##### Table of Contents



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 1934For the fiscal year ended
    October 31, 2006.ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
    incorporation or organization)

(I.R.S. Employer
    Identification No.)13625 Technology
    Drive

55344-2252Eden Prairie,
    Minnesota

(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (952) 938-8080
  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 Global Select MarketPreferred Stock Purchase Rights   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o  Rule 12b-2 o þ
  ®
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 1A. RISK FACTORSItem 1B. UNRESOLVED STAFF COMMENTSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESItem 6. SELECTED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAConsolidated Statements of OperationsConsolidated Balance SheetsConsolidated Statements of Shareowners InvestmentConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. CONTROLS AND PROCEDURESItem 9B. OTHER INFORMATIONPART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSCHEDULE II  VALUATION OF QUALIFYING ACCOUNTS AND RESERVESStock Incentive PlanManagement Incentive Plan401(k) Excess PlanRestricted Stock Unit Award AgreementRestricted Stock Unit Award AgreementRestricted Stock Unit CEO Award AgreementIncentive Stock Option AgreementNon-Qualified Stock Option AgreementNon-Qualified Stock Option AgreementComputation of Ratio of Earnings to Fixed ChargesSubsidiariesConsent of Ernst & Young LLPPower of AttorneyCertificationCertificationCertification    Table of Contents  
  PART I
 
  Item 1.
    BUSINESS        
    Broadband Infrastructure and Access; and
    Professional Services.  Broadband Infrastructure and Access
  
    Connectivity systems and components that provide the
    infrastructure to networks to connect Internet, data, video and
    voice services over copper, coaxial and fiber-optic
    cables; and
    Access systems used in the last mile/kilometer of wireline and
    wireless networks to deliver high-speed Internet, data and voice
    services.  Professional Services
  Form 10-K, Form 10-Q, Form 8-K Forms 10-K, 10-Q 8-K)
 1




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55440-1101. Form 10-K.
    Industry
    Background and Marketplace Conditions
      
    First, businesses and consumers worldwide increasingly are
    becoming dependent on broadband, multi-service communications
    networks to conduct daily communications tasks. People and
    businesses are accessing the Internet and using Web-based
    software applications through broadband connections with rising
    frequency. Further, the growing popularity of applications such
    as digital video and audio programs, uploading and downloading
    content, podcasting, wireless data and video services, video
    conferencing from personal computers, video
    e-mail,
    video on demand, interactive entertainment and gaming via the
    Internet, distance learning, telemedicine and high-speed imaging
    is increasing the need for broadband network
    infrastructure; and
    Second, end-users of communications services increasingly expect
    to do business over a single network connection at a low price
    either with service providers or by developing their own
    networks that can provide all of their communications needs.
    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 over the same high-speed network connection
    versus individual services being conducted over separate
    connections. We believe the competition among service providers
    to retain new customers over these more fully integrated
    networks is causing services to be offered more frequently at
    low, flat-rate prices as opposed to prices based on metered
    usage.     2




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fiber-to-the-X
  ® tm
      Strategy
      
    a heightened focus on the needs of our customers through
    business execution excellence that delivers customer-specific
    solutions, high-quality products and world-class service; 3




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
    sales growth through market share gains and the development of
    new sales channels in targeted product and market segments as
    well as new product introductions and expansion in existing and
    adjacent markets through both our own research and development
    processes and strategic acquisitions; and
    cost structure reductions through improved operational
    efficiencies and economies of scale to compete effectively in a
    more cost-conscious marketplace.  Customer Focus Through Business Execution
    Excellence.
  Growing Sales.
       4




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Lowering Cost Structure.
  
    relocating certain manufacturing, engineering and other
    operations from higher-cost geographic areas to lower-cost areas;
    redesigning product lines to utilize more common components;
    increasing direct material savings from strategic sourcing
    globally;
    sunsetting end of life products; and
    improving our
    order-to-delivery
    processes.  Form 10-K.
  Product
    and Service Offering Groups
      Form 10-K
  Broadband
    Infrastructure and Access
   5




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Broadband
    Connectivity Systems and Components
    DSX and DDF Products.
  FTTX Products. tm
  Fiber Distribution Panels and Frame
    Products.
  RF Signal Management Products. ® plug-and-play
  Power Distribution and Protection Panels. ®
  Modular Fiber-Optic Cable Systems. ®
  Structured Cabling Products. ® ®
  Broadcast and Entertainment
    Products. ® tm
  Other Connectivity Products.
 6




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##### Table of Contents



Wireless
    Systems and Components
      Cellular Coverage/Capacity Enhancement
    Solutions. ®
  Tower Top Amplifiers. ®
  Wireline
    Systems
  ® ®
  Professional
    Services
    turn-up coast-to-coast
    Sales and
    Marketing
    
    the public communications network market worldwide, which
    includes companies such as Verizon, BellSouth, AT&T, Qwest,
    DeutscheTelecom and BellCanada, other 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 7




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
    other communications equipment vendors, who incorporate our
    products into products and systems that they in turn sell into
    the two above listed markets.    non-U.S. net
    on-site
  Research
    and Development
      
    connectivity products for FTTX initiatives;
    high-performance structured cables, jacks, plugs, jumpers,
    frames and panels to enable the use of increasingly
    higher-performance IP network protocols within private networks;
    connectivity products that enable the use of IP network
    protocols within the public communications network, which is
    used by our customers to more effectively deploy data services
    over their existing voice-based networks; and 8




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
    digital interfaces for wireless networks that will enable
    software-based products to interact with the physical elements
    of these networks.    Competition
    For Broadband Infrastructure and Access
    products:
  For Professional Services:
      
    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
   9




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Proprietary
    Rights
      Seasonality
  build-ups.
    Employees
   10




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Executive
    Officers of the Registrant
    OfficerName

Office

Since

AgeRobert E. Switz

President and Chief Executive
    Officer


1994



60Gokul V. Hemmady

Vice President, Chief Financial
    Officer


1998



46Hilton M. Nicholson

Vice President, President, Active
    Infrastructure Business Unit


2006



48Patrick D. OBrien

Vice President, President, Global
    Connectivity Solutions Business Unit


2002



43Richard B. Parran, Jr

Vice President, President,
    Professional Services Business Unit


2006



50James G. Mathews

Vice President and Controller


2005



55Laura N. Owen

Vice President, Human Resources


1999



50Jeffrey D. Pflaum

Vice President, General Counsel
    and Secretary


1999



47   Mr. Switz
  Mr. Hemmady
  Mr. Nicholson
  Mr. OBrien
  Mr. Parran
  Mr. Mathews
 11




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Ms. Owen
  Mr. Pflaum
 
  Item 1A.
    RISK
    FACTORS    Risks
    Related to Our Business
  Our
    industry is highly competitive and subject to significant
    downward pricing pressure for our products.
    Shifts
    in our product mix may result in declines in our gross
    margin.
    We are
    becoming increasingly dependent on significant capital
    deployment initiatives driven by our customers.
   12




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Our
    cost-reduction initiatives may not result in the anticipated
    savings or more efficient operations and may harm our
    operations.
  day-to-day
    Consolidation
    among our customers could result in our losing a customer or
    experiencing a slowdown as integration takes
    place.
    Our
    sales could be negatively impacted if one or more of our key
    customers substantially reduces orders for our
    products.
   13




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Our
    market is subject to rapid technological change, and to compete
    effectively, we must continually introduce new products that
    achieve market acceptance.
      We may
    not be able successfully to close strategic acquisitions and
    strategic changes to our product portfolio may not yield the
    benefits that we expect.
        If we
    seek to secure financing, we may not be able to obtain it on
    acceptable terms. Also, if we are able to secure financing, our
    shareowners may experience dilution of their ownership interest
    or we may be subject to limitations on our
    operations.
  available-for-sale
 14




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Possible
    consolidation among our competitors could result in a loss of
    sales.
    Our
    operating results fluctuate significantly. If we miss financial
    expectations, our stock price could decline.
    
