##### 





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, 2007.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(State or other jurisdiction
    of
    incorporation or organization)

41-0743912(I.R.S. Employer
    Identification No.)13625 Technology Drive
    Eden Prairie, Minnesota(Address of principal
    executive offices)

55344-2252(Zip Code)   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




---



##### 



PART I
  Item 1.
    BUSINESS  (952) 938-8080.
      
    Connectivity products, which provide the physical
    interconnections between network components and network access
    points and connect wireline, wireless, cable, enterprise and
    broadcast communication networks over copper (twisted pair),
    co-axial, fiber optic and wireless media.
    Wireless products, which increase the capacity, coverage
    and service quality of wireless communication networks by
    improving signal quality.
    Wireline products, which enable communication service
    providers to deliver high-capacity voice and data services over
    copper or optical systems.        Form 10-K,
    
    Our Broadband Infrastructure and Access business segment has
    been divided into three reportable segments  Global
    Connectivity Solutions, Wireless Solutions and Wireline
    Solutions. 1




---



##### 




    Previously, our business unit level reports presented results
    through contribution margin. Our current reporting presents
    fully allocated business unit results through operating income.
    We eliminated reporting at the regional level.    
    Global Connectivity Solutions
    Wireless Solutions
    Wireline Solutions
    Professional Services  Form 10-K, Form 10-Q, Form 8-K Forms 10-K, 10-Q 8-K) 55440-1101. Form 10-K
    Industry
    Background and Marketplace Conditions
  Evolution
    to Next Generation Networks
      
    First, businesses and consumers worldwide increasingly are
    becoming dependent on broadband, multi-service communications
    networks to conduct daily communications tasks for a wide range
    of business and personal purposes (e.g., emails with large
    amounts of data, online gaming, video streaming and photo
    sharing). Specifically, individuals and businesses increasingly
    are using a wide variety of broadband applications through both
    wireline and wireless networks. This demand for additional
    broadband services in turn increases the need for broadband
    network infrastructure products.
    Second, end-users of communications services increasingly expect
    to do business over a single network connection at a low price.
    Both public networks operated by communications service
    providers and private enterprise networks are evolving to
    provide combinations of Internet, data, video and voice services
    that can be offered over the same high-speed network connection. 2




---



##### 



Business
    Impact of Next Generation Networks and Competitive
    Environment
          ® ® ® tm tm tm
  Strategy
   3




---



##### 




    balanced sales growth through market share gains and the
    development of new sales channels as well as new product
    introductions and expansion in existing and adjacent markets. We
    believe this growth can be accomplished through both strategic
    acquisitions and our own research and development processes;
    ongoing competitive transformation through improved operational
    efficiencies and economies of scale to compete effectively in a
    more cost-conscious marketplace; and
    business execution excellence through a heightened focus on the
    needs of our customers to deliver customer-specific solutions,
    high-quality products and world-class service.  Balanced Sales Growth.
  tm tm plug-and-play tm ® ®
 4




---



##### 



Competitive Transformation.
  
    migrating sales volume to customer-preferred, leading technology
    products and sunsetting end of life products;
    improving our customers ordering experience through a
    faster, simpler, more efficient inquiry-to-invoice process;
    redesigning product lines to gain efficiencies from the use of
    more common components and improve customization capabilities;
    increasing direct material savings from strategic global
    sourcing;
    improving cash flow from supplier-managed inventory and
    lead-time reduction programs;
    relocating certain manufacturing, engineering and other
    operations from higher-cost geographic areas to lower-cost
    areas; and
    focusing our resources on core operations, and, where
    appropriate, using third parties to perform non-core processes.  Form 10-K.
  Business Execution Excellence.
 5




---



##### 



Product
    and Service Offering Groups
    Reportable Segment

2007


2006


2005Connectivity


77.2
%


76.8
%


71.2
%Wireless


3.3



2.6



6.2Wireline


4.1



5.1



6.1Professional Services


15.4



15.5



16.5Total


100.0
%


100.0
%


100.0
%     Form 10-K
  Connectivity
    DSX and DDF Products.
  FTTX Products. tm
  Fiber Distribution Panels and Frame
    Products.
  RF Signal Management Products. ® plug-and-play
 6




---



##### 



Power Distribution and Protection Panels. ®
  Modular Fiber-Optic Cable Systems. ®
  Structured Cabling Products. ® ®
  Broadcast and Entertainment
    Products. ® ®
  Other Connectivity Products.
  Wireless
    Outdoor Wireless Coverage/Capacity Enhancement
    Solutions. ® tm
  In-building Wireless Coverage/Capacity
    Solutions.
  Base Station Solutions.
 7




---



##### 



Cell Site Solutions. ®
  Wireline
  ® ® ® ®
  Professional
    Services
    turn-up
    Sales and
    Marketing
    
    the public communications network market worldwide, which
    includes companies such as Verizon, AT&T, Sprint,
    Telefonica, Deutsche Telecom, 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
    other communications equipment vendors, who incorporate our
    products into products and systems that they in turn sell into
    these two markets.    non-U.S. net
 8




---



##### 



on-site
  Research
    and Development
  E-Band
    
    fiber connectivity products for FTTX initiatives and central
    office applications;
    high-performance structured cables, jacks, plugs, jumpers,
    frames and panels to enable the use of increasingly
    higher-performance IP network protocols within private networks;
    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
    wireless coverage and capacity solutions that enable our
    customers to optimize their network coverage.   9




---



##### 



Competition
    For Connectivity products:
  For Wireless products:
  For Wireline 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
   10




---



##### 



Proprietary
    Rights
      Seasonality
  and/or
    Employees
   11




---



##### 



Executive
    Officers of the Registrant
    OfficerName

Office

Since

AgeRobert E. Switz

President and Chief Executive Officer


1994



61James G. Mathews

Vice President, Chief Financial Officer


2005



56Hilton M. Nicholson

Vice President, President, Network Solutions Business Unit


2006



49Patrick D. OBrien

Vice President, President, Global Connectivity Solutions
    Business Unit


2002



44Richard B. Parran, Jr

Vice President, President, Professional Services Business Unit


2006



51Steven G. Nemitz

Vice President and Controller


2007



33Laura N. Owen

Vice President, Chief Administrative Officer


1999



51Jeffrey D. Pflaum

Vice President, General Counsel and Secretary


1999



48   Mr. Switz
  Mr. Mathews
  Mr. Nicholson
  Mr. OBrien
  Mr. Parran
 12




---



##### 



Mr. Nemitz
  Ms. Owen
  Mr. Pflaum
  Item 1A.
    RISK
    FACTORS    Risks
    Related to Our Business
  Our
    industry is highly competitive, and our product and services
    sales are subject to significant downward pricing
    pressure.
       13




---



##### 



Shifts
    in our product mix may result in declines in our gross
    margin.
  i.e.
  We are
    becoming increasingly dependent on significant specific network
    expansion projects undertaken by our customers.
        Our
    cost-reduction initiatives may not result in anticipated savings
    or more efficient operations.
  cost-reduction cost-reduction
    Consolidation
    among our customers has resulted in our loss of customers and
    reduced revenue during the pendency of business combinations and
    related integration activities.
   14




---



##### 



Our
    sales could be impacted negatively if one or more of our key
    customers substantially reduces orders for our
    products.
      Our
    Professional Services business is exposed to risks associated
    with a highly concentrated customer base.
    Our
    market is subject to rapid technological change, and, to compete
    effectively, we must continually introduce new products that
    achieve market acceptance.
     15




