##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 (Mark One)
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended
 OR
 þ
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from November 1, 2008  to September 30, 2009
 Commission File No. 0-1424
 ADC Telecommunications, Inc.
 (Exact name of registrant as specified in its charter)
 Minnesota
    
    41-0743912(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)13625 Technology DriveEden Prairie, Minnesota
    
    55344-2252(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which Registered:Common Stock, $.20 par value
    
    The NASDAQ Global Select MarketPreferred Stock Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
 þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 ®
  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART 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 DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. CONTROLS AND PROCEDURESItem 9B. OTHER INFORMATIONPART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEItem 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXEX-10.6EX-10.7EX-12.1EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32    Table of Contents  (THIS PAGE INTENTIONALLY LEFT BLANK)
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Introductory Note
    
 PART I
 
 Item 1.
    
    BUSINESS
 General
    
    
    Connectivity solutions that provide the physical interconnections between network
components and network access points. These products connect wireline, wireless, cable,
enterprise and broadcast communication networks over fiber-optic, copper (twisted pair),
coaxial, and wireless media.
 
    
    Wireless solutions that help improve coverage and capacity for wireless networks. These
products improve signal quality, increase coverage and capacity into expanded geographic
areas, increase the speed and expand the delivery and capacity of networks, and help reduce
the capital and operating costs of delivering wireless services. Applications for these
products include in-building solutions, outdoor coverage solutions and mobile network
solutions.
   
    
    Global Connectivity Solutions (Connectivity)
 3




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




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Current Global Macro-Economic Conditions
  st th
 
    
    Our net sales decreased by 31.6% compared to fiscal 2008;
 
    
    As a result of significant international sales, our net sales were negatively impacted by
the relative strengthening of the U.S. dollar against a majority of other currencies during fiscal 2009.
In recent months the dollar has begun to weaken against other currencies.
Changes in foreign currency exchange rates reduced net sales during fiscal 2009 by
approximately $34.0 million, versus fiscal 2008;
 
    
    Despite reducing actual expenditures for research and development and selling and
administrative costs during our fiscal 2009 compared to fiscal 2008, these costs grew as a
percentage of our net sales because of lower sales volumes; and
 
    
    During the first quarter of fiscal 2009, we recorded a $413.9 million charge related to
the impairment of all of our goodwill and the impairment of other long-lived assets as a
result of our reduced expectations of near-term financial performance and the decline in our
market capitalization.
  Strategy
 Market Goals
  5




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Business Priorities
  
    
    Business growth in fiber-based and wireless communications networks, and in growing
markets and geographies;
 
    
    Operational excellence that drives low-cost industry leadership and provides our
customers with superior products and support; and
 
    
    Improved customer service and focus through alignment with the next generation network
needs of our global customer base.
 Business Growth in Areas of High Strategic Importance.
  Operational Excellence and Low Cost Industry Leadership
 
    
    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;
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
    
    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;
 
    
    implementing new operating methods designed to uncover increased operational
efficiencies;
 
    
    reducing the number of locations from which we conduct general and administrative support
activities such as invoicing and back-office functions; and
 
    
    focusing our resources on core operations, and, where appropriate, using third parties to
perform non-core processes.
  Improved Customer Service and Focus
   Product and Service Offering Groups
  Reportable Segment
    
    2009
    
    2008
    
    2007Connectivity
    
    
    79.0
    %
    
    
    79.0
    %
    
    
    84.0
    %Network Solutions
    
    
    7.3
    
    
    
    8.5
    
    
    
    3.2Professional Services
    
    
    13.7
    
    
    
    12.5
    
    
    
    12.8Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 7




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Connectivity
  FTTX Products. tm
 Fiber Distribution Panels and Frame Products.
 DSX and DDF Products.
 Structured Cabling Products. ® ®
 Broadcast and Entertainment Products. ® ®
 Network Solutions
  In-building Wireless Coverage/Capacity Solutions.
 Outdoor Wireless Coverage/Capacity Solutions.
 Cell-Site Solutions ®
 Professional Services
  8




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Customers
  
    
    the public communications network market worldwide, which includes major telephone
companies such as Verizon, AT&T, Sprint, Telefonica, Deutsche Telecom and Bell Canada, local
telephone companies, long-distance carriers, wireless service providers, cable television
operators and broadcasters;
 
    
    the private and governmental markets worldwide, which include business customers and
governmental agencies that own and operate their own Internet, data, video and voice
networks for internal use; and
 
    
    other communications equipment vendors, which incorporate our products into their
products and systems that they in turn sell into the above markets.
     Research and Development
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
    
    fiber connectivity products for FTTX initiatives and central office applications;
 
    
    high-performance structured cables, jacks, plugs, jumpers, frames and panels to enable
the use of increasingly higher-performance IP network protocols within private networks; and
 
    
    wireless coverage and capacity solutions that enable our customers to optimize their
network coverage.
 Competition
  For Connectivity products:
 For Network Solutions 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




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Intellectual Property
   Seasonality
 th
  th
 Employees
  Executive Officers of the Registrant
  OfficerName
    
    Office
    
    Since
    
    AgeRobert E. Switz
    
    Chairman, President and Chief Executive
Officer
    
    
    1994
    
    
    
    63James G. Mathews
    
    Vice President, Chief Financial Officer
    
    
    2005
    
    
    
    58Patrick D. OBrien
    
    Vice President, President, Global
Connectivity Solutions Business Unit
    
    
    2002
    
    
    
    46Kimberly S. Hartwell
    
    Vice President, Global Go-To-Market
    
    
    2008
    
    
    
    47Richard B. Parran, Jr
    
    Vice President, President, Network
Solutions Business Unit
    
    
    2006
    
    
    
    53Christopher Jurasek
    
    Vice President, President, Professional
Services Business Unit, Chief Information Officer
    
    
    2009
    
    
    
    43Steven G. Nemitz
    
    Vice President and Controller
    
    
    2007
    
    
    
    35Laura N. Owen
    
    Vice President, Chief Administrative
Officer
    
    
    1999
    
    
    
    53Jeffrey D. Pflaum
    
    Vice President, General Counsel and
Secretary
    
    
    1999
    
    
    
    50
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Mr. Switz
 Mr. Mathews
 Mr. OBrien
 Ms. Hartwell
 Mr. Parran
 Mr. Jurasek
 Mr. Nemitz
 Ms. Owen
 Mr. Pflaum
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Item 1A.
    
    RISK FACTORS
  Risks Related to Our Business
 Our industry is highly competitive, spending for communication infrastructure products has not
grown in recent years and declined last year, and our product and services sales are subject to
significant downward pricing and volume pressure.
    Our sales and operations may continue to be impacted adversely by current global economic
conditions.
  
    
    There has been, and may continue to be, soft demand for the goods and services our
customers provide to their customers. In turn, this has caused, and may continue to cause,
our customers to spend less on the products and services we sell.
 
    
    Increased competition to complete sales among our competitors has created, and may
continue to create, pressure to sell products and services at lower prices or on less
advantageous terms than in the past.
 Our gross margins may vary over time, and our level of gross margin may not be sustainable.
  
    
    Changes in customer, geographic, or product mix, including the mix of configurations
within each product group;
 
    
    Introduction of new products, including products with price-performance advantages;
 
    
    Our ability to reduce product costs;
 
    
    Increases in material or labor costs;
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
    
    Expediting costs incurred to meet customer delivery requirements;
 
    
    Excess inventory and inventory carrying charges;
 
    
    Changes in shipment volume;
 
    
    Changes in component pricing;
 
    
    Increased price competition;
 
    
    Changes in distribution channels;
 
    
    Increased warranty cost;
 
    
    Liquidated damages costs relating to customer contractual terms; and
 
    
    Our ability to manage the impact of foreign currency exchange rate fluctuations.
 Our operating results are difficult to predict and fluctuate significantly from quarter to
quarter.
  
    
    the volume and timing of orders from and shipments to our customers;
 
    
    the overall level of capital expenditures by our customers;
 
    
    work stoppages and other developments affecting the operations of our customers;
 
    
    the timing of and our ability to obtain new customer contracts and the timing of revenue
recognition;
 
    
    the timing of new product and service announcements;
 
    
    the availability of products and services;
 
    
    market acceptance of new and enhanced versions of our products and services;
 
    
    variations in the mix of products and services we sell;
 
    
    fluctuations in foreign currency exchange rates which can be significant;
 
    
    the location and utilization of our production capacity and employees; and
 
    
    the availability and cost of key components of our products.
  Our profitability could be impacted negatively if one or more of our key customers substantially
reduces orders for our products and/or transitions their purchases towards lower gross margin
products.
  14




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i.e.
 Our market is subject to rapid technological change and, to compete effectively, we must
continually introduce new products that achieve market acceptance.
    Our cost reduction initiatives may not result in anticipated savings or more efficient operations
and may be disruptive to our operations.
   We are becoming increasingly dependent on specific network expansion projects undertaken by our
customers, which are subject to intense competition and result in sales volatility.
  15




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Further consolidation among our customers may result in the loss of some customers and may reduce
revenue during the pendency of business combinations and related integration activities.
   Our Professional Services business is exposed to risks associated with a highly concentrated
customer base.
  Possible consolidation among our competitors could result in a loss of sales and profitability and
negatively impact our competitive position.
  We may not successfully close strategic acquisitions and, if these acquisitions are completed, we
may have difficulty integrating the acquired businesses with our existing operations.
   16




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If we seek to secure other financing we may not be able to obtain it on acceptable terms and,
given the current market conditions, obtaining financing on any terms may not be possible.
   