    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 revenue recognition;
    the timing of new product and service announcements;
    the availability of products and services;
    market acceptance of new and enhanced versions of our products
    and services;
    variations in the mix of products and services we sell;
    the location and utilization of our production capacity and
    employees; and
    the availability and cost of key components of our products.    build-ups.
  The
    regulatory environment in which we and our customers operate is
    changing.
   15




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Conditions
    in global markets could affect our operations.
  non-U.S. sales non-U.S. sales
  
    local economic and market conditions;
    political and economic instability;
    unexpected changes in or impositions of legislative or
    regulatory requirements;
    fluctuations in foreign currency exchange rates;
    requirements to consult with or obtain the approval of works
    councils or other labor bodies to complete business initiatives;
    tariffs and other barriers and restrictions;
    longer payment cycles; 16




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
    difficulties in enforcing intellectual property and contract
    rights;
    greater difficulty in accounts receivable collection;
    potentially adverse taxes; and
    the burdens of complying with a variety of
    non-U.S. laws
    and telecommunications standards.  non-U.S. markets
  non-U.S. markets, non-U.S. sales,
  Our
    intellectual property rights may not be adequate to protect our
    business.
      We are
    dependent upon key personnel.
     17




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Internal
    Controls.
    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
    product liability claims or other claims for damages that may be
    caused by any product defects or performance failures.    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.
   18




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We
    rely upon our contract manufacturing
    relationships.
    We may
    encounter litigation that has a material impact on our
    business.
    We are
    subject to risks associated with changes in commodity prices,
    interest rates, security prices, and foreign currency exchange
    rates.
      Risks
    Related to Our Common Stock
  Our
    stock price is volatile.
  day-to-day
  
    announcements of new products and services by us or our
    competitors;
    quarterly fluctuations in our financial results or the financial
    results of our competitors or our customers;
    customer contract awards to us or our competitors; 19




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
    increased competition with our competitors or among our
    customers;
    consolidation among our competitors or customers;
    disputes concerning intellectual property rights;
    the financial health of ADC, our competitors or our customers;
    developments in telecommunications regulations;
    general conditions in the communications equipment industry;
    general economic conditions in the U.S. or
    internationally; and
    rumors or speculation regarding ADCs future business
    results and actions.    We
    have not in the past and do not intend in the foreseeable future
    to pay cash dividends on our common stock.
    Anti-takeover
    provisions in our charter documents, our shareowner rights plan
    and Minnesota law could prevent or delay a change in control of
    our company.
    
    advance notice requirements for shareowner proposals;
    authorization for our Board of Directors to issue preferred
    stock without shareowner approval;
    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 shareowners.   
  Item 1B.
    UNRESOLVED
    STAFF COMMENTS  None.
 20




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Item 2.
    PROPERTIES      
    Shakopee, Minnesota  approximately 360,000 sq.
    ft., owned; general purpose facility used for engineering,
    manufacturing and general support of our global connectivity
    products; and a second facility, approximately
    50,000 sq. ft., leased; general purpose facility used
    for engineering, testing and general support for our wireless
    products;
    Juarez and Delicias, Mexico  approximately
    327,000 sq. ft. and 139,000 sq. ft.,
    respectively, owned; manufacturing facilities used for our
    global connectivity products;
    Berlin, Germany  approximately 619,000 sq.
    ft., leased; general purpose facility used for engineering,
    manufacturing and general support of our global connectivity
    products;
    Sidney, Nebraska  approximately 382,000 sq.
    ft., owned; manufacturing facility used for our global
    connectivity products;
    Brno, Czech Republic  approximately 100,000
    sq. ft., leased; manufacturing facility used for our global
    connectivity products;
    Berkely Vale, Australia  approximately 98,000
    sq. ft., owned; general purpose facility for engineering,
    manufacturing and general support of our global connectivity
    products;
    Bangalore, India  approximately 88,000 sq.
    ft., owned; manufacturing facility used for our global
    connectivity products; and a second site in Bangalore,
    approximately 22,000 sq. ft., leased; general purpose
    facilities for engineering, sales, finance, information
    technology and back-office applications; and
    Santa Teresa, New Mexico  approximately
    333,000 sq. ft., leased; global warehouse and distribution
    center facility with approximately 60,000 sq. ft.
    dedicated to selected finished product assembly operations.     21




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Item 3.
    LEGAL
    PROCEEDINGS  In Re ADC
    Telecommunications, Inc. ERISA Litigation.
   
  Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.
 22




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PART II
 
  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2006


2005High


Low


High


LowFirst Quarter

$
25.88


$
17.21


$
19.88


$
14.70Second Quarter


27.90



22.30



18.06



12.88Third Quarter


23.67



11.84



26.27



15.33Fourth Quarter


15.80



11.81



27.14



16.95   one-for-seven Form 10-K,
 23




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Item 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  FIVE-YEAR
    FINANCIAL SUMMARY
    Years ended October 31
  2006


2005


2004


2003


2002(In millions, except per share data)Income Statement Data from
    Continuing OperationsNet sales

$
1,281.9


$
1,129.4


$
733.9


$
545.1


$
771.3Gross profit


413.0



425.8



300.5



211.1



166.4Research and development expense


72.4



71.6



59.1



59.9



106.8Selling and administration expense


273.7



259.8



204.1



155.4



243.2Operating income (loss)


46.1



84.2



24.0



(40.2
)


(725.5
)Income (loss) before income taxes


56.5



104.8



33.6



(74.1
)


(718.0
)Provision (benefit) for income
    taxes


(37.7
)


7.2



2.0



(5.1
)


249.4Income (loss) from continuing
    operations


94.2



97.6



31.6



(69.0
)


(967.4
)Earnings (loss) per diluted share
    from continuing operations


0.80



0.81



0.27



(0.60
)


(8.51
)Balance Sheet DataCurrent assets


942.5



854.8



835.8



1,032.4



718.6Current liabilities


260.9



288.8



302.0



266.8



400.3Total assets


1,612.2



1,537.2



1,428.1



1,296.9



1,144.2Long-term notes payable


400.0



400.0



400.0



400.0



10.5Total long-term obligations


477.8



474.5



466.8



402.4



11.7Shareowners investment


873.5



773.9



659.3



627.7



732.2  24




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Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS      Results
    of Operations
    PercentageIncrease (Decrease)Between Periods2006


2005


2004


2006 vs. 2005


2005 vs. 2004Net sales

$
1,281.9


$
1,129.4


$
733.9



13.5
%


53.9
%Cost of sales


868.9



703.6



433.4



23.5



62.3Gross profit


413.0



425.8



300.5



(3.0
)


41.7Operating expenses:Research and development


72.4



71.6



59.1



1.1



21.2Selling and administration


273.7



259.8



204.1



5.4



27.3Impairment charges


1.2



0.3



1.7



300.0



(82.4
)Restructuring charges


19.6



9.9



11.6



98.0



(14.7
)Total operating
    expenses


366.9



341.6



276.5



7.4



23.5Operating income


46.1



84.2



24.0



(45.2
)


250.8Other income (expense),
    net:Interest income, net


7.0



7.1



3.6



(1.4
)


97.2Other, net


3.4



13.5



6.0



(74.8
)


125.0Income before income
    taxes


56.5



104.8



33.6



(46.1
)


211.9Provision (benefit) for income
    taxes


(37.7
)


7.2



2.0



(623.6
)


260.0Income from continuing
    operations

$
94.2


$
97.6


$
31.6



(3.5
)%


208.9
%  25




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Form 10-K
  PercentageIncrease (Decrease)Net Sales


Between PeriodsOperating Segment

2006


2005


2004


2006 vs. 2005


2005 vs. 2004Broadband Infrastructure and
    Access:Infrastructure (Connectivity)

$
984.4


$
804.4


$
472.8



22.4
%


70.1
%Wireline


70.1



75.4



105.0



(7.0
)


(28.2
)Wireless


28.2



63.6



45.9



(55.7
)


38.6Eliminations and Other


0.3



0.5



2.1



(40.0
)


(76.2
)Total Broadband Infrastructure
    and Access


1,083.0



943.9



625.8



14.7



50.8Professional
    Services:Product


53.3



57.4



56.6



(7.1
)


1.4Service


145.6



128.1



51.5



13.7



148.7Total Professional
    Services


198.9



185.5



108.1



7.2



71.6Total Net Sales

$
1,281.9


$
1,129.4


$
733.9



13.5
%


53.9
%   Net
    Sales
  Fiscal
    2006 vs. Fiscal 2005
         26




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Fiscal
    2005 vs. Fiscal 2004
            Gross
    Profit
  Fiscal
    2006 vs. Fiscal 2005
   27




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Fiscal
    2005 vs. Fiscal 2004
    Operating
    Expenses
  Fiscal
    2006 vs. Fiscal 2005
    Research and development:
  Selling and administration: Share-Based Payment: An amendment of FASB Statements
    No. 123 and 95 (SFAS 123(R))
  Restructuring and impairment
    charges:
   28




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Fiscal
    2005 vs. Fiscal 2004
    Research and development:
  Selling and administration:
    Restructuring and impairment
    charges:
   29




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Other
    Income, Net
    2006


2005


2004Interest income on short-term
    investments

$
22.8


$
18.3


$
12.4Interest expense on borrowings


(15.8
)


(11.2
)


(8.8
)Interest income, net


7.0



7.1



3.6Foreign exchange income (loss)


0.5



0.7



(1.8
)Gain on sale of note receivable






9.0



(Loss) gain on investments


(3.9
)






4.8Andrew merger termination
    proceeds, net


3.8







KRONE Brazil customs accrual
    reversal


3.0







Gain (loss) on sale of fixed assets


(0.2
)


4.2



0.5Other


0.2



(0.4
)


2.5Subtotal


3.4



13.5



6.0Total other income (expense), net

$
10.4


$
20.6


$
9.6         Acquisitions
     30




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##### Table of Contents



Form 10-K
    Form 10-K
    Form 10-K
  Discontinued
    operations
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  APS
    France
   31




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ADC
    Systems Integration UK Limited
    Metrica
    BroadAccess40
    Cuda/FastFlow
    Singl.eView
   32