---



##### 



We may
    not successfully close strategic acquisitions and, if these
    acquisitions are completed, we may have difficulty integrating
    the acquired businesses with our existing
    operations.
  and/or
    If we
    seek to secure financing, we may not be able to obtain it on
    acceptable terms.
      We
    recorded a significant impairment charge during the quarter
    ended October 31, 2007 to reduce the carrying value of certain
    auction rate securities we hold, and we currently expect to
    incur additional impairment charges with respect to auction rate
    securities in fiscal year 2008.
   16




---



##### 



Possible
    consolidation among our competitors could result in a loss of
    sales.
    Our
    operating results fluctuate significantly from quarter to
    quarter.
    
    the volume and timing of orders from and shipments to our
    customers;
    the overall level of capital expenditures by our customers;
    work stoppages and other developments affecting the operations
    of our customers;
    the timing of and our ability to obtain new customer contracts
    and the timing of revenue recognition;
    the timing of new product and service announcements;
    the availability of products and services;
    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.     17




---



##### 



and/or
  The
    regulatory environment in which we and our customers operate is
    changing.
              Conditions
    in global markets could affect our operations.
   18




---



##### 




    local economic and market conditions;
    political and economic instability;
    unexpected changes in or impositions of legislative or
    regulatory requirements;
    compliance with the Foreign Corrupt Practices Act and various
    laws in countries in which we are doing business;
    fluctuations in foreign currency exchange rates;
    requirements to consult with or obtain the approval of works
    councils or other labor organizations to complete business
    initiatives;
    tariffs and other barriers and restrictions;
    longer payment cycles;
    difficulties in enforcing intellectual property and contract
    rights;
    greater difficulty in accounts receivable collection;
    potentially adverse taxes and export and import
    requirements; and
    the burdens of complying with a variety of
    non-U.S. laws
    and telecommunications standards.    non-U.S. markets,
  We
    have agreed to acquire Century Man, and, if this acquisition is
    completed, we will be subject to special risks relating to doing
    business in China.
   19




---



##### 



Our
    intellectual property rights may not be adequate to protect our
    business.
          We are
    dependent upon our senior management and other critical
    employees.
     20




---



##### 



Compliance
    with internal control requirements is expensive and poses
    certain risks.
        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.
     21




---



##### 



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 has been volatile historically and may continue to
    be volatile. The price of our common stock may fluctuate
    significantly.
        Anti-takeover
    provisions in our charter documents, our shareholder rights
    agreement and Minnesota law could prevent or delay a change in
    control of our company.
   22




---



##### 




    advance notice requirements for shareholder proposals;
    authorization for our board of directors to issue preferred
    stock without shareholder 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
    shareholders.    Item 1B.
    UNRESOLVED
    STAFF COMMENTS    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;
    Kennesaw, Georgia approximately 86,000 sq.
    ft., leased; administration and operations facility used for our
    professional services business;
    Juarez and Delicias, Mexico approximately
    386,000 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 376,000 sq.
    ft., owned; manufacturing facility used for our global
    connectivity products;
    Brno, Czech Republic approximately 123,000
    sq. ft., leased; manufacturing facility used for our global
    connectivity products;
    Berkeley Vale, Australia approximately 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 69,000 sq. ft., leased; general purpose
    facilities for engineering, sales, finance, information
    technology and back-office applications; 23




---



##### 




    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;
    Shanghai, China approximately 59,000 sq. ft.,
    leased; manufacturing site used for our global connectivity
    products; and a second facility in Shanghai, approximately
    37,000 sq. ft., leased; facility for engineering,
    manufacturing and product management; and
    Hangzhou, China approximately 47,000 sq. ft.,
    leased; manufacturing site used for our global connectivity
    products.      Item 3.
    LEGAL
    PROCEEDINGS      Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   24




---



##### 



PART II
  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2007


2006High


Low


High


LowFirst Quarter

$
16.65


$
13.40


$
25.88


$
17.21Second Quarter


19.21



15.10



27.90



22.30Third Quarter


21.06



16.35



23.67



11.84Fourth Quarter


21.00



14.85



15.80



11.81   Form 10-K,
 25




---



##### 



Comparative
    Stock Performance
    
  2002


2003


2004


2005


2006


2007ADC


$
100.00




162.66




139.87




157.78




129.39




169.08S&P 500 Index


$
100.00




120.80




132.18




143.71




167.19




191.54S&P 500 Communications Equipment Index


$
100.00




159.44




173.61




180.60




203.33




251.64S&P Midcap 400 Index


$
100.00




130.73




145.16




170.78




193.72




226.69S&P 400 Communications Equipment Index


$
100.00




183.35




180.99




175.34




190.86




223.03    26




---



##### 



Item 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  FIVE-YEAR
    FINANCIAL SUMMARY
    Years ended October 31
  2007


2006


2005


2004


2003(In millions, except per share data)Income Statement Data from Continuing OperationsNet sales

$
1,322.2


$
1,281.7


$
1,128.9


$
733.9


$
545.1Gross profit


442.5



412.7



425.2



300.5



211.1Research and development expense


69.6



70.9



70.3



59.1



59.9Selling and administration expense


291.1



273.7



259.6



204.1



155.4Operating income (loss)


67.9



47.3



85.2



24.0



(40.2
)Income (loss) before income taxes


116.6



57.6



106.0



33.6



(74.1
)Provision (benefit) for income taxes


3.3



(37.7
)


7.2



2.0



(5.1
)Income (loss) from continuing operations


113.3



95.3



98.8



31.6



(69.0
)Earnings (loss) per diluted share from continuing operations


0.96



0.81



0.82



0.27



(0.60
)Balance Sheet DataCurrent assets


1,008.2



942.7



854.8



835.8



1,032.4Current liabilities


474.1



263.9



288.8



302.0



266.8Total assets


1,764.8



1,611.4



1,537.2



1,428.1



1,296.9Long-term notes payable


200.6



400.0



400.0



400.0



400.0Total long-term obligations


283.1



474.0



474.5



466.8



402.4Shareowners investment


1,007.6



873.5



773.9



659.3



627.7  27




---



##### 



Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS        Results
    of Operations
    PercentageIncrease (Decrease)Between Periods2007


2006


2005


2007 vs. 2006


2006 vs. 2005(In millions)Net sales

$
1,322.2


$
1,281.7


$
1,128.9



3.2
%


13.5
%Cost of sales


879.7



869.0



703.7



1.2



23.5Gross profit


442.5



412.7



425.2



7.2



(2.9
)Gross margin


33.5
%


32.2
%


37.7
%Operating expenses:Research and development


69.6



70.9



70.3



(1.8
)


0.9Selling and administration


291.1



273.7



259.6



6.4



5.4Impairment charges


3.5



1.2



0.3



191.7



300.0Restructuring charges


10.4



19.6



9.8



(46.9
)


100.0Total operating expenses


374.6



365.4



340.0



2.5



7.5Operating income


67.9



47.3



85.2



43.6



(44.5
)Operating margin


5.1
%


3.7
%


7.5
%Other income (expense), net:Interest income, net


17.0



7.0



7.1



142.9



(1.4
)Other, net


31.7



3.3



13.7



860.6



(75.9
)Income before income taxes


116.6



57.6



106.0



102.4



(45.7
)Provision (benefit) for income taxes


3.3



(37.7
)


7.2



(108.8
)