    
    reduce funds available to us for purposes such as working capital, capital expenditures,
research and development, strategic acquisitions and other general corporate purposes;
 
    
    restrict our ability to introduce new products or exploit new business opportunities;
    
    increase our vulnerability to economic downturns and competitive pressures in the
markets in which we operate; and
    
    place us at a competitive disadvantage.
 The auction-rate securities we hold may be further impaired in the future and we are uncertain
whether we will recover any of our losses.
  We may complete transactions, undertake restructuring initiatives or face other circumstances in
the future that will result in restructuring or impairment charges.
    The regulatory environment in which we and our customers operate is changing and those changes may
impact our business.
   17




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Conditions in global markets could adversely affect our operations.
   
    
    local economic and market conditions;
 
    
    political and economic instability;
 
    
    unexpected changes in or impositions of legislative or regulatory requirements;
 
    
    compliance with the Foreign Corrupt Practices Act and various laws in countries in which
we are doing business;
 
    
    fluctuations in foreign currency exchange rates which can be significant;
 
    
    requirements to consult with or obtain the approval of works councils or other labor
organizations to complete business initiatives;
 
    
    tariffs and other barriers and restrictions;
 18




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
    
    risk of foreign government nationalizing our manufacturing operations;
 
    
    foreign governments efforts to control their local currency and economies in general,
resulting in difficulties in exchanging currency or transferring funds to and from such
countries;
 
    
    longer payment cycles;
 
    
    difficulties enforcing intellectual property and contract rights;
 
    
    greater difficulty in accounts receivable collection;
 
    
    potentially adverse taxes and export and import requirements; and
 
    
    the burdens of complying with a variety of non-U.S. laws and telecommunications
standards.
   We are subject to special risks relating to doing business in China.
   Our intellectual property rights may not be adequate to protect our business.
   19




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We are dependent upon our senior management and other critical employees.
   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
 20




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
    
    product liability claims or other claims for damages that may be caused by any product
defects or performance failures.
  Managing our inventory is complex and may include write-downs of excess or obsolete inventory.
  We may encounter difficulties obtaining raw materials and supplies needed to make our products,
and the prices of these materials and supplies are subject to fluctuation.
   If our manufacturing operations suffer production or shipping delays or if we do not have
sufficient manufacturing capabilities, we may experience difficulty in meeting customer demands.
  21




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If contract manufacturers that we rely on to produce a significant portion of our products or key
components of products encounter production quality, financial or other difficulties, we may
experience difficulty in meeting customer demands.
  Our ability to operate our business and report financial results is dependent on maintaining
effective information management systems.
  We are subject to risks associated with changes in commodity prices, interest rates, security
prices, and foreign currency exchange rates.
     We may encounter litigation that has a material impact on our business.
   22




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Risks Related to Our Common Stock
 Our stock price has been volatile historically and may continue to be volatile.
    Anti-takeover provisions in our charter documents, our shareholder rights agreement and Minnesota
law could prevent or delay a change in control of our company.
  
    
    advance notice requirements for shareholder proposals;
 
    
    authorization for our Board of Directors to issue preferred stock without shareholder
approval;
 
    
    authorization for our Board of Directors to issue preferred stock purchase rights upon a
third partys acquisition of 15% or more of our outstanding shares of common stock; and
 
    
    limitations on business combinations with interested shareholders.
  
 Item 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 Item 2.
    
    PROPERTIES
   
    
    Shakopee, Minnesota approximately 370,000 sq. ft., owned; general purpose facility used
for engineering, manufacturing and general support of our global connectivity products;
 
    
    Marietta, Georgia approximately 86,000 sq. ft., leased; administration and operations
facility used for our professional services business;
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
    
    San Jose, California approximately 80,000 sq. ft., leased; general purpose facility
used for engineering, manufacturing and general support of our network solutions group;
 
    
    Juarez and Delicias, Mexico approximately 327,000 sq. ft. and 139,000 sq. ft.,
respectively, owned; manufacturing facilities; each facility used for our global
connectivity products;
 
    
    Berlin, Germany approximately 377,000 sq. ft., leased; general purpose facility used
for engineering, manufacturing and general support of our global connectivity products;
 
    
    Sidney, Nebraska approximately 376,000 sq. ft., owned; manufacturing facility used for
our global connectivity products;
 
    
    Brno, Czech Republic approximately 123,000 sq. ft., leased; manufacturing facility used
for our global connectivity products;
 
    
    Berkeley Vale, Australia approximately 99,000 sq. ft., owned; general purpose facility
for engineering, manufacturing and general support of our global connectivity products;
 
    
    Bangalore, India approximately 44,000 sq. ft., owned; manufacturing facility used for
our global connectivity products; and a second site in Bangalore, approximately 69,000 sq.
ft., leased; general purpose facilities for engineering, sales, finance, information
technology and other shared service support functions;
 
    
    Santa Teresa, New Mexico approximately 334,000 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;
 
    
    Hangzhou, China approximately 36,000 sq. ft., leased; manufacturing site used for our
global connectivity products; and
 
    
    Shenzhen, China approximately 149,000 sq. ft., leased; and a second facility in
Shenzhen, approximately 112,000 sq. ft., leased; both manufacturing sites used for our
global connectivity products; and an additional facility in Shenzhen, approximately 17,000
sq. ft., leased; used for engineering and operations of our network solutions group.
   
 Item 3.
    
    LEGAL PROCEEDINGS
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Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 Item 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  2009
    
    2008High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    7.20
    
    
    $
    4.28
    
    
    $
    19.10
    
    
    $
    12.63Second Quarter
    
    
    7.52
    
    
    
    2.47
    
    
    
    14.84
    
    
    
    11.59Third Quarter
    
    
    8.85
    
    
    
    6.25
    
    
    
    17.45
    
    
    
    9.21Fourth Quarter
    
    
    9.78
    
    
    
    6.90
    
    
    
    10.94
    
    
    
    4.13
  Comparative Stock Performance
  25




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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among ADC Telecommunications, Inc., The S&P Midcap 400 Index
And the S&P 400 Communications Equipment Index
 
 
 *
    
    $100 invested on 10/31/04 in stock & index-including reinvestment of dividends. Fiscal years
ending October 31 for 2005 through 2008 and ending September 30 for 2009. ©
 2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009ADC
    
    
    $
    100.00
    
    
    
    
    115.95
    
    
    
    
    95.08
    
    
    
    
    124.25
    
    
    
    
    42.13
    
    
    
    
    55.42S&P Midcap 400 Index
    
    
    $
    100.00
    
    
    
    
    116.21
    
    
    
    
    133.44
    
    
    
    
    156.16
    
    
    
    
    99.21
    
    
    
    
    122.82S&P 400 Communications Equipment Index
    
    
    $
    100.00
    
    
    
    
    96.07
    
    
    
    
    108.73
    
    
    
    
    126.31
    
    
    
    
    70.98
    
    
    
    
    123.05
 26




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Item 6.
    
    SELECTED FINANCIAL DATA
  FIVE-YEAR FINANCIAL SUMMARY
Years ended
 September 30,
    
    October 31,
    
    October 31,
    
    October 31,
    
    October 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(In millions, except per share data)Income Statement Data from Continuing OperationsNet sales
    
    $
    996.7
    
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    $
    1,231.9
    
    
    $
    1,072.4Gross profit
    
    
    329.8
    
    
    
    489.3
    
    
    
    442.6
    
    
    
    406.3
    
    
    
    417.0Research and development expense
    
    
    65.3
    
    
    
    83.5
    
    
    
    69.6
    
    
    
    70.9
    
    
    
    70.3Selling and administration expense
    
    
    246.2
    
    
    
    328.9
    
    
    
    287.2
    
    
    
    269.6
    
    
    
    254.2Operating income (loss)
    
    
    (430.8
    )
    
    
    61.7
    
    
    
    78.0
    
    
    
    45.2
    
    
    
    82.9Income (loss) before income taxes
    
    
    (468.8
    )
    
    
    (38.2
    )
    
    
    126.8
    
    
    
    55.6
    
    
    
    103.2Provision (benefit) for income taxes
    
    
    (3.1
    )
    
    
    6.2
    
    
    
    3.3
    
    
    
    (37.7
    )
    
    
    7.2Income (loss) from continuing operations
    
    
    (465.7
    )
    
    
    (44.4
    )
    
    
    123.5
    
    
    
    93.3
    
    
    
    96.0Earnings (loss) per diluted share from continuing operations
    
    
    (4.78
    )
    
    
    (0.38
    )
    
    
    1.04
    
    
    
    0.79
    
    
    
    0.80Balance Sheet DataCurrent assets
    
    
    900.2
    
    
    
    1,077.4
    
    
    
    1,008.2
    
    
    
    942.7
    
    
    
    854.8Current liabilities
    
    
    236.0
    
    
    
    278.0
    
    
    
    474.1
    
    
    
    263.9
    
    
    
    288.8Total assets
    
    
    1,343.6
    
    
    
    1,921.0
    
    
    
    1,764.8
    
    
    
    1,611.4
    
    
    
    1,537.2Long-term notes payable
    
    
    651.0
    
    
    
    650.7
    
    
    
    200.6
    
    
    
    400.0
    
    
    
    400.0Total long-term obligations
    
    
    751.4
    
    
    
    728.8
    
    
    
    283.1
    
    
    
    474.0
    
    
    
    474.5Shareowners investment
    
    
    356.2
    
    
    
    914.2
    
    
    
    1,007.6
    
    
    
    873.5
    
    
    
    773.9
 
 Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
    
    Our Connectivitybusiness segment designs, manufactures and sells products that generally
provide the physical interconnections between network components or access points into
networks. These products are used in fiber-optic, copper (twisted pair), coaxial, wireless
and broadband communications networks. This operating segments net sales in fiscal 2009
were $787.1 million, representing 79.0% of our total net sales. Our acquisition of Century
Man in fiscal 2008 was integrated into this segment.
 