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##### Table of Contents



2006


2005


2004Revenue

$
36.3


$
54.0


$
155.0Loss from discontinued operations,
    net

$
(6.5
)

$
(13.4
)

$
(65.2
)(Loss) gain on sale or write-down
    of discontinued operations, net


(15.6
)


26.5



50.0(Loss) gain from discontinued
    operations

$
(22.1
)

$
13.1


$
(15.2
)   Share-Based
    Compensation
        (In millions, exceptper share amounts)Effect on income before tax

$
(8.0
)Effect on income from continuing
    operations


(8.0
)Cumulative effect of change in
    accounting principle


0.6Net income


(7.4
)Basic and diluted earnings per
    share

$
(0.06
)   Income
    Taxes
  Fiscal
    2006 vs. Fiscal 2005 vs. Fiscal 2004
  Form 10-K
   33




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##### Table of Contents



Income
    (Loss) from Continuing Operations
        Segment
    Disclosures
  Broadband
    Infrastructure and Access Segment
    For the Years Ended October 31,2006


2005


2004(In millions)Operating income

$
61.0


$
99.3


$
58.3Depreciation and amortization


59.7



58.3



32.7Impairment and restructuring


20.5



8.7



10.9    34




---



##### Table of Contents



Form 10-K.
      Professional
    Services Segment
    For the Years Ended October 31,2006


2005


2004(In millions)Operating loss

$
(14.9
)

$
(15.1
)

$
(34.3
)Depreciation and amortization


8.3



8.6



8.2Impairment and restructuring


0.3



1.5



2.4       Form 10-K.
      Application
    of Critical Accounting Policies and Estimates
  Form 10-K
 35




---



##### Table of Contents



Inventories: first-in,
  Restructuring Accrual: Employers Accounting for Postemployment
    Benefits  An Amendment of FASB Statements No. 5
    and 43 Accounting for Costs Associated
    with Exit or Disposal Activities
  Revenue Recognition:
  percentage-of-completion
      Allowance for Uncollectible Accounts:
 36




---



##### Table of Contents



Warranty:
  Recoverability of Long-Lived Assets:
    Income Taxes and Deferred Taxes:
 37




---



##### Table of Contents



Form 10-K
  Litigation Reserves: Accounting for Contingencies, Form 10-K
  Share-Based Compensation:
  Pensions: Employers Accounting for Pensions,
 38




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
  Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106 and 132(R),
  
    Recognize in its statement of financial position an asset for a
    defined benefit postretirement plans overfunded status or
    a liability for a plans underfunded status.
    Measure a defined benefit postretirement plans assets and
    obligations that determine its funded status as of the end of
    the employers fiscal year.
    Recognize changes in the funded status of a defined benefit
    postretirement plan in comprehensive income in the year in which
    the changes occur.    Fair Value Measurements
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Accounting for Conditional Asset Retirement
    Obligations, an interpretation of FASB No. 143
 39




---



##### Table of Contents



Liquidity
    and Capital Resources
  Liquidity
  available-for-sale
    available-for-sale
    Operating
    Activities
  year-over-year
  Investing
    Activities
   40




---



##### Table of Contents



Financing
    Activities
    Unsecured
    Debt
  6-month
    Financing
    Arrangements
   41




---



##### Table of Contents



Vendor
    Financing
    Working
    Capital and Liquidity Outlook
  available-for-sale
    
    $12.5 million for employee severance will be paid by the
    end of fiscal 2007;
    $3.7 million for facilities consolidation costs, which
    relate principally to excess leased facilities, will be paid in
    fiscal 2007; and
    the remainder of $12.2 million, which also relates to
    excess leased facilities, will be paid over the respective lease
    terms ending through 2015.        Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLessThan


2-3


4-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 YearsLong-Term Debt Obligations(1)

$
484.3


$
13.6


$
224.9


$
22.9


$
222.9Operating Lease Obligations


143.3



29.9



46.5



31.7



35.2Purchase Obligations(2)


19.8



18.7



1.1







Pension Obligations


68.0



3.6



7.2



7.5



49.7Total

$
715.4


$
65.8


$
279.7


$
62.1


$
307.8  42




---



##### Table of Contents



(1)
    
    Includes interest on the fixed rate debt of 1% and interest on
    our variable rate debt of 5.729%. The interest rate for our
    variable rate debt resets on each semi-annual interest payment
    date. For purposes of this schedule, we used the rate as reset
    on December 15, 2006.(2)
    
    Amounts represent non-cancelable commitments to purchase goods
    and services, including items such as inventory and information
    technology support.  Cautionary
    Statement Regarding Forward Looking Information
  quarter-to-quarter, non-U.S. jurisdictions; Form 10-K
 
  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   43




---



##### Table of Contents



6-month
          Form 10-K
 44




---



##### Table of Contents



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




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
 
  Consolidated
    Statements of Operations
  For the Years Ended October 31,2006


2005


2004(In millions, except earningsper share)Net Sales:Products

$
1,136.3


$
1,001.3


$
682.4Services


145.6



128.1



51.5Total net sales


1,281.9



1,129.4



733.9Cost of Sales:Products


748.9



592.0



373.2Services


120.0



111.6



60.2Total cost of sales


868.9



703.6



433.4Gross Profit


413.0



425.8



300.5Operating Expenses:Research and development


72.4



71.6



59.1Selling and administration


273.7



259.8



204.1Impairment charges


1.2



0.3



1.7Restructuring charges


19.6



9.9



11.6Total operating expenses


366.9



341.6



276.5Operating Income


46.1



84.2



24.0Other Income, Net


10.4



20.6



9.6Income before income
    taxes


56.5



104.8



33.6Provision (benefit) for income
    taxes


(37.7
)


7.2



2.0Income from continuing
    operations


94.2



97.6



31.6Discontinued Operations, Net of
    Tax:Loss from discontinued operations


(6.5
)


(13.4
)


(65.2
)(Loss) gain on sale or write-down
    of discontinued operations, net


(15.6
)


26.5



50.0Total discontinued operations, net
    of tax


(22.1
)


13.1



(15.2
)Cumulative effect of a change in
    accounting principle


0.6







Net Income

$
72.7


$
110.7


$
16.4Weighted Average Common
    Shares Outstanding (Basic)


117.1



116.0



115.5Weighted Average Common
    Shares Outstanding (Diluted)


117.4



131.1



116.0Basic Income (Loss) Per
    Share:Continuing operations

$
0.80


$
0.84


$
0.27Discontinued operations

$
(0.19
)

$
0.11


$
(0.13
)Cumulative effect of a change in
    accounting principle

$
0.01


$



$
Net income

$
0.62


$
0.95


$
0.14Diluted Income (Loss) Per
    Share:Continuing operations

$
0.80


$
0.81


$
0.27Discontinued operations

$
(0.19
)

$
0.10


$
(0.13
)Cumulative effect of a change in
    accounting principle

$
0.01


$



$
Net income

$
0.62


$
0.91


$
0.14    46




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
 
  Consolidated
    Balance Sheets
  October 31,


October 31,2006


2005(In millions)ASSETSCurrent Assets:Cash and cash equivalents

$
142.3


$
108.4Available-for-sale
    securities


395.4



335.3Accounts receivable, net of
    reserves of $10.2 and $20.6


171.0



180.6Unbilled revenues


22.9



27.0Inventories, net of reserves of
    $35.1 and $35.6


165.5



140.4Assets of discontinued operations


14.9



29.6Prepaid and other current assets


31.5



33.5Total current assets


943.5



854.8Property and equipment, net of
    accumulated depreciation of $369.8 and $347.3


206.5



220.4Restricted cash


14.0



21.8Goodwill


238.5



240.5Intangibles, net of accumulated
    amortization of $66.5 and $35.5


142.0



165.0Available-for-sale
    securities


10.7



12.1Long term assets of discontinued
    operations


0.3



1.2Other assets


56.7



21.4Total assets

$
1,612.2


$
1,537.2LIABILITIES AND
    SHAREOWNERS INVESTMENTCurrent LiabilitiesAccounts payable

$
88.4


$
69.6Accrued compensation and benefits


43.6



78.9Other accrued liabilities


61.4



75.2Income taxes payable


17.7



15.9Restructuring accrual


28.4



29.6Liabilities of discontinued
    operations


21.4



19.6Total current liabilities


260.9



288.8Pension obligations and other
    long-term liabilities


77.8



74.5Long-term notes
    payable


400.0



400.0Total liabilities

$
738.7


$
763.3Shareowners
    investment:Preferred stock, $0.00 par value;
    authorized 10.0 shares; None issued or outstanding






Common stock, $0.20 par value;
    authorized 1,200.0 shares; issued and outstanding 117.2 and
    116.5 shares


23.5



23.3Paid-in capital


1,417.4



1,397.9Accumulated deficit


(550.2
)


(622.9
)Deferred compensation






1.2Accumulated other comprehensive loss


(17.2
)


(25.6
)Total shareowners investment


873.5



773.9Total liabilities and
    shareowners investment

$
1,612.2


$
1,537.2    47




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
 
  Consolidated
    Statements of Shareowners Investment
  AccumulatedOtherCommon Stock