(623.6
)Income from continuing operations

$
113.3


$
95.3


$
98.8



18.9
%


(3.5
)%  28




---



##### 



Form 10-K.
  PercentageIncrease (Decrease)Net Sales


Between PeriodsReportable Segment

2007


2006


2005


2007 vs. 2006


2006 vs. 2005(In millions)Connectivity

$
1,020.0


$
984.4


$
803.8



3.6
%


22.5
%Wireless


44.2



33.1



69.9



33.5



(52.6
)Wireline


53.8



65.1



69.3



(17.4
)


(6.1
)Professional Services:Product


52.2



53.5



57.8



(2.4
)


(7.4
)Service


152.0



145.6



128.1



4.4



13.7Total Professional Services


204.2



199.1



185.9



2.6



7.1Total Net Sales

$
1,322.2


$
1,281.7


$
1,128.9



3.2
%


13.5
%   Net
    Sales
  Fiscal
    2007 vs. Fiscal 2006
      ®
      Fiscal
    2006 vs. Fiscal 2005
   29




---



##### 



®
      Gross
    Profit
  Fiscal
    2007 vs. Fiscal 2006
      Fiscal
    2006 vs. Fiscal 2005
   30




---



##### 



Operating
    Expenses
  Fiscal
    2007 vs. Fiscal 2006
    Research and development:
  Selling and administration:
  Restructuring and impairment
    charges:
      Fiscal
    2006 vs. Fiscal 2005
   31




---



##### 



Research and development:
  Selling and administration: Share-Based Payment: An
    amendment of FASB Statements No. 123 and 95
  Restructuring and impairment charges:
   32




---



##### 



Other
    Income, Net
    2007


2006


2005(In millions)Interest income on short-term investments

$
33.3


$
22.8


$
18.3Interest expense on borrowings


(16.3
)


(15.8
)


(11.2
)Interest income, net


17.0



7.0



7.1Foreign exchange income


5.9



0.5



0.7Gain on sale of note receivable










9.0Gain (loss) on investments


57.5



(3.9
)


Impairment loss on available-for-sale securities


(29.4
)






Andrew merger termination proceeds, net






3.8



KRONE Brazil customs accrual reversal


0.2



3.0



(Loss) gain on sale of fixed assets


(0.8
)


(0.2
)


4.2Other


(1.7
)


0.1



(0.2
)Subtotal


31.7



3.3



13.7Total other income (expense), net

$
48.7


$
10.3


$
20.8       EITF 03-1 FAS 115-1 124-1, The Meaning of Other-Than-Temporary Impairment and Its
    Application to Certain Investments. Form 10-K
     33




---



##### 



Acquisitions
          Form 10-K
  ®
   34




---



##### 



Form 10-K
  Discontinued
    operations
  Accounting for the
    Impairment or Disposal of Long-Lived
    Assets(SFAS 144)
  ADC
    Telecommunications Israel Ltd. (G-Connect)
    APS
    France
    ADC
    Systems Integration UK Limited
    Metrica
   35




---



##### 



2007


2006


2005(In millions)Revenue

$
8.5


$
36.4


$
54.5Loss from discontinued operations, net

$
(2.2
)

$
(7.6
)

$
(14.5
)(Loss) gain on sale or write-down of discontinued operations, net


(4.8
)


(22.6
)


26.4(Loss) gain from discontinued operations

$
(7.0
)

$
(30.2
)

$
11.9   Share-Based
    Compensation
      Income
    Taxes
  Form 10-K
         36




---



##### 



Income
    from Continuing Operations
      Segment
    Disclosures
    For the Years EndedOctober 31,2007


2006


2005(In millions)ConnectivityOperating income

$
108.3


$
83.6


$
95.9Depreciation and amortization


58.6



53.9



49.1WirelessOperating income (loss)

$
(15.2
)

$
(20.9
)

$
4.6Depreciation and amortization


3.4



3.0



3.4WirelineOperating income

$
5.9


$
7.4


$
3.6Depreciation and amortization


1.8



2.8



4.4Professional ServicesOperating loss

$
(7.2
)

$
(2.0
)

$
(8.8
)Depreciation and amortization


4.7



8.3



10.0   Fiscal 2007 vs. Fiscal 2006
      Fiscal
    2006 vs. Fiscal 2005
     37




---



##### 



Application
    of Critical Accounting Policies and Estimates
  Form 10-K
  Available-for-Sale Securities: EITF 03-1 FAS 115-1 124-1, The
    Meaning of Other-Than-Temporary Impairment and Its Application
    to Certain Investments,
    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
 38




---



##### 



Revenue Recognition:
        Warranty:
  Recoverability of Long-Lived Assets:
   39




---



##### 



Income Taxes and Deferred Taxes:
    Form 10-K
  Share-Based Compensation:
  Recently
    Issued Accounting Pronouncements
  Business Combinations Non-controlling Interests in Consolidated Financial
    Statements
 40




---



##### 



The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  Fair Value Measurements
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
  Liquidity
    and Capital Resources
  Liquidity
     41




---



##### 



Operating
    Activities
      Investing
    Activities
       42




---



##### 



Financing
    Activities
    Unsecured
    Convertible Debt
  6-month
    Other
    Debt
    Working
    Capital and Liquidity Outlook
   43




---



##### 



form 10-K
  Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLessThan


1-3


3-5


More ThanContractual Obligations

Total


1 Year


Years


Years


5 Years(In millions)Long-Term Debt Obligations(1)

$
454.3


$
206.9


$
21.1


$
21.1


$
205.2Operating Lease Obligations


123.7



28.9



44.9



25.7



24.2Purchase Obligations(2)


20.7



18.9



1.8







Pension Obligations


70.5



4.1



8.2



8.3



49.9Total

$
669.2


$
258.8


$
76.0


$
55.1


$
279.3     (1)
    
    Includes interest on our fixed rate debt of 1% and interest on
    our variable rate debt of 5.204%. 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, 2007.(2)
    
    Amounts represent non-cancelable commitments to purchase goods
    and services, including items such as inventory and information
    technology support. 44




---



##### 



Cautionary
    Statement Regarding Forward Looking Information
  non-U.S. jurisdictions; Form 10-K
  Item 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    6-month
 45




---



##### 



Form 10-K
 46




---



##### 



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Report of
    Independent Registered Public Accounting Firm
                 47




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Consolidated
    Statements of Operations
  For the Years Ended October 31,2007


2006


2005(In millions, except earningsper share)Net Sales:Products

$
1,170.2


$
1,136.1


$
1,000.8Services


152.0



145.6



128.1Total net sales


1,322.2



1,281.7



1,128.9Cost of Sales:Products


744.1



749.0



592.1Services


135.6



120.0



111.6Total cost of sales


879.7



869.0



703.7Gross Profit


442.5



412.7



425.2Operating Expenses:Research and development


69.6



70.9



70.3Selling and administration


291.1



273.7



259.6Impairment charges


3.5



1.2



0.3Restructuring charges


10.4



19.6



9.8Total operating expenses


374.6



365.4



340.0Operating Income


67.9



47.3



85.2Other Income, Net


48.7



10.3



20.8Income Before Income Taxes


116.6



57.6



106.0Provision (Benefit) For Income Taxes


3.3



(37.7
)


7.2Income From Continuing Operations


113.3



95.3



98.8Discontinued Operations, Net of Tax:Loss from discontinued operations


(2.2
)


(7.6
)