    
    Our Network Solutionsbusiness segment designs, manufactures, sells, installs and
services products that help improve the coverage and capacity of wireless networks in
buildings and remote areas where these networks may not work properly. This operating
segments net sales in fiscal 2009 were $73.3 million, representing 7.3% of our total net
sales. Our acquisition of LGC in fiscal 2008 was integrated into this segment.
 
    
    Our Professional Servicesbusiness segment plans and deploys communications networks
through the provisioning of integration services for our customers. We also sell many of our
products to customers who utilize our professional services. This operating segments net
sales in fiscal 2009 were $136.3 million, representing 13.7% of our total net sales.
 27




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##### Table of Contents




    
    Net Sales were approximately $1.0 Billion:Our net sales were approximately $1.0 billion
in fiscal 2009, down 31.6% compared to net sales of approximately $1.5 billion in fiscal
2008. Net sales decreased 31.7% in our Connectivity business segment, 40.4% in our Network
Solutions business segment and 24.9% in our Professional Services business segment.
 
    
    Gross Margins were 33.1% :Despite substantially lower net sales, gross margins were
33.1% for fiscal 2009 compared to 33.6% for fiscal 2008.
 
    
    Operating Loss of $430.8 Million:We incurred an operating loss of $430.8 million in
fiscal 2009, compared to operating income of $61.7 million in fiscal 2008. Operating margin
was (43.2)% of net sales in fiscal 2009, compared to 4.2% of net sales in fiscal 2008. The
loss from continuing operations in fiscal 2009 was primarily due to impairment charges of
$413.9 million related to goodwill and other long-lived assets.
 
    
    Loss from Continuing Operations of $465.7 Million, or $4.78 per Share:We incurred a
loss from continuing operations of $465.7 million, or $4.78 per diluted common share, in
fiscal 2009, compared to a loss from continuing operations of $44.4 million, or $0.38 per
diluted common share, in fiscal 2008. The loss from continuing operations in fiscal 2009 was
primarily due to impairment charges of $413.9 million related to goodwill and other
long-lived assets.
 
    
    Operating Cash Flow of $86.0 Million:We generated operating cash flow from continuing
operations of $86.0 million in fiscal 2009, compared to $173.9 million in fiscal 2008.
 
    
    Cash and Cash Equivalents of $535.5 Million:As of September 30, 2009 our cash and cash
equivalents totaled $535.5 million, which represented a decrease of $95.9 million compared
to $631.4 million as of October 31, 2008. The decrease in our cash and cash equivalents was
primarily driven by the $94.1 million repurchase of our common stock in the first quarter of
fiscal 2009.
  Accomplishments
 
    
    We maintained our gross margins near fiscal 2008 levels despite significantly lower
revenues, increased pricing pressure, and a changing mix of products and services during
fiscal 2009. We accomplished this through our continued implementation of initiatives to
reduce operating expenses while working to better align our business with changing
macro-economic and market conditions.
 
    
    During fiscal 2009, we introduced several new products that we believe will help us to
address our strategic focus areas of fiber-based and wireless-based networks. These products
include newly released OmniReach® FTTN Solutions, our OmniReach® Rapid Fiber System,
FlexWave Prism,and our ClearGain® Ground-Mounted Amplifiers.
 
    
    We saw significant revenue growth in the China market despite the global recession.
During our 11-month fiscal 2009, our revenues in China increased 74.7% as compared to fiscal
2008. While this success is mainly attributable to certain Chinese government sponsored
economic stimulus efforts, it highlights our ability to compete in the Chinese market.
 
    
    We ended fiscal 2009 with $535.5 million in cash and generated operating cash flow from
continuing operations of $86.0 million. Our cash position remained strong despite a very
difficult business environment.
 Challenges
 
    
    The downturn in global macro-economic conditions began to impact our business in late
fiscal 2008 and is ongoing. While the severity of the downturn, its length, and its impact
on our customers, vendors, and competitors cannot be predicted, our management team
continues to monitor the business and market environment very closely.
 28




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##### Table of Contents




    
    The rapid technological changes within our industry will continue to challenge us going
forward. Developing new technologies and bringing them to market in an expeditious manner
will be critical to our future growth. We intend to continue an ongoing program of new
product development that combines internal development efforts with acquisitions and
strategic alliances within spaces closely adjacent to our core businesses.
 
    
    Our ongoing initiatives to streamline our global operations and reduce our costs are designed
to improve our financial results without compromising our operational performance. During the
past year, we announced initiatives intended to better align our business with macro-economic
and market conditions and enable us to meet the needs of our global customer base more
efficiently and effectively. Among other items, these initiatives included reductions in
force that impacted all regions of the world where we operate as well as each of our business
units, our sales and marketing staff and our general administrative and support
functions. They also included consolidating certain activities into fewer locations around
the world, many of these in low cost locations, and in some locations transitioning certain
activities to third party providers. The planning and implementation of these significant
changes to our workforce and operations, which are planned to continue through fiscal 2010,
require significant time and attention by many of our employees, including our management
personnel.
  
    
    We will continue our internal initiatives to increase our operational efficiency, improve
our financial performance and achieve our goal of becoming a cost leader within the
industry.
 
    
    We will continue to seek business growth in product areas and geographies we consider to
be of high strategic importance. These product areas include fiber for central offices, FTTX
products and wireless coverage and capacity solutions. The geographies include developing
markets like China and India where we expect spending by our customers to increase most
significantly in the long-term.
 
    
    We will continue to focus our sales and marketing activities on selling more of our
current portfolio and new products to existing customers and introducing our products to new
customers. In addition, we are looking for ways to better leverage our use of indirect sales
channels.
 
    
    We will continue to focus on offering our customers price competitive solutions with high
functionality and quality as well as world-class customer support.
 29




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Results of Operations
  PercentageIncrease (Decrease)Between Periods2009
    
    
    2008
    
    
    2007
    
    
    2009 vs. 2008
    
    
    2008 vs. 2007(In millions)Net sales
    
    $
    996.7
    
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    
    (31.6
    )%
    
    
    14.1
    %Cost of sales
    
    
    666.9
    
    
    
    967.1
    
    
    
    834.1
    
    
    
    (31.0
    )
    
    
    15.9Gross profit
    
    
    329.8
    
    
    
    489.3
    
    
    
    442.6
    
    
    
    (32.6
    )
    
    
    10.6Gross margin
    
    
    33.1
    %
    
    
    33.6
    %
    
    
    34.7
    %Operating expenses:Research and development
    
    
    65.3
    
    
    
    83.5
    
    
    
    69.6
    
    
    
    (21.8
    )
    
    
    20.0Selling and administration
    
    
    246.2
    
    
    
    328.9
    
    
    
    287.2
    
    
    
    (25.1
    )
    
    
    14.5Impairment charges
    
    
    414.9
    
    
    
    4.1
    
    
    
    2.3
    
    
    
    
    
    
    
    78.3Restructuring charges
    
    
    34.2
    
    
    
    11.1
    
    
    
    5.5
    
    
    
    208.1
    
    
    
    101.8Total operating expenses
    
    
    760.6
    
    
    
    427.6
    
    
    
    364.6
    
    
    
    77.9
    
    
    
    17.3Operating income (loss)
    
    
    (430.8
    )
    
    
    61.7
    
    
    
    78.0
    
    
    
    (798.2
    )
    
    
    (20.9
    )Operating margin
    
    
    (43.2
    )%
    
    
    4.2
    %
    
    
    6.1
    %Other income (expense), net:Interest income (expense), net
    
    
    (17.4
    )
    
    
    2.8
    
    
    
    17.0
    
    
    
    (721.4
    )
    
    
    (83.5
    )Other, net
    
    
    (20.6
    )
    
    
    (102.7
    )
    
    
    31.8
    
    
    
    79.9
    
    
    
    (423.0
    )Income (loss) before income taxes
    
    
    (468.8
    )
    
    
    (38.2
    )
    
    
    126.8
    
    
    
    
    
    
    
    (130.1
    )Provision (benefit) for income taxes
    
    
    (3.1
    )
    
    
    6.2
    
    
    
    3.3
    
    
    
    (150.0
    )
    
    
    87.9Income (loss) from continuing operations
    
    $
    (465.7
    )
    
    $
    (44.4
    )
    
    $
    123.5
    
    
    
    (948.9
    )%
    
    
    (136.0
    )%
  PercentageIncrease (Decrease)Net Sales
    
    
    Between PeriodsReportable Segment
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009 vs. 2008
    
    
    2008 vs. 2007(In millions)Connectivity
    
    $
    787.1
    
    
    $
    1,151.8
    
    
    $
    1,071.8
    
    
    
    (31.7
    )%
    
    
    7.5
    %Network SolutionsProduct
    
    
    56.6
    
    
    
    98.8
    
    
    
    40.8
    
    
    
    (42.7
    )
    
    
    142.2Service
    
    
    16.7
    
    
    
    24.2
    
    
    
    
    
    
    
    (31.0
    )
    
    
    100.0Total Network Solutions
    
    
    73.3
    
    
    
    123.0
    
    
    
    40.8
    
    
    
    (40.4
    )
    
    
    201.5Professional ServicesProduct
    
    
    35.7
    
    
    
    49.1
    
    
    
    57.6
    
    
    
    (27.3
    )
    
    
    (14.8
    )Service
    
    
    100.6
    
    
    
    132.5
    
    
    
    106.5
    
    
    
    (24.1
    )
    
    
    24.4Total Professional Services
    
    
    136.3
    
    
    
    181.6
    
    
    
    164.1
    
    
    
    (24.9
    )
    
    
    10.7Total Net Sales
    
    $
    996.7
    
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    
    (31.6
    )%
    
    
    14.1
    %
 Net Sales
 Fiscal 2009 vs. Fiscal 2008
  30




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Fiscal 2008 vs. Fiscal 2007
     Gross Profit
 Fiscal 2009 vs. Fiscal 2008
    31