Paid-In


Accumulated


Deferred


ComprehensiveShares


Amount


Capital


Deficit


Compensation


Income (Loss)


Total(In millions)Balance, October 31,
    2003


806.6


$
161.3


$
1,246.9


$
(750.0
)

$
(9.3
)

$
(21.2
)

$
627.7Net income














16.4











16.4Other comprehensive income, net of
    tax:Translation gain, net of taxes of
    $0.0






















12.3



12.3Unrealized loss on securities, net
    of taxes of $0.0






















(0.4
)


(0.4
)Adjustment for sale of securities,
    net of taxes of $0.0






















(4.2
)


(4.2
)Total comprehensive income


























24.1Exercise of common stock options


2.0



0.4



2.2















2.6Reduction of deferred compensation


1.5



0.3



1.7







2.9







4.9Balance, October 31,
    2004


810.1



162.0



1,250.8



(733.6
)


(6.4
)


(13.5
)


659.3Net income














110.7











110.7Other comprehensive income, net of
    tax:Translation loss, net of taxes of
    $0.0






















(4.6
)


(4.6
)Unrealized loss on securities, net
    of taxes of $0.0






















(0.3
)


(0.3
)Minimum pension liability
    adjustment, net of taxes of $0.0






















(7.2
)


(7.2
)Total comprehensive income


























98.6Reverse stock split


(694.9
)


(139.0
)


138.9















(0.1
)Stock issued for employee incentive
    plan, net of forfeitures


0.1







0.2







(0.6
)






(0.4
)Exercise of common stock options


1.2



0.3



13.2















13.5Reduction of deferred compensation










(5.2
)






8.2







3.0Balance, October 31,
    2005


116.5



23.3



1,397.9



(622.9
)


1.2



(25.6
)


773.9Net income














72.7











72.7Other comprehensive income, net of
    tax:Translation gain, net of taxes of
    $0.0






















4.8



4.8Unrealized gain on securities, net
    of taxes of $0.0






















0.7



0.7Minimum pension liability
    adjustment, net of taxes of $0.0






















2.9



2.9Total comprehensive income


























81.1Stock issued for employee incentive
    plan, net of forfeitures


















(1.2
)






(1.2
)Exercise of common stock options


0.7



0.2



9.5















9.7Compensation expense related to
    stock option plan










10.0















10.0Balance, October 31,
    2006


117.2


$
23.5


$
1,417.4


$
(550.2
)

$



$
(17.2
)

$
873.5    48




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##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
 
  Consolidated
    Statements of Cash Flows
  For the Years Ended October 31,2006


2005


2004(In millions)Operating Activities:Income from continuing operations

$
94.2


$
97.6


$
31.6Adjustments to reconcile income
    from continuing operations to net cash provided by operating
    activities from continuing operations:Impairments


1.2



0.3



1.7Write-down of investments


3.9







Depreciation and amortization


68.0



66.9



40.9Provision for bad debt


(0.2
)


(3.2
)


(2.4
)Non-cash stock compensation


10.0



3.0



2.9Change in deferred income taxes


(46.9
)


2.5



1.9Gain on sale of investments










(4.8
)(Gain) loss on sale of property and
    equipment


0.2



(4.2
)


(0.5
)Gain on sale of business










(2.8
)Other, net


0.3



2.1



(1.7
)Changes in operating assets and
    liabilities, net of acquisitions and divestitures:Accounts receivable and unbilled
    revenues (increase)/decrease


14.4



(28.9
)


(7.0
)Inventories increase


(23.5
)


(35.0
)


(5.7
)Prepaid and other assets
    (increase)/decrease


4.2



(15.5
)


22.2Accounts payable increase


17.8



0.1



0.8Accrued liabilities
    increase/(decrease)


(53.4
)


(11.5
)


0.4Pension liabilities increase


3.3



1.2



Total cash provided by operating
    activities from continuing operations


93.5



75.4



77.5Total cash used by operating
    activities from discontinued operations


(6.4
)


(11.7
)


(69.6
)Total cash provided by operating
    activities


87.1



63.7



7.9Investing Activities:Acquisitions, net of cash acquired






(173.2
)


(295.2
)Divestitures, net of cash disposed






32.8



67.9Property and equipment additions


(33.3
)


(35.5
)


(14.4
)Proceeds from disposal of property
    and equipment


1.2



16.7



11.2Proceeds from sale/collection of
    note receivable


14.2



18.2



(Increase) decrease in restricted
    cash


8.0



(1.4
)


(4.6
)Purchase of available for sale
    securities


(577.1
)


(957.4
)


(2,073.2
)Sale of available for sale
    securities


519.0



1,071.2



2,115.9Other


0.1







Total cash used for investing
    activities from continuing operations


(67.9
)


(28.6
)


(192.4
)Total cash provided by investing
    activities from discontinued operations


0.6



0.4



Total cash used for investing
    activities


(67.3
)


(28.2
)


(192.4
)Financing Activities:Repayments of debt










(10.7
)Common stock issued


9.6



13.6



3.7Total cash provided by (used for)
    financing activities


9.6



13.6



(7.0
)Effect of Exchange Rate Changes
    on Cash


4.5



(4.5
)


(0.2
)Increase (Decrease) in Cash and
    Cash Equivalents


33.9



44.6



(191.7
)Cash and Cash Equivalents,
    Beginning of Year


108.4



63.8



255.5Cash and Cash Equivalents, End
    of Year

$
142.3


$
108.4


$
63.8    49




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to Consolidated Financial Statements
  Note 1:  Summary
    of Significant Accounting Policies
  Business:
    Principles of Consolidation: Consolidation of Variable Interest
    Entities Consolidated Financial
    Statements
  Basis of Presentation: Accounting for the
    Impairment or Disposal of Long-Lived Assets,
  Fair Value of Financial Instruments: available-for-sale
  Reclassifications:
 50




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Reverse Stock Split: one-for-seven Form 10-K.
  Cash and Cash Equivalents:
  Restricted Cash:
  Available-for-Sale
    Securities: available-for-sale available-for-sale available-for-sale
  Inventories: first-in,
  Property and Equipment:
  Impairment of Long-Lived Assets:
  Goodwill and Other Intangible Assets:
 51




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Research and Development Costs:
  Revenue Recognition:
  percentage-of-completion
    Allowance for Uncollectible Accounts:
  Warranty:
    Balance at





Charged toBeginning





Costs and





Balance atof Year


Acquisition


Expenses


Deductions


End of Year2006

$
10.8


$



$
4.7


$
6.0


$
9.52005


14.4







2.7



6.3



10.82004


10.4



5.3



4.0



5.3



14.4   Deferred Financing Costs:
  Income Taxes and Deferred Taxes:
 52




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Foreign Currency Translation:
      Share-Based Compensation: Transition Election Related to Accounting for Tax
    Effect of Share-Based Payment Awards
 53




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Use of Estimates:
  Comprehensive Income (Loss): available-for-sale
  Dividends:
  Off-Balance Sheet Arrangements:
  Recently Issued Accounting
    Pronouncements: Employers Accounting for
    Defined Benefit Pension and Other Postretirement Plans, an
    amendment of FASB Statements No. 87, 88, 106 and
    132(R)
  
    Recognize in its statement of financial position an asset for a
    defined benefit postretirement plans overfunded status or
    a liability for a plans underfunded status.
    Measure a defined benefit postretirement plans assets and
    obligations that determine its funded status as of the end of
    the employers fiscal year.
    Recognize changes in the funded status of a defined benefit
    postretirement plan in comprehensive income in the year in which
    the changes occur.    Fair Value Measurements
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
 54




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Conditional Asset Retirement
    Obligations, an interpretation of FASB No. 143
  Note 2:  Other
    Financial Statement Data (in millions)
  Other
    Income (Expense), Net:
  2006


2005


2004Interest income on short-term
    investments

$
22.8


$
18.3


$
12.4Interest expense on borrowings


(15.8
)


(11.2
)


(8.8
)Interest income, net


7.0



7.1



3.6Foreign exchange income (loss)


0.5



0.7



(1.8
)Gain on sale of note receivable






9.0



(Loss) gain on investments


(3.9
)






4.8Andrew merger termination
    proceeds, net


3.8







KRONE Brazil customs accrual
    reversal


3.0







Gain (loss) on sale of fixed assets


(0.2
)


4.2



0.5Other, net


0.2



(0.4
)


2.5Subtotal


3.4



13.5



6.0Total other income (expense), net

$
10.4


$
20.6


$
9.6   Supplemental
    Cash Flow Information:
  2006


2005


2004Income taxes paid, net of refunds
    received

$
5.4


$
9.0


$
1.2Interest paid

$
13.3


$
9.8


$
8.5   Supplemental
    Schedule of Investing Activities:
  2006


2005


2004Acquisitions:Fair value of assets acquired

$



$
179.4


$
454.9Less: Liabilities assumed






(5.8
)


(148.8
)Acquisition costs










5.6Cash acquired






(0.4
)


(16.5
)Acquisitions, net of cash acquired

$



$
173.2


$
295.2Divestitures:Proceeds from divestitures

$



$
33.6


$
78.9Cash disposed






(0.8
)