(14.5
)(Loss) gain on sale or write-down of discontinued operations, net


(4.8
)


(22.6
)


26.4Total discontinued operations, net of tax


(7.0
)


(30.2
)


11.9Cumulative effect of a change in accounting principle






0.6



Net Income

$
106.3


$
65.7


$
110.7Weighted Average Common Shares Outstanding (Basic)


117.4



117.1



116.0Weighted Average Common Shares Outstanding (Diluted)


131.9



117.4



131.1Basic Income (Loss) Per Share:Continuing operations

$
0.97


$
0.81


$
0.85Discontinued operations

$
(0.06
)

$
(0.26
)

$
0.10Cumulative effect of a change in accounting principle

$



$
0.01


$
Net income

$
0.91


$
0.56


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

$
0.96


$
0.81


$
0.82Discontinued operations

$
(0.05
)

$
(0.26
)

$
0.09Cumulative effect of a change in accounting principle

$



$
0.01


$
Net income

$
0.91


$
0.56


$
0.91    48




---



##### 



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


October 31,2007


2006(In millions)ASSETSCurrent Assets:Cash and cash equivalents

$
520.2


$
142.2Available-for-sale securities


61.6



395.4Accounts receivable, net of reserves of $6.6 and $10.2


189.4



169.3Unbilled revenues


34.3



23.8Inventories, net of reserves of $41.3 and $35.1


170.2



165.4Prepaid and other current assets


32.1



31.5Assets of discontinued operations


0.4



15.1Total current assets


1,008.2



942.7Property and equipment, net of accumulated depreciation of
    $395.9 and $368.4


199.2



206.4Restricted cash


12.8



14.0Goodwill


238.4



238.5Intangibles, net of accumulated amortization of $95.9 and
    $66.5


121.9



142.0Long-term available-for-sale securities


113.8



10.7Other assets


70.5



56.6Long-term assets of discontinued operations






0.5Total assets

$
1,764.8


$
1,611.4LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term notes payable

$
200.6


$
Accounts payable


92.5



88.2Accrued compensation and benefits


80.8



47.2Other accrued liabilities


61.2



61.3Income taxes payable


15.5



17.7Restructuring accrual


19.6



27.8Liabilities of discontinued operations


3.9



21.7Total current liabilities


474.1



263.9Pension obligations and other long-term liabilities


82.5



74.0Long-term notes payable


200.6



400.0Total liabilities


757.2



737.9Shareowners Investment:Preferred stock, $0.00 par value; authorized
    10.0 shares; none issued or outstanding






Common stock, $0.20 par value; authorized
    342.9 shares; issued and outstanding 117.6 and
    117.2 shares


23.5



23.5Paid-in capital


1,432.3



1,417.4Accumulated deficit


(450.9
)


(557.2
)Accumulated other comprehensive income (loss)


2.7



(10.2
)Total shareowners investment


1,007.6



873.5Total liabilities and shareowners investment

$
1,764.8


$
1,611.4    49




---



##### 



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, 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














65.7











65.7Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0






















11.8



11.8Unrealized 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















9.7Share-based compensation expense










10.0















10.0Balance, October 31, 2006


117.2



23.5



1,417.4



(557.2
)






(10.2
)


873.5Net income














106.3











106.3Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0






















7.8



7.8Minimum pension liability adjustment, net of taxes of $0.0






















4.9



4.9Total comprehensive income


























119.0Adoption of SFAS 158






















0.2



0.2Exercise of common stock options


0.4







4.4















4.4Share-based compensation expense










10.5















10.5Balance, October 31, 2007


117.6


$
23.5


$
1,432.3


$
(450.9
)

$



$
2.7


$
1,007.6    50




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Consolidated
    Statements of Cash Flows
  For the Years Ended October 31,2007


2006


2005(In millions)Operating Activities:Income from continuing operations

$
113.3


$
95.3


$
98.8Adjustments to reconcile income from continuing operations to
    net cash provided by operating activities from continuing
    operations:Inventory write-offs


21.1



9.1



5.7Impairments


3.5



1.2



0.3Write-down of investments


29.4



3.9



Depreciation and amortization


68.5



68.0



66.9Provision for bad debt


(2.0
)


(0.2
)


(3.2
)Non-cash stock compensation


10.5



10.0



3.0Change in deferred income taxes


(6.2
)


(46.9
)


2.5Gain on sale of investments


(57.5
)






Loss (gain) on sale of property and equipment


0.8



0.2



(4.2
)Other, net


(6.5
)


(1.1
)


0.5Changes in operating assets and liabilities, net of acquisitions
    and divestitures:Accounts receivable and unbilled revenues (increase)/decrease


(19.4
)


15.3



(28.9
)Inventories increase


(19.3
)


(32.6
)


(40.7
)Prepaid and other assets decrease/(increase)


0.6



4.2



(15.5
)Accounts payable increase


1.2



18.0



0.1Accrued liabilities increase/(decrease)


9.4



(54.1
)


(11.6
)Pension liabilities increase


5.1



3.3



1.7Total cash provided by operating activities from continuing
    operations


152.5



93.6



75.4Total cash used for operating activities from discontinued
    operations


(10.7
)


(6.4
)


(11.7
)Total cash provided by operating activities


141.8



87.2



63.7Investing Activities:Acquisitions, net of cash acquired


(1.6
)






(173.2
)Purchase of interest in unconsolidated affiliates


(8.1
)






Divestitures, net of cash disposed


0.6







32.8Property and equipment additions


(32.5
)


(33.3
)


(35.4
)Proceeds from disposal of property and equipment


1.2



1.2



16.7Proceeds from sale/collection of note receivable






14.2



18.2Proceeds from sales of investments


59.8







Warrant exercise


(1.8
)






Decrease (increase) in restricted cash


1.9



8.0



(1.4
)Purchase of available-for-sale securities


(1,002.1
)


(577.1
)


(957.4
)Sale of available-for-sale securities


1,203.4



519.0



1,071.2Other






0.1



Total cash provided by (used for) investing activities from
    continuing operations


220.8



(67.9
)


(28.5
)Total cash provided by investing activities from discontinued
    operations


1.1



0.6



0.4Total cash provided by (used for) investing activities


221.9



(67.3
)


(28.1
)Financing Activities:Common stock issued


4.8



9.6



13.6Total cash provided by financing activities


4.8



9.6



13.6Effect of Exchange Rate Changes on Cash


9.5



4.5



(4.5
)Increase in Cash and Cash Equivalents


378.0



34.0



44.7Cash and Cash Equivalents, Beginning of Year


142.2



108.2



63.5Cash and Cash Equivalents, End of Year

$
520.2


$
142.2


$
108.2    51




---



##### 



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: ,
  Fair Value of Financial Instruments:
  Reverse Stock Split: Form 10-K.
 52




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Cash and Cash Equivalents:
  Restricted Cash:
  Available-for-Sale Securities: EITF 03-1 FAS 115-1 124-1, The
    Meaning of Other-Than-Temporary Impairment and Its Application
    to Certain Investments,
    Inventories: first-in,
  Property and Equipment:
  Impairment of Long-Lived Assets:
  Goodwill and Other Intangible Assets:
 53




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Research and Development Costs:
  Revenue Recognition:
        Allowance for Uncollectible Accounts:
  Warranty:
 54