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##### Table of Contents



Fiscal 2008 vs. Fiscal 2007
  Operating Expenses
 Fiscal 2009 vs. Fiscal 2008
  Research and development:
 Selling and administration:
 Restructuring charges:
  Impairments:
 32




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Fiscal 2008 vs. Fiscal 2007
  Research and development:
 Selling and administration:
 Restructuring and impairment charges:
   33




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##### Table of Contents



Other Income (Expense), Net
  2009
    
    
    2008
    
    
    2007(In millions)Interest income on investments
    
    $
    8.4
    
    
    $
    31.0
    
    
    $
    33.3Interest expense on borrowings
    
    
    (25.8
    )
    
    
    (28.2
    )
    
    
    (16.3
    )Interest income (expense), net
    
    
    (17.4
    )
    
    
    2.8
    
    
    
    17.0Foreign exchange income (loss)
    
    
    (1.0
    )
    
    
    (1.8
    )
    
    
    5.9Gain on investments
    
    
    
    
    
    
    
    
    
    
    57.5Write-down of available-for-sale securities
    
    
    (18.4
    )
    
    
    (100.6
    )
    
    
    (29.4
    )Write-down of cost method investment
    
    
    (3.0
    )
    
    
    
    
    
    
    Gain (loss) on sale of fixed assets
    
    
    0.9
    
    
    
    (0.5
    )
    
    
    (0.7
    )Other
    
    
    0.9
    
    
    
    0.2
    
    
    
    (1.5
    )Subtotal
    
    
    (20.6
    )
    
    
    (102.7
    )
    
    
    31.8Total other income (expense), net
    
    $
    (38.0
    )
    
    $
    (99.9
    )
    
    $
    48.8
    Acquisitions
 LGC
   Century Man
  34




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Discontinued Operations
 APS Germany
  APS France
  Share-Based Compensation
  Income Taxes
     35




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##### Table of Contents



Income (Loss) from Continuing Operations
   Segment Disclosures
  For the Years EndedOctober 31,2009
    
    2008
    
    2007(In millions)ConnectivityOperating income
    
    $
    50.9
    
    
    $
    117.2
    
    
    $
    105.9Depreciation and amortization
    
    
    57.3
    
    
    
    64.6
    
    
    
    60.8Network SolutionsOperating loss
    
    $
    (36.6
    )
    
    $
    (41.1
    )
    
    $
    (15.8
    )Depreciation and amortization
    
    
    5.7
    
    
    
    14.2
    
    
    
    3.4Professional ServicesOperating income
    
    $
    4.0
    
    
    $
    0.8
    
    
    $
    5.7Depreciation and amortization
    
    
    3.4
    
    
    
    3.5
    
    
    
    3.8
 Fiscal 2009 vs. Fiscal 2008
   Fiscal 2008 vs. Fiscal 2007
   36




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Liquidity and Capital Resources
 Liquidity
      Operating Activities
    Investing Activities
  37




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##### Table of Contents



Financing Activities
  Outstanding Debt and Credit Facility
  September 30,
    
    
    Conversion2009
    
    
    Price(In millions)Convertible subordinated notes, six-month LIBOR plus 0.375%, due June 15, 2013
    
    $
    200.0
    
    
    $
    28.091Convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    27.00Convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    28.55Total convertible subordinated notes
    
    $
    650.0
   Credit Facility
   38




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##### Table of Contents



Share Repurchase
  Working Capital and Liquidity Outlook
     th
 39




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##### Table of Contents



Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess
    
    
    
    
    
    
    
    
    
    
    MoreThan
    
    
    1-3
    
    
    3-5
    
    
    ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-Term Debt Obligations(1)
    
    $
    806.4
    
    
    $
    25.0
    
    
    $
    49.7
    
    
    $
    249.7
    
    
    $
    482.0Capital Lease Obligations
    
    
    0.3
    
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    79.0
    
    
    
    18.2
    
    
    
    25.3
    
    
    
    17.5
    
    
    
    18.0Purchase Obligations(2)
    
    
    13.9
    
    
    
    8.1
    
    
    
    5.8
    
    
    
    
    
    
    
    Other Long-Term Liabilities
    
    
    6.7
    
    
    
    3.3
    
    
    
    2.1
    
    
    
    1.3
    
    
    
    Pension Obligations
    
    
    67.9
    
    
    
    4.1
    
    
    
    8.3
    
    
    
    8.5
    
    
    
    47.0Total
    
    $
    974.2
    
    
    $
    59.0
    
    
    $
    91.2
    
    
    $
    277.0
    
    
    $
    547.0
 
 (1)
    
    Includes interest on our $450.0 million of fixed rate debt of 3.5% and
interest on our $200.0 million of variable rate debt of 4.375%.(2)
    
    Amounts represent non-cancelable commitments to purchase goods and
services, including items such as inventory and information technology
support. Application of Critical Accounting Policies and Estimates
  Revenue Recognition:
    40




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##### Table of Contents



Revenue Recognition (Topic 605) Multiple-Deliverable Revenue
Arrangements, a consensus of the FASB Emerging Issues Task Force
 Software (Topic 985) Certain
Revenue Arrangements That Include Software Elements, a consensus of the FASB Emerging Issues Task
Force Software Multiple-Deliverable Revenue Arrangements
 Reserves for Sales Returns, Discounts, Allowances, Rebates and Distributor Price Protection
Programs:
 Available-for-Sale Securities:
    41




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##### Table of Contents



Restructuring Accrual:
 Inventories:
 Impairment of Goodwill and Long-Lived Assets:
    Income Taxes and Deferred Taxes:
 42




---



##### Table of Contents



Share-Based Compensation:
 Recently Issued Accounting Pronouncements
 Recently Adopted Accounting Pronouncements
    43




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##### Table of Contents



New Pronouncements Issued But Not Yet Adopted
  Cautionary Statement Regarding Forward Looking Information
  44




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##### Table of Contents



Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      45




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##### Table of Contents



46




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##### Table of Contents



Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
    Accounting for Uncertainty
in Income Taxes  an Interpretation of FASB Statement No. 109 Income Taxes
   
 47




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Operations
 For the 11 Months Ended
    
    
    For the Years EndedSeptember 30,
    
    
    September 26,
    
    
    October 31,
    
    
    October 31,2009
    
    
    2008
    
    
    2008
    
    
    2007(Unauditedproforma)(In millions, except earnings per share)Net Sales:Products
    
    $
    879.4
    
    
    $
    1,168.6
    
    
    $
    1,299.7
    
    
    $
    1,170.2Services
    
    
    117.3
    
    
    
    136.9
    
    
    
    156.7
    
    
    
    106.5Total net sales
    
    
    996.7
    
    
    
    1,305.5
    
    
    
    1,456.4
    
    
    
    1,276.7Cost of Sales:Products
    
    
    572.2
    
    
    
    733.6
    
    
    
    836.0
    
    
    
    744.1Services
    
    
    94.7
    
    
    
    117.1
    
    
    
    131.1
    
    
    
    90.0Total cost of sales
    
    
    666.9
    
    
    
    850.7
    
    
    
    967.1
    
    
    
    834.1Gross Profit
    
    
    329.8
    
    
    
    454.8
    
    
    
    489.3
    
    
    
    442.6Operating Expenses:Research and development
    
    
    65.3
    
    
    
    76.9
    
    
    
    83.5
    
    
    
    69.6Selling and administration
    
    
    246.2
    
    
    
    304.6
    
    
    
    328.9
    
    
    
    287.2Impairment charges
    
    
    414.9
    
    
    
    
    
    
    
    4.1
    
    
    
    2.3Restructuring charges
    
    
    34.2
    
    
    
    2.7
    
    
    
    11.1
    
    
    
    5.5Total operating expenses
    
    
    760.6
    
    
    
    384.2
    
    
    
    427.6
    
    
    
    364.6Operating Income (Loss)
    
    
    (430.8
    )
    
    
    70.6
    
    
    
    61.7
    
    
    
    78.0Other Income (Expense), Net
    
    
    (38.0
    )
    
    
    (73.8
    )
    
    
    (99.9
    )
    
    
    48.8Income (Loss) Before Income Taxes
    
    
    (468.8
    )
    
    
    (3.2
    )
    
    
    (38.2
    )
    
    
    126.8Provision (Benefit) For Income Taxes
    
    
    (3.1
    )
    
    
    10.6
    
    
    
    6.2
    
    
    
    3.3Income (Loss) From Continuing Operations
    
    
    (465.7
    )
    
    
    (13.8
    )
    
    
    (44.4
    )
    
    
    123.5Discontinued Operations, Net of Tax:Income (loss) from discontinued operations
    
    
    (3.4
    )
    
    
    3.8
    
    
    
    2.5
    
    
    
    (12.4
    )Loss on sale or write-down of discontinued operations, net
    
    
    (5.2
    )
    
    
    
    
    
    
    
    
    
    
    (4.8
    )Total discontinued operations, net of tax
    
    
    (8.6
    )
    
    
    3.8
    
    
    
    2.5
    
    
    
    (17.2
    )Net Income (Loss)
    
    $
    (474.3
    )
    
    $
    (10.0
    )
    
    $
    (41.9
    )
    
    $
    106.3Weighted Average Common Shares Outstanding (Basic)
    
    
    97.4
    
    
    
    117.6
    
    
    
    117.1
    
    
    
    117.4Weighted Average Common Shares Outstanding (Diluted)
    
    
    97.4
    
    
    
    117.6
    
    
    
    117.1
    
    
    
    131.9Basic Income (Loss) Per Share:Continuing operations
    
    $
    (4.78
    )
    
    $
    (0.12
    )
    