(11.0
)Divestitures, net of cash disposed

$



$
32.8


$
67.9  55




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Consolidated
    Balance Sheet Information:
  2006


2005Inventories:Purchased materials

$
66.9


$
64.3Manufactured products


129.2



102.6Work-in-process


4.5



9.1Less: Inventory reserve


(35.1
)


(35.6
)Total inventories, net

$
165.5


$
140.4Property and
    Equipment:Land and buildings

$
140.9


$
136.7Machinery and equipment


383.6



369.0Furniture and fixtures


41.7



41.8Less accumulated depreciation


(369.8
)


(347.3
)Total


196.4



200.2Construction-in-process


10.1



20.2Total property and equipment, net

$
206.5


$
220.4Other Assets:Notes receivable, net

$
1.7


$
7.6Deferred financing costs


5.0



6.5Deferred tax asset


44.6



Other


5.4



7.3Total other assets

$
56.7


$
21.4Other Accrued
    Liabilities:Deferred revenue

$
3.7


$
2.5Warranty reserve


9.5



10.8Accrued taxes (non-income)


37.8



49.5Non-trade payables


1.9



2.4Other


8.5



10.0Total other accrued liabilities

$
61.4


$
75.2     Note 3:  Acquisitions
   56




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
                 57




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    FONS


OpenCell


KRONEAugust 26, 2005


May 6, 2005


May 18, 2004Current assets

$
14.8


$
1.4


$
119.8Intangible assets


83.3



4.7



78.1Goodwill


70.6







167.9Other long-term assets


3.3



1.3



85.6Total assets acquired


172.0



7.4



451.4Current liabilities


5.5



0.3



76.4Long-term liabilities










64.1Total liabilities assumed


5.5



0.3



140.5Net assets acquired


166.5



7.1



310.9Less cash acquired


0.4







16.5Net cash paid

$
166.1


$
7.1


$
294.4         2005


2004Revenue

$
1,200.3


$
948.5Income from continuing
    operations(1)

$
109.6


$
16.8Net income per share 
    basic

$
0.94


$
0.15Net income per share 
    diluted

$
0.90


$
0.14     (1)
    
    Includes restructuring and impairment charges of
    $9.9 million and $0.3 million, respectively, for the
    year ended October 31, 2005 and $11.6 million and
    $1.7 million, respectively, for the year ended
    October 31, 2004 for the ADC stand-alone business. KRONE
    stand-alone business includes restructuring charges of
    $2.4 million for the year ended October 31, 2004. FONS
    stand-alone business includes impairment charges of
    $2.5 million for the year ended October 31, 2004.    Note 4:  Discontinued
    Operations
  Accounting for the Impairment or Disposal of Long-Lived
    Assets.
 58




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##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  APS
    France
    ADC
    Systems Integration UK Limited
    Metrica
    BroadAccess40
    Cuda/FastFlow
   59




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Singl.e
    View
      2006


2005


2004Revenue

$
36.3


$
54.0


$
155.0Loss from discontinued operations,
    net

$
(6.5
)

$
(13.4
)

$
(65.2
)(Loss) gain on sale or write-down
    of discontinued operations, net


(15.6
)


26.5



50.0(Loss) gain from discontinued
    operations

$
(22.1
)

$
13.1


$
(15.2
)   Note 5:  Net
    Income from Continuing Operations Per Share
    2006


2005


2004Numerator:Net income from continuing
    operations

$
94.2


$
97.6


$
31.6Convertible note interest






8.6



$
94.2


$
106.2


$
31.6Denominator:Weighted average common shares
    outstanding


117.1



116.0



115.5Convertible notes assumed
    converted to common stock






14.2



Employee options and other


0.3



0.9



0.5Weighted average common shares
    outstanding


117.4



131.1



116.0Basic income per share from
    continuing operations

$
0.80


$
0.84


$
0.27Diluted income per share from
    continuing operations

$
0.80


$
0.81


$
0.27        60




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  net-of-tax
  Note 6:  Investments
  available-for-sale
  Cost


Unrealized


Unrealized


FairBasis


Gain


Loss


ValueFiscal 2006U.S. Treasury and other U.S.
    government agencies

$
10.7


$



$



$
10.7Corporate bonds


12.0











12.0Equity securities


0.5











0.5Auction rate securities


382.9











382.9Total
    available-for-sale
    securities

$
406.1


$



$



$
406.1Fiscal 2005U.S. Treasury and other U.S.
    government agencies

$
26.2


$



$
0.3


$
25.9Corporate bonds


13.9







0.2



13.7Equity securities


0.5







0.2



0.3Auction rate securities


307.5











307.5Total
    available-for-sale
    securities

$
348.1


$



$
0.7


$
347.4     Fair ValueDue in one year or less

$
395.4Due in one year through two years


10.7Total

$
406.1   available-for-sale
    Note 7:  Goodwill
    and Intangible Assets
   61




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Balances as of October 31,
    2004

$
180.1Goodwill acquired during the year


70.9Purchase accounting adjustments


(10.5
)Balance as of October 31, 2005


240.5Goodwill acquired during the year


Purchase accounting adjustments


(2.0
)Balance as of October 31, 2006

$
238.5   Goodwill and
    Other Intangible Assets,
      Gross








EstimatedCarrying


Accumulated





Life Range2006

Amounts


Amortization


Net


(In Years)Technology

$
54.0


$
20.6


$
33.4



5-7Trade name/trademarks


26.2



3.8



22.4



5-20Distributor network


10.1



2.5



7.6



10Customer list


41.8



10.9



30.9



2Patents


37.1



16.0



21.1



3-7Non-compete agreements


13.6



3.9



9.7



2-5Other


25.7



8.8



16.9



1-13Total

$
208.5


$
66.5


$
142.0



8
(1)   62




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Gross








EstimatedCarrying


Accumulated





Life Range2005

Amounts


Amortization


Net


(In Years)Technology

$
54.0


$
11.3


$
42.7



5-7Trade name/trademarks


26.2



2.0



24.2



2-20Distributor network


10.1



1.5



8.6



10Customer list


41.8



3.5



38.3



2-7Patents


29.1



11.1



18.0



3-7Non-compete agreements


13.6



0.8



12.8



2-5Other


25.7



5.3



20.4



1-13Total

$
200.5


$
35.5


$
165.0



8
(1)     (1)
    
    Weighted average life.    2007

$
28.62008


27.82009


24.92010


19.32011


11.3Thereafter


30.1Total

$
142.0   Note 8:  Notes Payable
  6-month
     63




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 9:  Shareowner
    Rights Plan
    Note 10:  Income
    Taxes
    2006


2005


2004United States

$
77.1


$
95.9


$
29.0Foreign


(20.6
)


8.9



4.6Total income (loss) before income
    taxes

$
56.5


$
104.8


$
33.6    64




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005


2004Current taxes:Federal

$
3.4


$



$
Foreign


5.8



6.8



2.1State


0.4



(0.5
)


(0.7
)9.6



6.3



1.4Deferred taxes:Federal


(46.7
)






Foreign


(0.6
)


0.9



0.6State










(47.3
)


0.9



0.6Total (benefit) provision

$
(37.7
)

$
7.2


$
2.0     2006


2005


2004Federal statutory rate


35
%


35
%


35
%Change in deferred tax asset
    valuation allowance


(129
)


(16
)


(24
)State income taxes, net


1



1



(2
)Foreign income taxes


23



(12
)


(4
)Other, net


3



(1
)


1Effective income tax rate


(67
%)


7
%


6
%  65




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005Current deferred tax
    assets:Asset valuation reserves

$
11.9


$
19.6Accrued liabilities


16.9



19.7Net operating loss and tax credit
    carryover


24.5



Subtotal


53.3



39.3Non-current deferred tax
    assets:Intangible assets


274.7



237.2Depreciation


15.3



17.5Net operating loss and tax credit
    carryover


445.5



532.3Capital loss carryover


222.3



225.6Investments and other


39.8



27.4Subtotal


997.6



1,040.0Total deferred tax assets


1,050.9



1,079.3Current deferred tax
    liabilities:Accrued liabilities


(5.0
)


(4.1
)Subtotal


(5.0
)


(4.1
)Non-current deferred tax
    liabilities:Intangible assets


(22.6
)


(27.5
)Investments and other


(6.1
)


(9.1
)Subtotal


(28.7
)


(36.6
)Total deferred tax liabilities


(33.7
)


(40.7
)Net deferred tax assets


1,017.2



1,038.6Deferred tax asset valuation
    allowance


(971.6
)


(1,039.9
)Net deferred tax asset
    (liabilities)

$
45.6


$
(1.3
)   Accounting for Income Taxes,
 66




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
                    Note 11:  Employee
    Benefit Plans
  Retirement Savings Plans:
 67




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (non-U.S.) (non-U.S.)
  Pension Benefits:
    October 31,2006


2005Reconciliation of projected
    benefit obligationBeginning balance

$
68.9


$
62.8Service cost


0.2



0.2Interest cost


2.9



3.2Actuarial (gain) loss


(2.6
)