---



##### 



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


Charged toBeginning


Costs and





Balance atof Year


Expenses


Deductions


End of Year(In millions)2007

$
9.5


$
1.3


$
2.4


$
8.42006


10.8



4.7



6.0



9.52005


14.4



2.7



6.3



10.8   Deferred Financing Costs:
  Income Taxes and Deferred Taxes:
  Foreign Currency Translation:
     55




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Use of Estimates:
  Comprehensive Income (Loss):
  Dividends:
  Off-Balance Sheet Arrangements:
  Recently Issued Accounting Pronouncements: Business Combinations Non-controlling Interests in Consolidated Financial
    Statement
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  Fair Value Measurements
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
 56




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 2:
    Other
    Financial Statement Data  Other
    Income (Expense), Net:
  2007


2006


2005(In millions)Interest income on investments

$
33.3


$
22.8


$
18.3Interest expense on borrowings


(16.3
)


(15.8
)


(11.2
)Interest income, net


17.0



7.0



7.1Foreign exchange income


5.9



0.5



0.7Gain on sale of note receivable










9.0Gain (loss) on investments


57.5



(3.9
)


Impairment loss on available-for-sale securities


(29.4
)






Andrew merger termination proceeds, net






3.8



KRONE Brazil customs accrual reversal


0.2



3.0



Gain (loss) on sale of fixed assets


(0.8
)


(0.2
)


4.2Other, net


(1.7
)


0.1



(0.2
)Subtotal


31.7



3.3



13.7Total other income (expense), net

$
48.7


$
10.3


$
20.8       EITF 03-1 FAS 115-1 124-1, The Meaning of Other-Than-Temporary Impairment and Its
    Application to Certain Investments. Form 10-K
   57




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Supplemental
    Cash Flow Information:
  2007


2006


2005(In millions)Income taxes paid, net of refunds received

$
12.9


$
5.4


$
9.0Interest paid

$
17.3


$
13.3


$
9.8   Supplemental
    Schedule of Investing Activities:
  2007


2006


2005(In millions)Acquisitions:Fair value of assets acquired

$
(6.9
)

$



$
(179.4
)Less: Liabilities assumed


5.3







5.8Acquisition costs










Cash acquired










0.4Acquisitions, net of cash acquired

$
(1.6
)

$



$
(173.2
)Divestitures:Proceeds from divestitures

$
0.6


$



$
33.6Cash disposed










(0.8
)Divestitures, net of cash disposed

$
0.6


$



$
32.8  58




---



##### 



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


2006(In millions)Inventories:Manufactured products

$
135.7


$
129.1Purchased materials


71.2



66.9Work-in-process


4.6



4.5Less: Inventory reserve


(41.3
)


(35.1
)Total inventories, net

$
170.2


$
165.4Property and Equipment:Land and buildings

$
143.9


$
140.9Machinery and equipment


405.8



383.6Furniture and fixtures


39.4



40.2Less accumulated depreciation


(395.9
)


(368.4
)Total


193.2



196.3Construction-in-process


6.0



10.1Total property and equipment, net

$
199.2


$
206.4Other Assets:Notes receivable, net

$
1.5


$
1.7Deferred financing costs


2.4



5.0Deferred tax asset


50.6



44.6Investment in cost method investees


9.3



1.9Other


6.7



3.4Total other assets

$
70.5


$
56.6Other Accrued Liabilities:Deferred revenue

$
7.7


$
2.9Warranty reserve


8.4



9.5Accrued taxes (non-income)


36.7



37.8Non-trade payables


7.9



1.9Other


0.5



9.2Total other accrued liabilities

$
61.2


$
61.3     Note 3:
    Acquisitions     59




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          ®
   60




---



##### 



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


OpenCellAugust 26, 2005


May 6, 2005(In millions)Current assets

$
14.8


$
1.4Intangible assets


83.3



4.7Goodwill


70.6



Other long-term assets


3.3



1.3Total assets acquired


172.0



7.4Current liabilities


5.5



0.3Long-term liabilities






Total liabilities assumed


5.5



0.3Net assets acquired


166.5



7.1Less cash acquired


0.4



Net cash paid

$
166.1


$
7.1       2005(In millions, exceptper share data)Revenue

$
1,199.8Income from continuing operations(1)

$
110.8Net income per share  basic

$
0.96Net income per share  diluted

$
0.91     (1)
    
    Includes restructuring and impairment charges of
    $9.9 million for the year ended October 31, 2005 for
    the ADC stand-alone business.    Note 4:
    Discontinued
    Operations    ADC
    Telecommunications Israel Ltd. (G-Connect)
   61




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    APS
    France
    ADC
    Systems Integration UK Limited
    Metrica
      2007


2006


2005(In millions)Revenue

$
8.5


$
36.4


$
54.5Loss from discontinued operations, net

$
(2.2
)

$
(7.6
)

$
(14.5
)(Loss) gain on sale or write-down of discontinued operations, net


(4.8
)


(22.6
)


26.4(Loss) gain from discontinued operations

$
(7.0
)

$
(30.2
)

$
11.9  62




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 5:
    Net
    Income from Continuing Operations Per Share    2007


2006


2005(In millions, except per share data)Numerator:Net income from continuing operations

$
113.3


$
95.3


$
98.8Interest expense for convertible notes


13.7







8.6$
127.0


$
95.3


$
107.4Denominator:Weighted average common shares outstanding  basic


117.4



117.1



116.0Convertible bonds converted to common stock


14.2







14.2Employee options and other


0.3



0.3



0.9Weighted average common shares outstanding  diluted


131.9



117.4



131.1Basic income per share from continuing operations

$
0.97


$
0.81


$
0.85Diluted income per share from continuing operations

$
0.96


$
0.81


$
0.82      63




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 6:
    Investments    Other-Than-TemporaryCost


Unrealized


Unrealized


Impairment


FairBasis


Gain


Loss


Loss


Value(In millions)Fiscal 2007U.S. Treasury and other U.S. government agencies

$
8.8


$



$



$



$
8.8Corporate bonds


3.0















3.0Equity securities


















Auction-rate securities


193.0











(29.4
)


163.6Total available-for-sale securities

$
204.8


$



$



$
(29.4
)

$
175.4Fiscal 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


$



$



$



$
406.1     Other-Than-TemporaryCost


Unrealized


Unrealized


Impairment


FairBasis


Gain


Loss


Loss


Value(In millions)Fiscal 2007Auction-rate securitiesFailed to settle in auction process

$
169.8


$



$



$
(29.4
)

$
140.4Settled in auction process


23.2















23.2Total auction-rate securities

$
193.0


$



$



$
(29.4
)

$
163.6  64




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    EITF 03-1 FAS 115-1 124-1, The
    Meaning of Other-Than-Temporary Impairment and Its Application
    to Certain Investments,
      Note 7:
    Goodwill
    and Intangible Assets   65




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (In millions)Balances as of October 31, 2005

$
240.5Goodwill acquired during the year


Purchase accounting adjustments


(2.0
)Balance as of October 31, 2006


238.5Goodwill acquired during the year


0.5Other


(0.6
)Balance as of October 31, 2007

$
238.4   Goodwill and Other Intangible Assets,
      Gross








EstimatedCarrying


Accumulated





Life Range2007

Amounts


Amortization


Net


(In Years)(In millions)Technology

$
54.0


$
29.9


$
24.1



5-7Trade name/trademarks


26.2



5.5



20.7



5-20Distributor network


10.1



3.5



6.6



10Customer list


41.8



16.3



25.5



2Patents


46.0



21.5



24.5



3-7Non-compete agreements


13.6



6.8



6.8



2-5Other


26.1



12.4



13.7



1-13Total

$
217.8


$
95.9


$
121.9



8
(1)   66




---



##### 



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








EstimatedCarrying


Accumulated





Life Range2006

Amounts


Amortization


Net


(In Years)(In millions)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)     (1)
    