    $
    (0.38
    )
    
    $
    1.05Discontinued operations
    
    $
    (0.09
    )
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    (0.14
    )Net income (loss)
    
    $
    (4.87
    )
    
    $
    (0.09
    )
    
    $
    (0.36
    )
    
    $
    0.91Diluted Income (Loss) Per Share:Continuing operations
    
    $
    (4.78
    )
    
    $
    (0.12
    )
    
    $
    (0.38
    )
    
    $
    1.04Discontinued operations
    
    $
    (0.09
    )
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    (0.13
    )Net income (loss)
    
    $
    (4.87
    )
    
    $
    (0.09
    )
    
    $
    (0.36
    )
    
    $
    0.91
  48




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Balance Sheets
 September 30,
    
    
    October 31,2009
    
    
    2008(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    535.5
    
    
    $
    631.4Accounts receivable, net of reserves of $14.0 and $17.3
    
    
    182.8
    
    
    
    215.4Unbilled revenues
    
    
    17.5
    
    
    
    25.2Inventories, net of reserves of $42.0 and $50.7
    
    
    131.1
    
    
    
    162.7Prepaid and other current assets
    
    
    33.3
    
    
    
    34.7Assets of discontinued operations
    
    
    
    
    
    
    8.0Total current assets
    
    
    900.2
    
    
    
    1,077.4Property and equipment, net of accumulated depreciation of $410.7 and $407.7
    
    
    163.4
    
    
    
    177.1Restricted cash
    
    
    25.0
    
    
    
    15.3Goodwill
    
    
    
    
    
    
    359.3Intangibles, net of accumulated amortization of $144.4 and $126.3
    
    
    93.3
    
    
    
    161.1Long-term available-for-sale securities
    
    
    75.4
    
    
    
    40.4Other assets
    
    
    86.3
    
    
    
    89.2Long-term assets of discontinued operations
    
    
    
    
    
    
    1.2Total assets
    
    $
    1,343.6
    
    
    $
    1,921.0LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term notes payable
    
    $
    0.6
    
    
    $
    2.6Accounts payable
    
    
    83.0
    
    
    
    99.1Accrued compensation and benefits
    
    
    57.8
    
    
    
    78.1Other accrued liabilities
    
    
    65.2
    
    
    
    71.0Income taxes payable
    
    
    5.9
    
    
    
    2.4Restructuring accrual
    
    
    22.5
    
    
    
    16.7Liabilities of discontinued operations
    
    
    1.0
    
    
    
    8.1Total current liabilities
    
    
    236.0
    
    
    
    278.0Pension obligations and other long-term liabilities
    
    
    100.4
    
    
    
    78.1Long-term notes payable
    
    
    651.0
    
    
    
    650.7Total liabilities
    
    
    987.4
    
    
    
    1,006.8Shareowners 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 96.6
and 111.3 shares
    
    
    23.6
    
    
    
    23.5Paid-in capital
    
    
    1,311.9
    
    
    
    1,396.3Accumulated deficit
    
    
    (965.9
    )
    
    
    (491.5
    )Accumulated other comprehensive income (loss)
    
    
    (13.4
    )
    
    
    (14.1
    )Total shareowners investment
    
    
    356.2
    
    
    
    914.2Total liabilities and shareowners investment
    
    $
    1,343.6
    
    
    $
    1,921.0
  49




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Shareowners Investment
 AccumulatedOtherCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    TotalBalance, 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 new accounting guidance related to
employee benefit plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Exercise of common stock options and restricted
stock releases
    
    
    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
    
    
    
    1,007.6Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41.9
    )
    
    
    
    
    
    
    (41.9
    )Other comprehensive income, net of tax:Translation loss, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21.9
    )
    
    
    (21.9
    )Pension obligation adjustment, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.2
    
    
    
    7.2Unrealized gain on securities, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    0.5Unrealized gain on foreign currency hedge, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Net change in fair value of interest rate swap,
net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    (2.8
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58.7
    )LGC options exchanged for ADC options
    
    
    
    
    
    
    
    
    
    
    3.0
    
    
    
    
    
    
    
    
    
    
    
    3.0Adoption of new accounting guidance related to
uncertain tax positions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    1.4Exercise of common stock options and restricted
stock releases
    
    
    0.1
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    0.2Treasury stock purchase
    
    
    (6.4
    )
    
    
    
    
    
    
    (56.5
    )
    
    
    
    
    
    
    
    
    
    
    (56.5
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    17.2
    
    
    
    
    
    
    
    
    
    
    
    17.2Other
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    
    
    
    
    Balance, October 31, 2008
    
    
    111.3
    
    
    
    23.5
    
    
    
    1,396.3
    
    
    
    (491.5
    )
    
    
    (14.1
    )
    
    
    914.2Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474.3
    )
    
    
    
    
    
    
    (474.3
    )Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.1
    
    
    
    12.1Pension obligation adjustment, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5.0
    )
    
    
    (5.0
    )Unrealized gain on auction-rate securities, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    2.3Unrealized gain on other available-for-sale
securities, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    0.5Unrealized gain on foreign currency hedge, net of
taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Net change in fair value of interest rate swap,
net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.4
    )
    
    
    (9.4
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (473.6
    )Exercise of common stock options and restricted
stock releases
    
    
    0.2
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    
    
    
    
    (0.5
    )Treasury stock purchase
    
    
    (14.9
    )
    
    
    
    
    
    
    (94.1
    )
    
    
    
    
    
    
    
    
    
    
    (94.1
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    10.3
    
    
    
    
    
    
    
    
    
    
    
    10.3Other
    
    
    
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Balance, September 30, 2009
    
    
    96.6
    
    
    $
    23.6
    
    
    $
    1,311.9
    
    
    $
    (965.9
    )
    
    $
    (13.4
    )
    
    $
    356.2
  50




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Cash Flows
 For the 11 Months Ended
    
    
    For the Years EndedSeptember 30,
    
    
    September 26,
    
    
    October 31,
    
    
    October 31,2009
    
    
    2008
    
    
    2008
    
    
    2007(Unauditedproforma)(In millions)Operating Activities:Income (loss) from continuing operations
    
    $
    (465.7
    )
    
    $
    (13.8
    )
    
    $
    (44.4
    )
    
    $
    123.5Adjustments to reconcile income (loss) from continuing operations to
net cash provided by operating activities from continuing operations:Inventory write-offs
    
    
    15.4
    
    
    
    9.4
    
    
    
    25.2
    
    
    
    21.1Fixed asset impairments
    
    
    1.0
    
    
    
    
    
    
    
    4.1
    
    
    
    2.3Goodwill impairment
    
    
    366.6
    
    
    
    
    
    
    
    
    
    
    
    Intangibles impairment
    
    
    47.3
    
    
    
    
    
    
    
    
    
    
    
    Write-down of investments
    
    
    18.4
    
    
    
    74.2
    
    
    
    100.6
    
    
    
    29.4Depreciation and amortization
    
    
    66.4
    
    
    
    74.8
    
    
    
    82.3
    
    
    
    68.0Restructuring expenses
    
    
    34.2
    
    
    
    2.7
    
    
    
    11.1
    
    
    
    5.5Change in bad debt reserves
    
    
    2.2
    
    
    
    0.6
    
    
    
    0.7
    
    
    
    (2.0
    )Non-cash stock compensation
    
    
    10.6
    
    
    
    15.1
    
    
    
    17.2
    
    
    
    10.5Change in deferred income taxes
    
    
    (5.8
    )
    
    
    2.0
    
    
    
    1.5
    
    
    
    (6.2
    )Amortization of deferred financing costs
    
    
    2.8
    
    
    
    2.2
    
    
    
    2.4
    
    
    
    1.5Gain on sale of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57.5
    )(Gain)/loss on sale of property and equipment
    
    
    (0.9
    )
    
    
    0.3
    
    
    
    0.5
    
    
    
    0.7Other, net
    
    
    (0.2
    )
    
    
    (2.2
    )
    
    
    10.8
    
    
    
    (5.3
    )Changes in operating assets and liabilities, net of acquisitions and
divestitures:Accounts receivable and unbilled revenues (increase)/decrease
    
    
    41.5
    
    
    
    12.5
    
    
    
    2.8
    
    
    
    (15.0
    )Inventories (increase)/decrease
    
    
    20.2
    
    
    
    (12.3
    )
    
    
    (7.7
    )
    
    
    (19.5
    )Prepaid and other assets (increase)/decrease
    
    
    1.1
    
    
    
    0.2
    
    
    
    (1.9
    )
    
    
    (1.0
    )Accounts payable increase/(decrease)
    
    
    (17.8
    )
    
    
    (25.3
    )
    
    
    (12.7
    )
    
    
    1.0Accrued liabilities decrease
    
    
    (46.3
    )
    
    
    (8.4
    )
    
    
    (25.8
    )
    
    
    (0.3
    )Pension liabilities increase/(decrease)
    
    
    (5.0
    )
    
    
    
    
    
    
    7.2
    
    
    
    5.1Total cash provided by operating activities from continuing operations
    
    
    86.0
    
    
    
    132.0
    
    
    
    173.9
    
    
    
    161.8Total cash provided by (used for) operating activities from
discontinued operations
    
    
    (6.1
    )
    
    
    (0.9
    )
    
    
    1.7
    
    
    
    (20.0
    )Total cash provided by operating activities
    
    
    79.9
    
    
    
    131.1
    
    
    
    175.6
    
    
    
    141.8Investing Activities:Acquisitions, net of cash acquired
    
    
    (3.5
    )
    
    
    (199.4
    )
    
    
    (198.3
    )
    
    
    (1.6
    )Purchase of interest in unconsolidated affiliates
    
    
    (1.3
    )
    
    
    (5.2
    )
    
    
    (5.2
    )
    