9.6Foreign currency exchange rate
    changes


3.3



(3.4
)Benefit payments


(3.5
)


(3.5
)Ending balance

$
69.2


$
68.9Funded status of the
    planPlan assets at fair value less
    than benefit obligation

$
(69.2
)

$
(68.9
)Unrecognized net actuarial (gain)
    loss


5.5



8.5Net amount recognized

$
(63.7
)

$
(60.4
)Amounts recognized in the
    Consolidated Balance Sheet as of October 31Prepaid benefit cost

$



$
Accumulated benefit obligation


68.0



67.6Accumulated other comprehensive
    income, pre-tax


(4.3
)


(7.2
)Net amount recognized

$
63.7


$
60.4  68




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005


2004Service cost

$
0.2


$
0.2


$
0.2Interest cost


2.9



3.2



1.5Net periodic pension cost

$
3.1


$
3.4


$
1.7     October 31,2006


2005


2004Weighted average assumptions
    used to determine benefit obligationsDiscount rate


4.50
%


4.25
%


5.25
%Compensation rate increase


2.50
%


2.50
%


2.50
%Weighted average assumptions
    used to determine net cost for the years endedDiscount rate


4.25
%


5.25
%


5.25
%Compensation rate increase


2.50
%


2.50
%


2.50
%       2007

$
3.62008


3.62009


3.62010


3.72011


3.8Five Years Thereafter

$
19.8   Note 12:
    Share-Based Compensation
     69




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Accounting for Stock-Based
    Compensation
          (In millions, exceptper share amounts)Effect on income before tax

$
(8.0
)Effect on income from continuing
    operations


(8.0
)Cumulative effect of change in
    accounting principle


0.6Net income

$
(7.4
)Basic and diluted earnings per
    share

$
(0.06
)  70




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2005


2004(In millions, except


(In millions, exceptper share amounts)


per share amounts)Net income as reported

$
110.7


$
16.4Plus: Share-based employee
    compensation included in reported income


3.0



2.9Less: Stock compensation
    expense  fair value based method


(20.5
)


(36.6
)Pro forma net income (loss)

$
93.2


$
(17.3
)Net income (loss) per shareAs reported  basic

$
0.95


$
0.14As reported  diluted

$
0.91


$
0.14Pro forma  basic

$
0.80


$
(0.15
)Pro forma  diluted

$
0.78


$
(0.15
)      71




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Stock Options


RestrictedStock Option


Weighted Average


StockShares


Exercise Price


Awards/Units(In millions)





(In millions)Outstanding at October 31,
    2003


10.6


$
42.98



0.3Granted


3.5



22.33



Exercised


(0.3
)


(10.99
)


Restrictions lapsed










(0.1
)Canceled


(5.5
)


(49.77
)


Outstanding at October 31,
    2004


8.3



29.53



0.2Granted


1.1



18.65



0.2Exercised


(0.8
)


(15.90
)


Restrictions lapsed










Canceled


(1.8
)


(31.05
)


Outstanding at October 31,
    2005


6.8



28.95



0.4Granted


1.0



23.83



0.4Exercised


(0.6
)


(16.60
)


Restrictions lapsed










(0.1
)Canceled


(0.6
)


(31.06
)


(0.1
)Outstanding at October 31,
    2006


6.6



29.08



0.6Exercisable at October 31,
    2006


4.6


$
32.50



     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$ 8.05 - $ 15.26


210,729



6.92


$
13.07



165,674


$
12.6015.68 -  15.82


882,027



6.08



15.82



881,759



15.8216.03 -  18.62


585,243



7.15



17.10



458,742



17.0118.69 -  18.76


834,054



8.13



18.76



201,121



18.7619.11 -  19.81


714,569



4.42



19.78



698,496



19.7920.02 -  23.45


631,455



7.38



20.64



343,346



20.6623.91 -  23.91


834,351



9.12



23.91







24.01 -  30.59


779,660



5.40



29.19



733,459



29.4131.08 -  64.31


661,143



3.27



45.87



661,143



45.8764.85 - 293.56


444,060



2.79



109.66



444,060



109.666,577,291



6.21


$
29.08



4,587,800


$
32.50  72




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005


2004Expected volatility


57.70
%


58.99
%


59.40
%Risk free interest rate


4.34
%


3.68
%


3.13
%Expected dividends










Expected term (in years)


4.9



4.5



4.6       Note 13:  Accumulated
    Other Comprehensive Income (Loss)
  available-for-sale available-for-sale
 73




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Foreign


Unrealized


MinimumCurrency


Gain (Loss)


PensionTranslation


On AFS


LiabilityAdjustment


Securities, net


Adjustment


TotalBalance, October 31, 2003

$
(25.4
)

$
4.2


$



$
(21.2
)Translation gain


12.3











12.3Unrealized loss on securities






(0.4
)






(0.4
)Adjustment for sale of securities






(4.2
)






(4.2
)Balance, October 31, 2004


(13.1
)


(0.4
)






(13.5
)Translation loss


(4.6
)










(4.6
)Minimum pension liability
    adjustment










(7.2
)


(7.2
)Unrealized loss on securities






(0.3
)






(0.3
)Balance, October 31, 2005


(17.7
)


(0.7
)


(7.2
)


(25.6
)Translation gain


4.8











4.8Minimum pension liability
    adjustment










2.9



2.9Unrealized gain on securities






0.7







0.7Balance, October 31, 2006

$
(12.9
)

$
(0.0
)

$
(4.3
)

$
(17.2
)     Note 14:  Commitments
    and Contingencies
  Vendor Financing:
  Letters of Credit:
  Operating Leases:
 74




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2007

$
29.92008


25.42009


21.12010


18.92011


12.8Thereafter


35.2Total

$
143.3     Legal Contingencies: In Re ADC Telecommunications, Inc. ERISA
    Litigation
    Income Tax Contingencies:
   75




---



##### Table of Contents



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 systems and components that provide the
    infrastructure to wireline, wireless, cable, broadcast and
    enterprise networks to connect high-speed Internet, data, video
    and voice services to the network over copper, coaxial and
    fiber-optic cables, and
    Access systems used in the last mile/kilometer of wireline and
    wireless networks to deliver high-speed Internet, data and voice
    services.         76




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2006


2005


2004Infrastructure Products
    (Connectivity)

$
984.4


$
804.4


$
472.8Access Products (Wireline and
    Wireless)


98.3



139.0



150.9Eliminations and Other


0.3



0.5



2.1Broadband Infrastructure and
    Access


1,083.0



943.9



625.8Professional Services


198.9



185.5



108.1Total

$
1,281.9


$
1,129.4


$
733.9     BroadbandInfrastructure


ProfessionalSegment Information

and Access


Services


Consolidated2006External sales:Products

$
1,083.0


$
53.3


$
1,136.3Services






145.6



145.6Total external sales

$
1,083.0


$
198.9


$
1,281.9Contribution margin

$
256.6


$
19.8



Depreciation and amortization

$
59.7


$
8.3


$
68.0Operating income (loss)

$
61.0


$
(14.9
)

$
46.12005External sales:Products

$
943.9


$
57.4


$
1,001.3Services






128.1



128.1Total external sales

$
943.9


$
185.5


$
1,129.4Contribution margin

$
291.6


$
14.7



Depreciation and amortization

$
58.3


$
8.6


$
66.9Operating income (loss)

$
99.3


$
(15.1
)

$
84.22004External sales:Products

$
625.8


$
56.6


$
682.4Services






51.5



51.5Total external sales

$
625.8


$
108.1


$
733.9Contribution margin

$
207.1


$
8.5



Depreciation and amortization

$
32.7


$
8.2


$
40.9Operating income (loss)

$
58.3


$
(34.3
)

$
24.0  77




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Regional
    Information
    2006


2005Americas

$
50.4


$
59.6EMEA


3.1



23.2AsiaPac


13.2



12.2Subtotal


66.7



95.0Intercompany elimination


0.2



(0.6
)Operating income before
    restructuring and impairment costs


66.9



94.4Restructuring and impairment costs


(20.8
)


(10.2
)Operating income after
    restructuring and impairment costs

$
46.1


$
84.2   Geographic
    Information
    Geographic Sales Information

2006


2005


2004Inside the United States

$
750.7


$
640.5


$
467.5Outside the United States:Asia Pacific (Australia, China,
    Hong Kong, India, Japan, Korea, New Zealand, Southeast Asia and
    Taiwan)


109.1



102.7



52.9EMEA (Africa, Europe (Excluding
    Germany) and Middle East)


183.0



134.0



67.8Germany


145.4



167.4



78.0Americas (Canada, Central and
    South America)


93.7



84.8



67.7Total sales

$
1,281.9


$
1,129.4


$
733.9Property and Equipment,
    Net:Inside the United States

$
135.0


$
141.5Outside the United States


71.5



78.9Total property and equipment, net

$
206.5


$
220.4  78




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 16:  Impairment,
    Restructuring, and Other Disposal Charges
    Impairment