    Weighted average life.    (In millions)2008

$
29.22009


26.42010


20.52011


12.72012


10.0Thereafter


23.1Total

$
121.9   Note 8:
    Notes
    Payable  6-month
   67




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 9:
    Shareowner
    Rights Plan    Note 10:
    Income
    Taxes    2007


2006


2005(In millions)United States

$
144.5


$
77.1


$
95.9Foreign


(27.9
)


(19.5
)


10.1Total income (loss) before income taxes

$
116.6


$
57.6


$
106.0  68




---



##### 



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


2006


2005(In millions)Current taxes:Federal

$
0.3


$
3.4


$
Foreign


8.3



5.8



6.8State


0.5



0.4



(0.5
)9.1



9.6



6.3Deferred taxes:Federal


(5.0
)


(46.7
)


Foreign


(0.8
)


(0.6
)


0.9State










(5.8
)


(47.3
)


0.9Total (benefit) provision

$
3.3


$
(37.7
)

$
7.2     2007


2006


2005Federal statutory rate


35
%


35
%


35
%Change in deferred tax asset valuation allowance


(26
)


(127
)


(15
)State income taxes, net


2



1



1Foreign income taxes


(10
)


23



(13
)Other, net


2



3



(1
)Effective income tax rate


3
%


(65
)%


7
%  69




---



##### 



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


2006(In millions)Current deferred tax assets:Asset valuation reserves

$
9.8


$
11.9Accrued liabilities


20.8



16.9Net operating loss and tax credit carryover


6.0



24.5Subtotal


36.6



53.3Non-current deferred tax assets:Intangible assets


212.4



274.7Depreciation


14.9



15.3Net operating loss and tax credit carryover


545.1



448.0Capital loss carryover


212.8



222.3Investments and other


20.9



39.8Subtotal


1,006.1



1,000.1Total deferred tax assets


1,042.7



1,053.4Current deferred tax liabilities:Accrued liabilities


(4.1
)


(5.0
)Subtotal


(4.1
)


(5.0
)Non-current deferred tax liabilities:Intangible assets


(34.0
)


(22.6
)Investments and other


(8.3
)


(6.1
)Subtotal


(42.3
)


(28.7
)Total deferred tax liabilities


(46.4
)


(33.7
)Net deferred tax assets


996.3



1,019.7Deferred tax asset valuation allowance


(944.5
)


(974.1
)Net deferred tax asset

$
51.8


$
45.6   Accounting for Income Taxes,
 70




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
                    Note 11:
    Employee
    Benefit Plans  Retirement Savings Plans:
 71




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (non-U.S.) (non-U.S.)
  Pension Benefits:
  Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106 and 132(R)
 72




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    October 31,2007


2006(In millions)Reconciliation of projected benefit obligationBeginning balance

$
69.2


$
68.9Service cost


0.2



0.2Interest cost


3.2



2.9Actuarial gain


(6.0
)


(2.6
)Foreign currency exchange rate changes


8.6



3.3Benefit payments


(3.9
)


(3.5
)Ending balance

$
71.3


$
69.2Funded status of the planPlan assets at fair value less than benefit obligation

$
(71.3
)

$
(69.2
)Unrecognized net actuarial loss






5.5Net amount recognized

$
(71.3
)

$
(63.7
)Amounts recognized in the Consolidated Balance Sheet as of
    October 31Prepaid benefit cost

$



$
Accumulated benefit obligation


70.5



68.0Accumulated other comprehensive income, pre-tax


0.8



(4.3
)Net amount recognized

$
71.3


$
63.7     Before





AfterApplication





Applicationof SFAS 158


Adjustments


of SFAS 158(In millions)Liability for pension benefits

$
71.5


$
(0.2
)

$
71.3Total liabilities

$
757.4


$
(0.2
)

$
757.2Accumulated other comprehensive income (loss), net of tax

$
2.5


$
0.2


$
2.7Total shareowners investment

$
1,007.4


$
0.2


$
1,007.6       2007


2006


2005(In millions)Service cost

$
0.2


$
0.2


$
0.2Interest cost


3.2



2.9



3.2Net periodic pension cost

$
3.4


$
3.1


$
3.4  73




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    October 31,2007


2006


2005Weighted average assumptions used to determine benefit
    obligationsDiscount rate


5.25
%


4.50
%


4.25
%Compensation rate increase


2.50
%


2.50
%


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


4.50
%


4.25
%


5.25
%Compensation rate increase


2.50
%


2.50
%


2.50
%       (In millions)2008

$
4.12009


4.12010


4.12011


4.12012


4.2Five Years Thereafter

$
21.8   Note 12:
    Share-Based
    Compensation       74




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2005(In millions,except per sharedata)Net income as reported

$
110.7Plus: Share-based employee compensation included in reported
    income


3.0Less: Stock compensation expense  fair value based
    method


(20.5
)Pro forma net income

$
93.2Net income per shareAs reported  basic

$
0.95As reported  diluted

$
0.91Pro forma  basic

$
0.80Pro forma  diluted

$
0.78      75




---



##### 



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, 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



0.6Granted


1.4



14.90



0.8Exercised


(0.4
)


(15.84
)


Restrictions lapsed










(0.1
)Canceled


(0.9
)


(36.07
)


(0.2
)Outstanding at October 31, 2007


6.7



25.46



1.1Exercisable at October 31, 2007


4.4


$
29.47



     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 - $ 12.60


91,031



4.43


$
11.56



89,309


$
11.5413.58 -  14.59


1,142,548



6.16



14.58



19,023



14.3814.63 -  15.82


719,139



5.06



15.76



705,612



15.7716.03 -  18.62


616,204



6.14



17.22



453,445



17.1518.69 -  18.76


743,175



6.64



18.76



388,462



18.7619.11 -  20.02


673,183



3.15



19.78



652,578



19.7920.44 -  23.45


556,636



5.61



20.67



432,563



20.6523.91 -  23.91


704,244



7.78



23.91



202,108



23.9124.01 -  30.59


685,469



4.26



29.10



653,188



29.2831.08 - 293.56


783,773



2.40



71.19



783,773



71.196,715,402



5.26


$
25.46



4,380,061


$
29.47    76




---



##### 



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


2006


2005Expected volatility


52.51
%


57.70
%


58.99
%Risk free interest rate


4.45
%


4.34
%


3.68
%Expected dividends










Expected term (in years)


4.6



4.9



4.5       Note 13:
    Accumulated
    Other Comprehensive Income (Loss)   77




---



##### 



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


Unrealized


MinimumCurrency


Gain (Loss)


PensionTranslation


On AFS


LiabilityAdjustment


Securities, net


Adjustment


Total(In millions)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


11.8











11.8Minimum pension liability adjustment










2.9



2.9Unrealized gain on securities






0.7







0.7Balance, October 31, 2006


(5.9
)






(4.3
)


(10.2
)Translation gain


7.8











7.8Minimum pension liability adjustment










4.9



4.9Adoption of SFAS 158










0.2



0.2Balance, October 31, 2007

$
1.9


$



$
0.8


$
2.7     Note 14:
    Commitments
    and Contingencies  Letters of Credit:
  Operating Leases:
    (In millions)2008