    
    (8.1
    )Divestitures, net of cash disposed
    
    
    3.3
    
    
    
    
    
    
    
    
    
    
    
    0.6Property, equipment and patent additions
    
    
    (32.0
    )
    
    
    (37.1
    )
    
    
    (42.4
    )
    
    
    (30.4
    )Proceeds from disposal of property and equipment
    
    
    5.3
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    1.2Proceeds from sales of investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59.8Warrant exercise
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.8
    )Decrease/(increase) in restricted cash
    
    
    (9.1
    )
    
    
    (0.7
    )
    
    
    (3.0
    )
    
    
    1.9Purchase of available-for-sale securities
    
    
    (51.4
    )
    
    
    (16.5
    )
    
    
    (4.6
    )
    
    
    (1,002.1
    )Sale of available-for-sale securities
    
    
    0.2
    
    
    
    39.7
    
    
    
    39.7
    
    
    
    1,203.4Other
    
    
    0.6
    
    
    
    0.1
    
    
    
    
    
    
    
    Total cash provided by (used for) investing activities from
continuing operations
    
    
    (87.9
    )
    
    
    (218.8
    )
    
    
    (213.5
    )
    
    
    222.9Total cash used for investing activities from discontinued operations
    
    
    (2.3
    )
    
    
    (0.4
    )
    
    
    (0.4
    )
    
    
    (1.0
    )Total cash provided by (used for) investing activities
    
    
    (90.2
    )
    
    
    (219.2
    )
    
    
    (213.9
    )
    
    
    221.9Financing Activities:Debt issuance
    
    
    
    
    
    
    450.0
    
    
    
    451.6
    
    
    
    Payments of financing costs
    
    
    
    
    
    
    (10.7
    )
    
    
    (10.7
    )
    
    
    Debt payments
    
    
    (2.7
    )
    
    
    (218.9
    )
    
    
    (221.1
    )
    
    
    Treasury stock purchase
    
    
    (94.1
    )
    
    
    (49.5
    )
    
    
    (56.5
    )
    
    
    
 51




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##### Table of Contents



For the 11 Months Ended
    
    
    For the Years EndedSeptember 30,
    
    
    September 26,
    
    
    October 31,
    
    
    October 31,2009
    
    
    2008
    
    
    2008
    
    
    2007(Unauditedproforma)(In millions)Common stock issued
    
    
    
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    4.8Total cash provided by (used for) financing activities
    
    
    (96.8
    )
    
    
    171.4
    
    
    
    163.8
    
    
    
    4.8Effect of Exchange Rate Changes on Cash
    
    
    11.2
    
    
    
    (1.6
    )
    
    
    (14.3
    )
    
    
    9.5Increase/(Decrease) in Cash and Cash Equivalents
    
    
    (95.9
    )
    
    
    81.7
    
    
    
    111.2
    
    
    
    378.0Cash and Cash Equivalents, Beginning of Period
    
    
    631.4
    
    
    
    520.2
    
    
    
    520.2
    
    
    
    142.2Cash and Cash Equivalents, End of Period
    
    $
    535.5
    
    
    $
    601.9
    
    
    $
    631.4
    
    
    $
    520.2
  52




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements
 Note 1: Summary of Significant Accounting Policies
 Business:
   Principles of Consolidation:
 Basis of Presentation:
 Fiscal Year:
   Cash and Cash Equivalents:
 Restricted Cash:
 Available-for-Sale Securities:
 53




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##### Table of Contents



Inventories:
 Property and Equipment:
 Investments in Cost Method Investees:
 Goodwill and Other Intangible Assets:
 Impairment of Goodwill and Long-Lived Assets:
 54




---



##### Table of Contents



Research and Development Costs:
 Revenue Recognition:
   Revenue Recognition (Topic 605) Multiple-Deliverable
Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force
 55




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##### Table of Contents



Software (Topic 985) Certain
Revenue Arrangements That Include Software Elements, a consensus of the FASB Emerging Issues Task
Force Software Multiple-Deliverable Revenue Arrangements
 Reserves for Sales Returns, Discounts, Allowances, Rebates and Distributor Price Protection
Programs:
 Allowance for Uncollectible Accounts:
 Sales Taxes:
 Shipping and Handling Fees:
 Derivatives:
 Warranty:
  Balance at
    
    
    
    
    
    Charged toBeginning
    
    
    
    
    
    Costs and
    
    
    
    
    
    Balance atof Year
    
    Acquisitions
    
    Expenses
    
    Deductions
    
    End of Year(In millions)2009
    
    $
    8.9
    
    
    $
    (0.6
    )
    
    $
    (0.1
    )
    
    $
    1.9
    
    
    $
    6.32008
    
    
    7.7
    
    
    
    1.9
    
    
    
    1.1
    
    
    
    1.8
    
    
    
    8.92007
    
    
    9.0
    
    
    
    
    
    
    
    1.1
    
    
    
    2.4
    
    
    
    7.7
 56




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##### Table of Contents



Deferred Financing Costs:
 Income Taxes and Deferred Taxes:
 Foreign Currency Translation:
    Use of Estimates:
 Comprehensive Income (Loss):
 Share-Based Compensation:
 57




---



##### Table of Contents



Dividends:
 Off-Balance Sheet Arrangements:
 Recently Adopted Accounting Pronouncements
       58




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##### Table of Contents



New Pronouncements Issued But Not Yet Adopted
  Note 2: Other Financial Statement Data
 Other Income (Expense), Net:
 2009
    
    
    2008
    
    
    2007(In millions)Interest income on investments
    
    $
    8.4
    
    
    $
    31.0
    
    
    $
    33.3Interest expense on borrowings
    
    
    (25.8
    )
    
    
    (28.2
    )
    
    
    (16.3
    )Interest income (expense), net
    
    
    (17.4
    )
    
    
    2.8
    
    
    
    17.0Foreign exchange income (loss)
    
    
    (1.0
    )
    
    
    (1.8
    )
    
    
    5.9Gain on investments
    
    
    
    
    
    
    
    
    
    
    57.5Write-down of available-for-sale securities
    
    
    (18.4
    )
    
    
    (100.6
    )
    
    
    (29.4
    )Write-down of cost method investment
    
    
    (3.0
    )
    
    
    
    
    
    
    Gain (loss) on sale of fixed assets
    
    
    0.9
    
    
    
    (0.5
    )
    
    
    (0.7
    )Other
    
    
    0.9
    
    
    
    0.2
    
    
    
    (1.5
    )Subtotal
    
    
    (20.6
    )
    
    
    (102.7
    )
    
    
    31.8Total other income (expense), net
    
    $
    (38.0
    )
    
    $
    (99.9
    )
    
    $
    48.8
   59




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##### Table of Contents



Supplemental Cash Flow Information:
 2009
    
    2008
    
    2007(In millions)Income taxes paid, net of refunds received
    
    $
    4.5
    
    
    $
    3.5
    
    
    $
    12.9Interest paid
    
    $
    29.1
    
    
    $
    26.3
    
    
    $
    17.3
 Supplemental Schedule of Investing Activities:
 2009
    
    
    2008
    
    
    2007(In millions)Acquisitions:Fair value of assets acquired
    
    $
    (1.8
    )
    
    $
    (279.0
    )
    
    $
    (6.9
    )Less: Liabilities assumed
    
    
    (1.7
    )
    
    
    71.9
    
    
    
    5.3LGC options exchanged for ADC options
    
    
    
    
    
    
    3.0
    
    
    
    Cash acquired
    
    
    
    
    
    
    5.8
    
    
    
    Acquisitions, net of cash acquired
    
    $
    (3.5
    )
    
    $
    (198.3
    )
    
    $
    (1.6
    )Divestitures:Proceeds from divestitures
    
    $
    3.3
    
    
    $
    
    
    
    $
    0.6Cash disposed
    
    
    
    
    
    
    
    
    
    
    Divestitures, net of cash disposed
    
    $
    3.3
    
    
    $
    
    
    
    $
    0.6
 Consolidated Balance Sheet Information:
 2009
    
    
    2008(In millions)Inventories:Manufactured products
    
    $
    111.8
    
    
    $
    132.9Purchased materials
    
    
    55.4
    
    
    
    73.1Work-in-process
    
    
    5.9
    
    
    
    7.4Less: Inventory reserve
    
    
    (42.0
    )
    
    
    (50.7
    )Total inventories, net
    
    $
    131.1
    
    
    $
    162.7Property and Equipment:Land and buildings
    
    $
    135.4
    
    
    $
    134.7Machinery and equipment
    
    
    391.6
    
    
    
    404.6Furniture and fixtures
    
    
    38.0
    
    
    
    38.9Less accumulated depreciation
    
    
    (410.7
    )
    
    
    (407.7
    )Total
    
    
    154.3
    
    
    
    170.5Construction-in-process
    
    
    9.1
    
    
    
    6.6Total property and equipment, net
    
    $
    163.4
    
    
    $
    177.1Other Assets:Notes receivable, net
    
    $
    0.7
    
    
    $
    0.7Deferred financing costs
    
    
    8.9
    
    
    
    10.6Deferred tax asset
    
    
    54.4
    
    
    
    48.0Long-term receivable
    
    
    
    
    
    
    4.2Investment in cost method investees
    
    
    13.3
    
    
    
    15.1Deposits
    
    
    6.1
    
    
    
    3.6Assets held for sale
    
    
    
    
    
    
    2.9Other
    
    
    2.9
    
    
    
    4.1Total other assets
    
    $
    86.3
    
    
    $
    89.2Other Accrued Liabilities:Deferred revenue
    
    $
    3.3
    
    
    $
    6.4Warranty reserve
    
    
    6.3
    
    
    
    8.9Accrued taxes (non-income)
    
    
    10.8
    
    
    