RestructuringFiscal 2006

Charges


Charges


TotalEmployee severance costs

$



$
14.6


$
14.6Facilities consolidation and lease
    termination






5.0



5.0Fixed asset write-downs


1.2







1.2Total

$
1.2


$
19.6


$
20.8   Impairment


RestructuringFiscal 2005

Charges


Charges


TotalEmployee severance costs

$



$
6.5


$
6.5Facilities consolidation and lease
    termination






3.4



3.4Fixed asset write-downs


0.3







0.3Total

$
0.3


$
9.9


$
10.2   Impairment


RestructuringFiscal 2004

Charges


Charges


TotalEmployee severance costs

$



$
8.9


$
8.9Facilities consolidation and lease
    termination






2.7



2.7Fixed asset write-downs


1.7







1.7Total

$
1.7


$
11.6


$
13.3   Impairment Charges: Accounting for the Impairment
    or Disposal of Long-Lived Assets.
  Restructuring Charges:
   79




---



##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Accrual


Continuing





AccrualOctober 31,


Operations


Cash


October 31,Type of Charge

2005


Net Additions


Charges


2006Employee severance costs

$
5.0


$
14.6


$
7.1


$
12.5Facilities consolidation


24.6



5.0



13.7



15.9Total

$
29.6


$
19.6


$
20.8


$
28.4   Accrual


Continuing





AccrualOctober 31,


Operations


Cash


October 31,Type of Charge

2004


Net Additions


Charges


2005Employee severance costs

$
9.5


$
6.5


$
11.0


$
5.0Facilities consolidation


28.6



3.4



7.4



24.6Total

$
38.1


$
9.9


$
18.4


$
29.6      80




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##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 17:  Quarterly
    Financial Data (Unaudited in millions, except earnings per
    share)
  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total2006Net Sales

$
272.8


$
358.1


$
343.6


$
307.4


$
1,281.9Gross Profit


86.2



121.7



112.2



92.9



413.0Income Before Income Taxes






27.7



26.3



2.5



56.5Provision (Benefit) for Income
    Taxes


1.3



2.6



3.1



(44.7
)(10)


(37.7
)Income (Loss) From Continuing
    Operations


(1.3
)


25.1



23.2



47.2



94.2Discontinued Operations, Net of Tax


(1.1
)


(2.3
)


(11.9
)


(6.8
)


(22.1
)Cumulative effect of a change in
    accounting principle


0.6















0.6Net Income (Loss)

$
(1.8
)(1)

$
22.8
(2)

$
11.3
(3)

$
40.4
(4)

$
72.7Average Common
    Shares Outstanding  Basic


116.7



117.1



117.2



117.2



117.1Average Common
    Shares Outstanding  Diluted


116.7



117.9



117.4



131.5



117.4Basic Income (Loss) Per Share:Continuing operations

$
(0.01
)

$
0.21


$
0.20


$
0.40


$
0.80Discontinued operations

$
(0.01
)

$
(0.02
)

$
(0.10
)

$
(0.06
)

$
(0.19
)Cumulative effect of a change in
    accounting principle

$



$



$



$



$
0.01Net Income (Loss)

$
(0.02
)

$
0.19


$
0.10


$
0.34


$
0.62Diluted Income (Loss) Per Share:Continuing operations

$
(0.01
)

$
0.21


$
0.20


$
0.38


$
0.80Discontinued operations

$
(0.01
)

$
(0.02
)

$
(0.10
)

$
(0.05
)

$
(0.19
)Cumulative effect of a change in
    accounting principle

$



$



$



$



$
0.01Net Income (Loss)

$
(0.02
)

$
0.19


$
0.10


$
0.33


$
0.62Net Sales Outside the United States

$
116.6


$
138.6


$
134.7


$
141.3


$
531.2   81




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##### Table of Contents



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total2005Net Sales

$
228.2


$
301.1


$
306.1
(9)

$
294.0


$
1,129.4Gross Profit


81.9



117.8



116.6
(9)


109.5



425.8Income Before Income Taxes


15.3



38.7



38.1
(9)


12.7



104.8Provision for Income Taxes


1.1



2.3



1.4



2.4



7.2Income From Continuing Operations


14.2



36.4



36.7
(9)


10.3



97.6Discontinued Operations, Net of Tax


38.3



(3.1
)


(12.7
)(9)


(9.4
)


13.1Net Income

$
52.5
(5)

$
33.3
(6)

$
24.0
(7)

$
0.9
(8)

$
110.7Average Common
    Shares Outstanding  Basic


115.6



115.7



116.0



116.5



116.0Average Common
    Shares Outstanding  Diluted


115.9



130.5



131.4



117.7



131.1Basic Income (Loss) Per Share:Continuing operations

$
0.12


$
0.31


$
0.32


$
0.09


$
0.84Discontinued operations

$
0.33


$
(0.03
)

$
(0.11
)

$
(0.08
)

$
0.11Net Income (Loss)

$
0.45


$
0.29


$
0.21


$
0.01


$
0.95Diluted Income (Loss) Per Share:Continuing operations

$
0.12


$
0.28


$
0.28


$
0.09


$
0.81Discontinued operations

$
0.33


$
(0.02
)

$
(0.10
)

$
(0.08
)

$
0.10Net Income (Loss)

$
0.45


$
0.26


$
0.18


$
0.01


$
0.91Net Sales Outside the United States

$
108.8


$
125.6


$
126.3


$
128.2


$
488.9     (1)
    
    Includes $1.4 million of restructuring charges.(2)
    
    Includes $1.2 million of restructuring charges and
    $0.6 million of impairment charges.(3)
    
    Includes $3.3 million of restructuring charges and
    $0.2 million of impairment charges.(4)
    
    Includes $13.7 million of restructuring charges and
    $0.4 million of impairment charges.(5)
    
    Includes $3.1 million of restructuring charges and
    $9.0 million gain on the sale of a note receivable.(6)
    
    Includes $2.9 million of restructuring charges and
    $0.1 million of impairment charges.(7)
    
    Includes $0.2 million of restructuring charges.(8)
    
    Includes $3.8 million of restructuring charges and
    $0.2 million of impairment charges.(9)
    
    We have reclassified $0.9 million of net sales from
    continuing operations to discontinued operations.(10)
    
    Includes $49.0 million partial release of our deferred tax
    asset valuation allowance.  Fiscal
    Year
    Discontinued
    Operations
  Accounting for the Impairment
    or Disposal of Long-Lived Assets,
 82




---



##### Table of Contents



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE  None.
 
  Item 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Changes
    in Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
   83




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
             .
    
     
 Item 9B.
    OTHER
    INFORMATION  None.
 84




---



##### Table of Contents



PART III
 
  Item 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Form 10-K
  Form 10-K
  www.adc.com/investorrelations/corporate
    governance
  Form 8-K
 
  Item 11.
    EXECUTIVE
    COMPENSATION  Form 10-K Form 10-K).
 
  Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K.
    Equity
    Compensation Plan Information
  Number ofSecurities to beIssued Upon


Weighted-Average


Number of Securities RemainingExercise of


Exercise Price of


Available for Future IssuanceOutstanding


Outstanding


Under Equity Compensation PlansOptions, Warrants


Options, Warrants


(Excluding Securities Reflected inPlan Category

and Rights


and Rights


the Second Column)Equity compensation plans approved
    by security holders(1)


6,203,260


$
26.9057



12,434,994Equity compensation plans not
    approved by security holders(2)


374,031


$
65.1094



Total


6,577,291


$
29.0782



12,434,994     (1)
    
    Includes options and rights granted and shares that may become
    the subject of future awards under our GSIP to either employees
    or non-employee directors. Specifically, 12,434,994 shares
    may become the subject of future awards as of October 31,
    2006.(2)
    
    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) plans established by us in
    connection with our acquisitions of each of the following
    companies: CommTech Corporation in 85




---



##### Table of Contents



fiscal 2001; PairGain Technologies, Inc. in fiscal 2000; and
    Saville Systems Plc in fiscal 1999 (collectively, the
    Acquisition Plans). In certain instances the plans
    of the acquired companies that the Acquisition Plans replaced
    were approved by the shareowners of the acquired companies. Each
    Acquisition Plan was established by us to preserve the benefit
    of the outstanding options of the company we were acquiring on
    the same general terms and conditions under which these options
    were initially granted. At the time we completed an acquisition,
    the options then outstanding under the acquired companys
    option plan were converted into options to purchase ADC common
    stock using an agreed conversion ratio under the applicable
    Acquisition Plan. No future options will be issued under any of
    the Acquisition Plans. As of October 31, 2006, options to
    purchase an aggregate of 188,684 shares of common stock at
    a weighted average price of $91.7984 and an average remaining
    term of approximately 2.14 years were outstanding under the
    Acquisition Plans.     
  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  None.
 
  Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K
 86




---



##### Table of Contents



PART IV
 
  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Listing
    of Financial Statements
  Form 10-K:
              Form 10-K
  Listing
    of Financial Statement Schedules
  form 10-K:
      Listing
    of Exhibits
  Form 10-K
 87




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Robert
    E. Switz   President and Chief Executive Officer
      /s/  Robert
    E. SwitzRobert
    E. Switz

President and 
    Chief Executive Officer 
    (principal executive officer)

Dated: January 9, 2007/s/  Gokul
    V. HemmadyGokul
    V. Hemmady

Vice President and 
    Chief Financial Officer
    (principal financial officer)

Dated: January 9, 2007/s/  James
    G. MathewsJames
    G. Mathews

Vice President and Controller 
    (principal accounting officer)

Dated: January 9, 2007John A. Blanchard III*

DirectorJohn J. Boyle III*

DirectorJames C. Castle*

DirectorMickey P. Foret*

DirectorJ. Kevin Gilligan*

DirectorLois M. Martin*

DirectorWilliam R. Spivey*

DirectorJean-Pierre Rosso*

DirectorJohn E. Rehfeld*

DirectorLarry W. Wangberg*

DirectorJohn D. Wunsch*

Director*By: /s/  Gokul
    V. HemmadyGokul
    V. HemmadyAttorney-in-Fact



Dated: January 9, 2007  88




---



##### Table of Contents



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 2006Allowance for doubtful
    accounts & notes receivable

$
20.6


$



$
(0.2
)

$
10.2


$
10.2Inventory reserve


35.6







9.1



9.6



35.1Warranty accrual


10.8







4.7



6.0



9.5Fiscal 2005Allowance for doubtful
    accounts & notes receivable

$
42.4


$



$
(3.2
)

$
18.6


$
20.6Inventory reserve


41.9



0.3



5.7



12.3



35.6Warranty accrual


14.4







2.7



6.3



10.8Fiscal 2004Allowance for doubtful
    accounts & notes receivable

$
47.6


$
7.5


$
(2.4
)

$
10.3


$
42.4Inventory reserve


32.2



16.9



(0.4
)


6.8



41.9Warranty accrual


10.4



5.3



4.0



5.3



14.4  89




---



##### Table of Contents



EXHIBIT INDEX
  Form 10-K
  ExhibitNumber

Description2
-a

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
-b

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
-c

Acquisition Agreement, dated
    May 24, 2004 among ADC Telecommunications, Inc., BigBand
    Networks, Inc. and ADC Broadband Access Systems, Inc.
    (Incorporated by reference to Exhibit 2.1 to ADCs
    Current Report on
    Form 8-K
    dated July 13, 2004.)2
-d

Acquisition Agreement, dated
    June 3, 2004 among ADC Telecommunications, Inc., ADC Irish
    Holdings IA, LLC, ADC Irish Holdings IIA, LLC, ADC
    Telecommunications Sales, Inc. and Intec Telecom Systems PLC.
    (Incorporated by reference to Exhibit 2.1 to ADCs
    Current Report on
    Form 8-K
    dated September 2, 2004.)2
-e

First Amendment to the Acquisition
    Agreement, dated August 27, 2004 among ADC
    Telecommunications, Inc., ADC Irish Holdings IA, LLC, ADC Irish
    Holdings IIA, LLC, ADC Telecommunications Sales, Inc. and Intec
    Telecom Systems PLC. (Incorporated by reference to
    Exhibit 2.2 to ADCs Current Report on
    Form 8-K
    dated September 2, 2004.)2
-f

Acquisition Agreement, dated
    October 22, 2004 between ADC Telecommunications, Inc. and
    WatchMark Corp. (Incorporated by reference to Exhibit 2.1
    to ADCs Current Report on
    Form 8-K
    dated November 26, 2004.)2
-g

Amendment No. 1 to
    Acquisition Agreement, dated November 19, 2004 between ADC
    Telecommunications, Inc. and WatchMark Corp. (Incorporated by
    reference to Exhibit 2.2 to ADCs Current Report on
    Form 8-K
    dated November 26, 2004.)2
-h

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
-i

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.)3
-a

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
-b

Restated Bylaws of ADC
    Telecommunications, Inc. effective April 18, 2005.
    (Incorporated by reference to
    Exhibit 3-f
    to ADCs Quarterly Report on
    Form 10-Q
    for the quarter ended April 29, 2005.)4
-a

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
-b

Rights Agreement, as amended and
    restated July 30, 2003, between ADC Telecommunications,
    Inc. and Computershare Investor Services, LLC as Rights Agent.
    (Incorporated by reference to
    Exhibit 4-b
    to ADCs
    Form 8-A/A
    filed on July 31, 2003.) 90




---



##### Table of Contents



ExhibitNumber

Description4
-c

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
-d

Registration Rights Agreement
    dated as of June 4, 2003, between ADC Telecommunications,
    Inc. and Banc of America Securities LLC, Credit Suisse First
    Boston LLC and Merrill Lynch Pierce Fenner & Smith
    Incorporated as representations of the Initial Purchase of
    ADCs 1% Convertible Subordinated Notes due 2008 and
    Floating Rate Convertible Subordinated Notes due 2013.
    (Incorporated by reference to
    Exhibit 4-h
    to ADCs Quarterly Report on
    Form 10-Q
    for the quarter ended July 31, 2003.)10
-a*

ADC Telecommunications, Inc.
    Global Stock Incentive Plan, amended and restated as of
    December 12, 2006.10
-b

ADC Telecommunications, Inc.
    Management Incentive Plan for Fiscal Year 2005. (Incorporated by
    reference to
    Exhibit 10-d
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2004.)10
-c

ADC Telecommunications, Inc.
    Management Incentive Plan for Fiscal Year 2006. (Incorporated by
    reference to
    Exhibit 10-b
    to ADCs Current Report on
    Form 8-K
    dated November 18, 2005.)10
-d*

ADC Telecommunications, Inc.
    Management Incentive Plan for Fiscal Year 2007.10
-e

ADC Telecommunications, Inc.
    Executive Change in Control Severance Pay Plan (2002
    Restatement), effective as of January 1, 2002.
    (Incorporated by reference to
    Exhibit 10-i
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2001.)10
-f

ADC Telecommunications, Inc.
    Change in Control Severance Pay Plan (2002 Restatement),
    effective as of January 1, 2002. (Incorporated by reference
    to
    Exhibit 10-b
    to ADCs Quarterly Report on
    Form 10-Q
    for the quarter ended January 31, 2002.)10
-g

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
-h

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
-i

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
-j

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
-k

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
-l

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
-m

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
-n*

ADC Telecommunications, Inc.
    401(k) Excess Plan (2006 Restatement) effective
    December 12, 2006.10
-o

Compensation Plan for Non-employee
    Directors of ADC Telecommunications, Inc., restated as of
    May 23, 2006. (Incorporated by reference to
    Exhibit 10-a
    to ADCs Quarterly Report on
    Form 10-Q
    for the quarter ended July 28, 2006.)10
-p

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.) 91




---



##### Table of Contents



ExhibitNumber

Description10
-q

ADC Telecommunications, Inc.
    Executive Management Incentive Plan. (Incorporated by reference
    to
    Exhibit 10-jj
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2002.)10
-r

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
-s

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
-t

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
-u

Form of ADC Telecommunications,
    Inc. Restricted Stock Award Agreement utilized with respect to
    restricted stock grants beginning in ADCs 2002 fiscal
    year. (Incorporated by reference to
    Exhibit 10-g
    to ADCs Quarterly Report on
    Form 10-Q
    for the quarter ended January 31, 2002.)10
-v

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
-w

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 during
    ADCs fiscal 2006 and through December 17, 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.)10
-x*

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, 2006.10
-y*

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, 2006.10
-z*

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.10
-aa

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
-bb

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
-cc

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
-dd

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.) 92




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##### Table of Contents



ExhibitNumber

Description10
-ee*

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,
    2006.10
-ff*

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, 2006.10
-gg

Form of ADC Telecommunications,
    Inc. Nonqualified 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
-hh

Form of ADC Telecommunications,
    Inc. Nonqualified 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
-ii*

Form of ADC Telecommunications,
    Inc. Nonqualified Stock Option Agreement provided to
    non-employee directors with respect to option grants made under
    the ADC Telecommunications, Inc. Global Stock Incentive Plan
    beginning for grants made in ADCs fiscal 2007.10
-jj

Confidential Separation Agreement
    and General Release between ADC Telecommunications, Inc. and
    Michael K. Pratt, dated March 16, 2006. (Incorporated by
    reference to Exhibit 99 to ADCs Current Report on
    Form 8-K
    dated March 31, 2006.)10
-kk

Mutual Termination Agreement with
    Andrew Corporation, dated August 9, 2006. (Incorporated by
    reference to Exhibit 10.1 to ADCs Current Report on
    Form 8-K
    dated August 10, 2006.)10
-ll

Retainer of $10,000 paid to
    Chairperson of ADC Telecommunications, Inc. Audit Committee of
    the Board of Directors effective January 1, 2006
    (Incorporated by reference to ADCs Current Report on
    Form 8-K dated October 31, 2005)12
-a*

Computation of Ratio of Earnings
    to Fixed Charges.21
-a*

Subsidiaries of ADC
    Telecommunications, Inc.23
-a*

Consent of Ernst & Young
    LLP.24
-a*

Power of Attorney.31
-a*

Certification of principal
    executive officer required by Exchange Act
    Rule 13a-14(a).31
-b*

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.   93