$
28.92009


23.82010


21.12011


13.62012


12.1Thereafter


24.2Total

$
123.7    78




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Legal Contingencies:
    Income Tax Contingencies:
    Purchase Obligations:
  Other Contingencies:
  Change of Control:
  Note 15:
    Segment
    and Geographic Information  Segment
    Information
   79




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    
    Our Broadband Infrastructure and Access business segment has
    been divided into three reportable segments  Global
    Connectivity Solutions, Wireless Solutions and Wireline
    Solutions.
    Previously, our business unit level reports presented results
    through contribution margin. Our current reporting presents
    fully allocated business unit results through operating income.
    We have eliminated reporting at the regional level.      
    Connectivity
    Wireless
    Wireline
    Professional Services  Connectivity
  Wireless
  Wireline
  Professional Services
     80




---



##### 



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


2006


2005(In millions)Connectivity

$
1,020.0


$
984.4


$
803.8Wireless


44.2



33.1



69.9Wireline


53.8



65.1



69.3Professional ServicesProducts


52.2



53.5



57.8Services


152.0



145.6



128.1Total Professional Services


204.2



199.1



185.9Total Net Sales

$
1,322.2


$
1,281.7


$
1,128.9     Restructuring,Professional





Impairment and


GAAPConnectivity


Wireless


Wireline


Services


Consolidated


Other Charges


Consolidated(In millions)2007External net sales:Products

$
1,020.0


$
44.2


$
53.8


$
52.2


$
1,170.2


$



$
1,170.2Services














152.0



152.0







152.0Total external net sales

$
1,020.0


$
44.2


$
53.8


$
204.2


$
1,322.2


$



$
1,322.2Depreciation and amortization

$
58.6


$
3.4


$
1.8


$
4.7


$
68.5


$



$
68.5Operating income (loss)

$
108.3


$
(15.2
)

$
5.9


$
(7.2
)

$
91.8


$
23.9


$
67.92006External net sales:Products

$
984.4


$
33.1


$
65.1


$
53.5


$
1,136.1


$



$
1,136.1Services














145.6



145.6







145.6Total external net sales

$
984.4


$
33.1


$
65.1


$
199.1


$
1,281.7


$



$
1,281.7Depreciation and amortization

$
53.9


$
3.0


$
2.8


$
8.3


$
68.0


$



$
68.0Operating income (loss)

$
83.6


$
(20.9
)

$
7.4


$
(2.0
)

$
68.1


$
20.8


$
47.32005External net sales:Products

$
803.8


$
69.9


$
69.3


$
57.8


$
1,000.8


$



$
1,000.8Services














128.1



128.1







128.1Total external net sales

$
803.8


$
69.9


$
69.3


$
185.9


$
1,128.9


$



$
1,128.9Depreciation and amortization

$
49.1


$
3.4


$
4.4


$
10.0


$
66.9


$



$
66.9Operating income (loss)

$
95.9


$
4.6


$
3.6


$
(8.8
)

$
95.3


$
10.1


$
85.2  81




---



##### 



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

2007


2006


2005(In millions)Inside the United States

$
803.8


$
750.5


$
640.0Outside the United States:Asia Pacific (Australia, China, Hong Kong, India, Japan, Korea,
    New Zealand, Southeast Asia and Taiwan)


135.4



109.1



102.7EMEA (Africa, Europe (Excluding Germany) Middle East and Africa)


192.3



183.0



134.0Germany(1)


95.7



145.4



167.4Americas (Canada, Central and South America)


95.0



93.7



84.8Total sales

$
1,322.2


$
1,281.7


$
1,128.9Property and Equipment, Net:Inside the United States

$
121.3


$
134.9Outside the United States


77.9



71.5Total property and equipment, net

$
199.2


$
206.4     (1)
    
    Due to the significance of its sales, Germany is broken out for
    geographic purposes, but it is included in the EMEA business
    unit for segment reporting.  Note 16:
    Impairment,
    Restructuring, and Other Disposal Charges    2007


2006


2005(In millions)Impairments:Fixed asset write-downs

$
3.5


$
1.2


$
0.3Restructuring charges:Employee severance


9.4



14.6



6.4Facilities consolidation and lease termination


1.0



5.0



3.4Other










Total restructuring charges


10.4



19.6



9.8Other disposal charges:Inventory write-offs


8.9







Total impairment, restructuring and other disposal charges

$
22.8


$
20.8


$
10.1  82




---



##### 



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


Continuing





AccrualOctober 31,


Operations


Cash


October 31,Type of Charge

2006


Net Additions


Charges


2007(In millions)Employee severance costs

$
12.5


$
9.4


$
14.3


$
7.6Facilities consolidation


15.3



1.0



4.3



12.0Total

$
27.8


$
10.4


$
18.6


$
19.6   Accrual


Continuing





AccrualOctober 31,


Operations


Cash


October 31,Type of Charge

2005


Net Additions


Charges


2006(In millions)Employee severance costs

$
5.0


$
14.6


$
7.1


$
12.5Facilities consolidation


24.6



5.0



14.3



15.3Total

$
29.6


$
19.6


$
21.4


$
27.8    83




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 17:
    Quarterly
    Financial Data (Unaudited)  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total(In millions, except earnings per share)2007Net Sales

$
297.2


$
349.3


$
346.1


$
329.6


$
1,322.2Gross Profit


94.9



120.4



113.6



113.6



442.5Income Before Income Taxes


10.8



96.1
(10)


19.4



(9.7
)(11)


116.6Provision (Benefit) for Income Taxes


1.1



2.7



2.0



(2.5
)(12)


3.3Income (Loss) From Continuing Operations


9.7



93.4



17.4



(7.2
)


113.3Discontinued Operations, Net of Tax


(6.1
)


(1.3
)


(0.8
)


1.2



(7.0
)Net Income (Loss)

$
3.6
(1)

$
92.1
(2)

$
16.6
(3)

$
(6.0
)(4)

$
106.3Average Common Shares Outstanding  Basic


117.2



117.3



117.4



117.5



117.4Average Common Shares Outstanding  Diluted


117.3



131.8



117.8



117.5



131.9Basic Income (Loss) Per Share:Continuing operations

$
0.08


$
0.80


$
0.15


$
(0.06
)

$
0.97Discontinued operations

$
(0.05
)

$
(0.01
)

$
(0.01
)

$
0.01


$
(0.06
)Cumulative effect of a change in accounting principle

$



$



$



$



$
Net Income (Loss)

$
0.03


$
0.79


$
0.14


$
(0.05
)

$
0.91Diluted Income (Loss) Per Share:Continuing operations

$
0.08


$
0.73


$
0.15


$
(0.06
)

$
0.96Discontinued operations

$
(0.05
)

$
(0.01
)

$
(0.01
)

$
0.01


$
(0.05
)Cumulative effect of a change in accounting principle

$



$



$



$



$
Net Income (Loss)

$
0.03


$
0.72


$
0.14


$
(0.05
)

$
0.91Net Sales Outside the United States

$
124.7


$
123.6


$
130.9


$
139.2


$
518.4   84




---



##### 



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


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total(In millions, except earnings per share)2006Net Sales

$
272.7


$
358.1


$
343.6


$
307.3


$
1,281.7Gross Profit


86.1



121.6



112.1



92.9



412.7Income Before Income Taxes


0.3



27.8



26.6



2.9



57.6Provision (Benefit) for Income Taxes


1.3



2.5



3.1



(44.6
)(9)