    12.8Non-trade payables
    
    
    44.8
    
    
    
    42.9Total other accrued liabilities
    
    $
    65.2
    
    
    $
    71.0
 60




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Note 3: Acquisitions
 LGC
    Century Man
     61




---



##### Table of Contents



LGC
    
    
    Century ManDecember 3, 2007
    
    
    January 10, 2008(In millions)Current assets
    
    $
    44.9
    
    
    $
    33.1Intangible assets
    
    
    58.9
    
    
    
    13.0Goodwill
    
    
    85.4
    
    
    
    36.7Other long-term assets
    
    
    3.3
    
    
    
    0.5Total assets acquired
    
    
    192.5
    
    
    
    83.3Current liabilities
    
    
    42.9
    
    
    
    26.0Long-term liabilities
    
    
    2.5
    
    
    
    Total liabilities assumed
    
    
    45.4
    
    
    
    26.0Net assets acquired
    
    
    147.1
    
    
    
    57.3LGC options exchanged for ADC options
    
    
    3.0
    
    
    
    Less cash acquired
    
    
    0.8
    
    
    
    5.0Net cash paid
    
    $
    143.3
    
    
    $
    52.3
  2008
    
    2007(In millions, except pershare data)Net sales
    
    $
    1,480.9
    
    
    $
    1,412.3Income (loss) from continuing operations(1)
    
    $
    (41.6
    )
    
    $
    119.6Net income (loss)
    
    $
    (40.0
    )
    
    $
    102.4Income (loss) per share from continuing operations  basic
    
    $
    (0.36
    )
    
    $
    1.02Income (loss) per share from continuing operations  diluted
    
    $
    (0.36
    )
    
    $
    0.98Net income (loss) per share  basic
    
    $
    (0.34
    )
    
    $
    0.87Net income (loss) per share  diluted
    
    $
    (0.34
    )
    
    $
    0.85
 
 (1)
    
    Includes restructuring and impairment charges of $15.2 million and
$7.8 million for fiscal 2008 and 2007, respectively, for the ADC
stand-alone business.   Note 4: Discontinued Operations
  APS Germany
  62




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##### Table of Contents



APS France
   2009
    
    
    2008
    
    
    2007(In millions)Net sales
    
    $
    18.9
    
    
    $
    37.2
    
    
    $
    54.0Income (loss) from discontinued operations, net
    
    $
    (3.4
    )
    
    $
    2.5
    
    
    $
    (12.4
    )Gain (loss) on sale or write-down of discontinued operations, net
    
    
    (5.2
    )
    
    
    
    
    
    
    (4.8
    )Total from discontinued operations
    
    $
    (8.6
    )
    
    $
    2.5
    
    
    $
    (17.2
    )
 Note 5: Net Income (Loss) from Continuing Operations Per Share
  2009
    
    
    2008
    
    
    2007(In millions, except per sharedata)Numerator:Net income (loss) from continuing operations
    
    $
    (465.7
    )
    
    $
    (44.4
    )
    
    $
    123.5Interest expense for convertible notes
    
    
    
    
    
    
    
    
    
    
    13.7$
    (465.7
    )
    
    $
    (44.4
    )
    
    $
    137.2Denominator:Weighted average common shares outstanding  basic
    
    
    97.4
    
    
    
    117.1
    
    
    
    117.4Convertible bonds converted to common stock
    
    
    
    
    
    
    
    
    
    
    14.2Employee options and other
    
    
    
    
    
    
    
    
    
    
    0.3Weighted average common shares outstanding  diluted
    
    
    97.4
    
    
    
    117.1
    
    
    
    131.9Basic income (loss) per share from continuing operations
    
    $
    (4.78
    )
    
    $
    (0.38
    )
    
    $
    1.05Diluted income (loss) per share from continuing operations
    
    $
    (4.78
    )
    
    $
    (0.38
    )
    
    $
    1.04
   Convertible Shares
    
    ConversionSeptember 30, 2009
    
    October 31, 2008
    
    October 31, 2007
    
    PriceConvertible Subordinated Notes
    
    (in millions)$200 million, 1.0% fixed rate, paid June 15, 2008
    
    
    
    
    
    
    7.1
    
    
    
    7.1
    
    
    $
    28.091$200 million, 6-month LIBOR plus 0.375%, due June 15,
2013
    
    
    7.1
    
    
    
    7.1
    
    
    
    7.1
    
    
    
    28.091$225 million, 3.5% fixed rate, due July 15, 2015
    
    
    8.3
    
    
    
    8.3
    
    
    
    8.3
    
    
    
    27.000$225 million, 3.5% fixed rate, due July 15, 2017
    
    
    7.9
    
    
    
    7.9
    
    
    
    7.9
    
    
    
    28.550Total
    
    
    23.3
    
    
    
    30.4
    
    
    
    30.4
  63




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Note 6: Investments
  Other-Than-TemporaryCost
    
    
    Unrealized
    
    
    Realized
    
    
    Impairment
    
    
    FairBasis
    
    
    Gain
    
    
    Loss
    
    
    Loss
    
    
    Value(In millions)Fiscal 2009Corporate bonds
    
    $
    50.7
    
    
    $
    0.4
    
    
    $
    
    
    
    $
    
    
    
    $
    51.1Equity securities
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    Auction-rate securities
    
    
    169.8
    
    
    
    2.3
    
    
    
    
    
    
    
    (18.4
    )
    
    
    24.3
    (1)Total available-for-sale securities
    
    $
    220.6
    
    
    $
    2.8
    
    
    $
    0.1
    
    
    $
    (18.4
    )
    
    $
    75.4Fiscal 2008Equity securities
    
    $
    0.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.1Auction-rate securities
    
    
    169.8
    
    
    
    0.6
    
    
    
    
    
    
    
    (100.6
    )
    
    
    40.4
    (2)Total available-for-sale securities
    
    $
    169.9
    
    
    $
    0.6
    
    
    $
    
    
    
    $
    (100.6
    )
    
    $
    40.5
 
 (1)
    
    Net of cumulative unrealized gains of $2.9 million and other-than-temporary losses of $148.4
million(2)
    
    Net of cumulative losses of $130.0 million      64




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Note 7: Goodwill and Intangible Assets
     65




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##### Table of Contents



NetworkConnectivity
    
    
    Solutions
    
    
    Total(In millions)Balance as of October 31, 2007
    
    $
    238.4
    
    
    $
    
    
    
    $
    238.4Goodwill acquired during the year
    
    
    35.3
    
    
    
    85.3
    
    
    
    120.6Cumulative translation adjustment
    
    
    1.4
    
    
    
    
    
    
    
    1.4Other
    
    
    (1.1
    )
    
    
    
    
    
    
    (1.1
    )Balance as of October 31, 2008
    
    
    274.0
    
    
    
    85.3
    
    
    
    359.3Purchase accounting adjustments
    
    
    6.5
    
    
    
    0.1
    
    
    
    6.6Cumulative translation adjustments
    
    
    0.3
    
    
    
    
    
    
    
    0.3Other
    
    
    0.4
    
    
    
    
    
    
    
    0.4Impairment
    
    
    (281.2
    )
    
    
    (85.4
    )
    
    
    (366.6
    )Balance as of September 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
   Gross
    
    
    
    
    
    
    
    
    
    
    EstimatedCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Life Range2009
    
    Amounts
    
    
    Amortization
    
    
    Net
    
    
    (In Years)(In millions)Technology
    
    $
    57.9
    
    
    $
    47.8
    
    
    $
    10.1
    
    
    
    5-7Trade name/trademarks
    
    
    26.2
    
    
    
    8.0
    
    
    
    18.2
    
    
    
    2-20Distributor network
    
    
    10.1
    
    
    
    5.4
    
    
    
    4.7
    
    
    
    10Customer list
    
    
    50.5
    
    
    
    29.3
    
    
    
    21.2
    
    
    
    2-7Patents
    
    
    53.2
    
    
    
    24.4
    
    
    
    28.8
    
    
    
    3-7Non-compete agreements
    
    
    13.0
    
    
    
    10.6
    
    
    
    2.4
    
    
    
    2-5Other
    
    
    26.8
    
    
    
    18.9
    
    
    
    7.9
    
    
    
    1-14Total
    
    $
    237.7
    
    
    $
    144.4
    
    
    $
    93.3
    
    
    
    8
    (1)
 Gross
    
    
    
    
    
    
    
    
    
    
    EstimatedCarrying
    
    
    Accumulated
    
    
    
    
    
    
    Life Range2008
    
    Amounts
    
    
    Amortization
    
    
    Net
    
    
    (In Years)(In millions)Technology
    
    $
    100.7
    
    
    $
    45.3
    
    
    $
    55.4
    
    
    
    5-7Trade name/trademarks
    
    
    27.6
    
    
    
    7.5
    
    
    
    20.1
    
    
    
    2-20Distributor network
    
    
    10.1
    
    
    
    4.5
    
    
    
    5.6
    
    
    
    10Customer list
    
    
    63.8
    
    
    
    24.7
    
    
    
    39.1
    
    
    
    2-7Patents
    
    
    44.1
    
    
    
    18.5
    
    
    
    25.6
    
    
    
    3-7Non-compete agreements
    
    
    13.0
    
    
    
    8.4
    
    
    
    4.6
    
    
    
    2-5Other
    
    
    28.1
    
    
    
    17.4
    
    
    
    10.7
    
    
    
    1-14Total
    
    $
    287.4
    
    
    $
    126.3
    
    
    $
    161.1
    
    
    
    7
    (1)
 
 (1)
    
    Weighted average life. 66




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##### Table of Contents



(In millions)2010
    
    $
    25.52011
    
    
    17.62012
    
    
    15.22013
    
    
    9.72014
    
    
    6.6Thereafter
    
    
    18.7Total
    
    $
    93.3
 Note 8: Notes Payable
  September 30, 2009
    
    
    October 31, 2008(In millions)Convertible subordinated notes, six-month LIBOR plus 0.375%, due June 15, 2013
    
