 10-Q for the quarter ended January 1, 2010.)10.60
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2010 Global Stock Incentive Plan beginning February 10, 2010. (Incorporated by
reference to Exhibit 10.1 to ADCs Quarterly Report on Form 10-Q for the quarter ended
April 2, 2010.)10.61
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2010 Global Stock Incentive Plan beginning February 10, 2010. (Incorporated by
reference to Exhibit 10.2 to ADCs Quarterly Report on Form 10-Q for the quarter ended
April 2, 2010.)10.62
    
    Form of ADC Telecommunications, Inc. Three-Year Time-Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. 2010 Global Stock Incentive Plan beginning
February 10, 2010. (Incorporated by reference to Exhibit 10.3 to ADCs Quarterly
Report on Form 10-Q for the quarter ended April 2, 2010.)10.63
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Restricted Stock
Unit Award Agreement provided to employees with respect to restricted stock unit
grants made under the ADC Telecommunications, Inc. 2010 Global Stock Incentive Plan
beginning February 10, 2010. (Incorporated by reference to Exhibit 10.4 to
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##### Table of Contents



ExhibitNumber
    
    DescriptionADCs
Quarterly Report on Form 10-Q for the quarter ended April 2, 2010.)10.64
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Cash Unit Award
Agreement provided to employees with respect to restricted cash unit grants made under
the ADC Telecommunications, Inc. 2010 Global Stock Incentive Plan beginning February
10, 2010. (Incorporated by reference to Exhibit 10.5 to ADCs Quarterly Report on
Form 10-Q for the quarter ended April 2, 2010.)10.65
    
    Loan and Security Agreement dated December 18, 2009 by and among ADC
Telecommunications, Inc., ADC Telecommunications Sales, Inc. and LGC Wireless, Inc. as
borrowers; ADC DSL Systems, Inc., ADC International OUS, Inc., ADC Optical Systems,
Inc. and ADC International Holding Inc. as guarantors and Wachovia Bank, National
Association as lender, administrative and collateral agent, syndication agent, lead
arranger and lead bookrunner (Incorporated by reference to Exhibit 10.1 to ADCs
Current Report on Form 8-K filed on December 18, 2009.)10.66
    
    Amendment, dated July 12, 2010, to the ADC Telecommunications, Inc. Global Stock
Incentive Plan, amended and restated as of December 12, 2006; ADC Telecommunications,
Inc. 2008 Global Stock Incentive Plan; ADC Telecommunications, Inc. 2010 Global Stock
Incentive Plan; ADC Telecommunications, Inc. 2001 Special Stock Option Plan; and
Compensation Plan for Non-Employee Directors of ADC Telecommunications, Inc. (2007
Restatement). (Incorporated by reference to Item 1.01 of ADCs Current Report on Form
8-K dated July 13, 2010.)12.1*
    
    Computation of Ratio of Earnings to Fixed Charges.21.1*
    
    Subsidiaries of ADC Telecommunications, Inc.23.1*
    
    Consent of Ernst & Young LLP.24.1*
    
    Power of Attorney.31.1*
    
    Certification of principal executive officer required by Exchange Act Rule 13a-14(a).31.2*
    
    Certification of principal financial officer required by Exchange Act Rule 13a-14(a).32*
    
    Certifications furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.
    
    Management contract or compensation plan or arrangement required to be filed as an exhibit to
this report.  127