(37.7
)Income (Loss) From Continuing Operations


(1.0
)


25.3



23.5



47.5



95.3Discontinued Operations, Net of Tax


(1.4
)


(2.5
)


(18.9
)


(7.4
)


(30.2
)Cumulative effect of a change in accounting principle


0.6















0.6Net Income (Loss)

$
(1.8
)(5)

$
22.8
(6)

$
4.6
(7)

$
40.1
(8)

$
65.7Average 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
)

$
0.22


$
0.20


$
0.41


$
0.81Discontinued operations

$
(0.01
)

$
(0.03
)

$
(0.16
)

$
(0.07
)

$
(0.26
)Cumulative effect of a change in accounting principle

$



$



$



$



$
0.01Net Income (Loss)

$
(0.02
)

$
0.19


$
0.04


$
0.34


$
0.56Diluted Income (Loss) Per Share:Continuing operations

$
(0.01
)

$
0.21


$
0.20


$
0.39


$
0.81Discontinued operations

$
(0.01
)

$
(0.02
)

$
(0.16
)

$
(0.06
)

$
(0.26
)Cumulative effect of a change in accounting principle

$



$



$



$



$
0.01Net Income (Loss)

$
(0.02
)

$
0.19


$
0.04


$
0.33


$
0.56Net Sales Outside the United States

$
116.6


$
138.6


$
134.7


$
141.3


$
531.2     (1)
    
    Includes $0.6 million of restructuring charges.(2)
    
    Includes $1.0 million of a restructuring credit and
    $0.1 million of impairment charges.(3)
    
    Includes $9.3 million of restructuring charges and
    $2.7 million of impairment charges.(4)
    
    Includes $1.5 million of restructuring charges and
    $0.7 million of impairment charges.(5)
    
    Includes $1.4 million of restructuring charges.(6)
    
    Includes $1.2 million of restructuring charges and
    $0.6 million of impairment charges.(7)
    
    Includes $3.3 million of restructuring charges and
    $0.2 million of impairment charges.(8)
    
    Includes $13.7 million of restructuring charges and
    $0.4 million of impairment charges. 85




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (9)
    
    Includes $49.0 million partial release of our deferred tax
    asset valuation allowance.(10)
    
    Includes $57.1 million gain on sale of BigBand.(11)
    
    Includes $29.4 million impairment loss on
    available-for-sale securities.(12)
    
    Includes $6.0 million partial release of our deferred tax
    asset valuation allowance.  Fiscal
    Year
    Discontinued
    Operations
    Note 18:
    Subsequent
    Events (Unaudited)  LGC
      Century
    Man
     86




---



##### 



ADC
    Telecommunications, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Auction-rate
    securities
   87




---



##### 



Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    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)
   88




---



##### 



Report of
    Independent Registered Public Accounting Firm
                 
     Item 9B.
    OTHER
    INFORMATION   89




---



##### 



PART III
  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K
  Form 10-K
  www.adc.com/investorrelations/corporate
    governance.
  Form 8-K
  Item 11.
    EXECUTIVE
    COMPENSATION  Form 10-K
  Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K.
  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K
  Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K
 90




---



##### 



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
 91




---



##### 



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: December 18, 2007/s/  James
    G. MathewsJames
    G. Mathews

Vice President and
    Chief Financial Officer
    (principal financial officer)

Dated: December 18, 2007/s/  Steven
    G. NemitzSteven
    G. Nemitz

Vice President and Controller (principal accounting officer)

Dated: December 18, 2007John A. Blanchard III*

DirectorJohn J. Boyle III*

DirectorMickey P. Foret*

DirectorJ. Kevin Gilligan*

DirectorLois M. Martin*

DirectorWilliam R. Spivey*

DirectorJohn E. Rehfeld*

DirectorLarry W. Wangberg*

DirectorJohn D. Wunsch*

Director*By: /s/  James
    G. MathewsJames
    G. MathewsAttorney-in-Fact



Dated: December 18, 2007  92




---



##### 



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 2007Allowance for doubtful accounts & notes receivable

$
10.2


$



$
(2.0
)

$
1.6


$
6.6Inventory reserve


35.1







21.1



14.9



41.3Warranty accrual


9.5







1.3



2.4



8.4Fiscal 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



10.8  93




---



##### 



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.)2
-j

Agreement and Plan of Merger dated October 21, 2007 by and
    among ADC Telecommunications, Inc., Hazeltine Merger Sub, Inc.
    and LGC Wireless, Inc. (Incorporated by reference to
    Exhibit 2.1 to ADCs Current Report on
    Form 8-K
    dated October 21, 2007.)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.) 94




---



##### 



ExhibitNumber

Description4
-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.)4
-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 2006. (Incorporated by reference to
    Exhibit 10-b
    to ADCs Current Report on
    Form 8-K
    dated November 18, 2005.)10
-c

ADC Telecommunications, Inc. Management Incentive Plan for
    Fiscal Year 2007. (Incorporated by reference to
    Exhibit 10-d
    to ADCs Annual Report on
    Form 10-K/A
    dated March 13, 2007.)10
-d*

ADC Telecommunications, Inc. Management Incentive Plan for
    Fiscal Year 2008.10
-e

ADC Telecommunications, Inc. Executive Change in Control
    Severance Pay Plan (2007 Restatement). (Incorporated by
    reference to
    Exhibit 10-a
    to ADCs Current Report on
    Form 8-K
    dated September 30, 2007.)10
-f

ADC Telecommunications, Inc. Change in Control Severance Pay
    Plan (2007 Restatement). (Incorporated by reference to
    Exhibit 10-d
    to ADCs Current Report on
    Form 8-K
    dated September 30, 2007.)10
-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 (2007
    Restatement). (Incorporated by reference to
    Exhibit 10-b
    to ADCs Current Report on
    Form 8-K
    dated September 30, 2007.)10
-o

Compensation Plan for Non-employee Directors of ADC
    Telecommunications, Inc. (2007 Restatement). (Incorporated by
    reference to
    Exhibit 10-c
    to ADCs Current Report on
    Form 8-K
    dated September 30, 2007.) 95




---



##### 



ExhibitNumber

Description10
-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.)10
-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. (Incorporated by
    reference to
    Exhibit 10-x
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2006.)10
-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. (Incorporated by reference to
    Exhibit 10-y
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2006.)10
-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. (Incorporated by reference to
    Exhibit 10-z
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2006.)10
-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.) 96




---



##### 



ExhibitNumber

Description10
-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.)10
-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. (Incorporated
    by reference to
    Exhibit 10-ee
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2006.)10
-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. (Incorporated
    by reference to
    Exhibit 10-ff
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2006.)10
-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. (Incorporated by reference to
    Exhibit 10-ii
    to ADCs Annual Report on
    Form 10-K
    for the fiscal year ended October 31, 2006.)10
-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.)10
-mm

Voting Agreement dated October 21, 2007 by and among ADC
    Telecommunications, Inc. and the Shareholders of LGC Wireless,
    Inc. (Incorporated by reference to Exhibit 10.1 to
    ADCs Current Report on
    Form 8-K
    dated October 21, 2007.)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). 97




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##### 



ExhibitNumber

Description32
*

Certifications furnished pursuant to 18 U.S.C. 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Filed herewith.  
    
    Management contract or compensation plan or arrangement required
    to be filed as an exhibit to this Form 10-K.   98