    $
    200.0
    
    
    $
    200.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    225.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    225.0Total convertible subordinated notes
    
    
    650.0
    
    
    
    650.0Other, variable rate, various due dates
    
    
    1.6
    
    
    
    3.3Total debt
    
    
    651.6
    
    
    
    653.3Less: Current portion of long-term debt
    
    
    0.6
    
    
    
    2.6Long-term debt
    
    $
    651.0
    
    
    $
    650.7
    67




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Note 9: Common Stock Repurchase Plan and Shareowner Rights Plan
   68




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##### Table of Contents



Note 10: Income Taxes
  2009
    
    
    2008
    
    
    2007(In millions)United States
    
    $
    (350.5
    )
    
    $
    (26.6
    )
    
    $
    144.5Foreign
    
    
    (118.3
    )
    
    
    (11.6
    )
    
    
    (17.7
    )Total income (loss) before income taxes
    
    $
    (468.8
    )
    
    $
    (38.2
    )
    
    $
    126.8
  2009
    
    
    2008
    
    
    2007(In millions)Current taxes:Federal
    
    $
    (1.2
    )
    
    $
    (0.4
    )
    
    $
    0.3Foreign
    
    
    3.8
    
    
    
    2.4
    
    
    
    8.3State
    
    
    0.2
    
    
    
    0.6
    
    
    
    0.52.8
    
    
    
    2.6
    
    
    
    9.1Deferred taxes:Federal
    
    
    (4.3
    )
    
    
    4.4
    
    
    
    (5.0
    )Foreign
    
    
    (1.6
    )
    
    
    (0.8
    )
    
    
    (0.8
    )State
    
    
    
    
    
    
    
    
    
    
    (5.9
    )
    
    
    3.6
    
    
    
    (5.8
    )Total (benefit) provision
    
    $
    (3.1
    )
    
    $
    6.2
    
    
    $
    3.3
   2009
    
    2008
    
    2007Federal statutory rate
    
    
    35
    %
    
    
    35
    %
    
    
    35
    %Change in deferred tax asset valuation allowance
    
    
    (10
    )
    
    
    (59
    )
    
    
    (24
    )Non-deductible impairment charges
    
    
    (21
    )
    
    
    
    
    
    
    State income taxes, net
    
    
    
    
    
    
    
    
    
    
    1Foreign income taxes
    
    
    (2
    )
    
    
    13
    
    
    
    (11
    )Other, net
    
    
    (1
    )
    
    
    (5
    )
    
    
    2Effective income tax rate
    
    
    1
    %
    
    
    (16
    )%
    
    
    3
    %
    2009
    
    
    2008(In millions)Current deferred tax assets:Asset valuation reserves
    
    $
    11.2
    
    
    $
    17.6Accrued liabilities
    
    
    28.7
    
    
    
    28.3Net operating loss and tax credit carryover
    
    
    
    
    
    
    7.0Subtotal
    
    
    39.9
    
    
    
    52.9
 69




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2009
    
    
    2008(In millions)Non-current deferred tax assets:Intangible assets
    
    
    176.3
    
    
    
    188.4Depreciation
    
    
    16.6
    
    
    
    15.8Net operating loss and tax credit carryover
    
    
    561.5
    
    
    
    541.4Capital loss carryover
    
    
    1.4
    
    
    
    212.4Research and development
    
    
    21.4
    
    
    
    Investments and other
    
    
    78.6
    
    
    
    63.0Subtotal
    
    
    855.8
    
    
    
    1,021.0Total deferred tax assets
    
    
    895.7
    
    
    
    1,073.9Current deferred tax liabilities:Accrued liabilities
    
    
    (1.8
    )
    
    
    (3.6
    )Subtotal
    
    
    (1.8
    )
    
    
    (3.6
    )Non-current deferred tax liabilities:Intangible assets
    
    
    (19.7
    )
    
    
    (45.7
    )Investments and other
    
    
    (9.4
    )
    
    
    (9.2
    )Subtotal
    
    
    (29.1
    )
    
    
    (54.9
    )Total deferred tax liabilities
    
    
    (30.9
    )
    
    
    (58.5
    )Net deferred tax assets
    
    
    864.8
    
    
    
    1,015.4Deferred tax asset valuation allowance
    
    
    (809.3
    )
    
    
    (965.1
    )Net deferred tax asset
    
    $
    55.5
    
    
    $
    50.3
      70




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##### Table of Contents



Business Combinations
    Uncertain Tax Positions
   (In millions)Balance at November 1, 2007
    
    $
    34.8Increases due to tax positions related to the current year
    
    
    2.8Decreases due to tax position of prior years
    
    
    (0.2
    )Impact of changes in exchange rates
    
    
    (2.2
    )Settlements with tax authorities
    
    
    (1.1
    )Reductions due to the lapse of the applicable statute of limitations
    
    
    (6.5
    )Balance at October 31, 2008
    
    
    27.6Increases due to tax positions related to the current year
    
    
    5.0Decreases due to tax positions of prior years
    
    
    (1.7
    )Impact of changes in exchange rates
    
    
    1.7Settlements with tax authorities
    
    
    (3.6
    )Reductions due to the lapse of the applicable statute of limitations
    
    
    (7.7
    )Balance at September 30, 2009
    
    $
    21.3
    Major Jurisdictions
    
    Open Tax YearsAustralia
    
    2005-2009China
    
    2008-2009Germany
    
    2003-2009Hong Kong
    
    2002-2009United Kingdom
    
    2007-2009United States
    
    2007-2009
 71




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Note 11: Employee Benefit Plans
 Retirement Savings Plans:
 Pension Benefits:
  September 30,
    
    
    October 31,2009
    
    
    2008(In millions)Change in benefit obligationBeginning balance
    
    $
    56.4
    
    
    $
    71.3Service cost
    
    
    0.1
    
    
    
    0.1Interest cost
    
    
    3.2
    
    
    
    3.8Actuarial gain
    
    
    4.4
    
    
    
    (8.3
    )Foreign currency exchange rate changes
    
    
    7.5
    
    
    
    (6.0
    )Benefit payments
    
    
    (3.7
    )
    
    
    (4.5
    )Ending balance
    
    $
    67.9
    
    
    $
    56.4Funded status of the planPlan assets at fair value less than benefit obligation
    
    $
    (67.9
    )
    
    $
    (56.4
    )Amounts recognized in the Consolidated Balance SheetLiabilitiesCurrent liability
    
    $
    (4.3
    )
    
    $
    (3.7
    )Other long-term liability
    
    
    (63.6
    )
    
    
    (52.7
    )Total liabilities
    
    $
    (67.9
    )
    
    $
    (56.4
    )Accumulated other comprehensive (income) loss, pre-taxNet (gain) loss
    
    $
    (3.1
    )
    
    $
    (7.1
    )Total accumulated other comprehensive income
    
    $
    (3.1
    )
    
    $
    (7.1
    )
  2009
    
    
    2008
    
    
    2007(In millions)Service cost
    
    $
    0.1
    
    
    $
    0.1
    
    
    $
    0.2Interest cost
    
    
    3.2
    
    
    
    3.8
    
    
    
    3.2Amortization of net actuarial (gain)/loss
    
    
    (0.1
    )
    
    
    
    
    
    
    Net periodic pension cost
    
    $
    3.2
    
    
    $
    3.9
    
    
    $
    3.4
 72




---



##### Table of Contents



October 31,2009
    
    2008
    
    2007Weighted average assumptions used to determine benefit obligationsDiscount rate
    
    
    5.50
    %
    
    
    6.25
    %
    
    
    5.25
    %Compensation rate increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    2.50
    %Weighted average assumptions used to determine net costDiscount rate
    
    
    6.25
    %
    
    
    5.25
    %
    
    
    4.50
    %Compensation rate increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    2.50
    %
   (In millions)2010
    
    $
    4.12011
    
    
    4.12012
    
    
    4.22013
    
    
    4.22014
    
    
    4.3Five Years Thereafter
    
    $
    21.8
 Note 12: Share-Based Compensation
    73




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##### Table of Contents



Stock Options
    
    
    RestrictedWeighted Average
    
    
    StockStock Options
    
    
    Exercise Price
    
    
    Units(In millions)
    
    
    
    
    
    
    (In millions)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
    
    
    
    1.1Granted
    
    
    0.9
    
    
    
    13.46
    
    
    
    0.8Exercised
    
    
    (0.1
    )
    
    
    (3.73
    )
    
    
    Restrictions lapsed
    
    
    
    
    
    
    
    
    
    
    Canceled
    
    
    (0.7
    )
    
    
    (31.62
    )
    
    
    (0.1
    )Outstanding at October 31, 2008
    
    
    6.8
    
    
    
    23.64
    
    
    
    1.8Granted
    
    
    1.6
    
    
    
    4.92
    
    
    
    2.0Exercised
    
    
    
    
    
    
    
    
    
    
    Restrictions lapsed
    
    
    
    
    
    
    
    
    
    
    Released
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Canceled
    
    
    (0.6
    )
    
    
    26.87
    
    
    
    (0.2
    )Outstanding at September 30, 2009
    
    
    7.8
    
    
    $
    19.40
    
    
    
    3.3Exercisable at September 30, 2009
    
    
    5.2
    
    
    $
    24.27
    
    
    
    
  Weighted Average
    
    
    
    
    
    
    
    
    
    WeightedRemaining
    
    Weighted Average
    
    
    
    
    
    AverageRange of Exercise
    
    Number
    
    Contractual Life
    
    Exercise Price of
    
    Number
    
    Exercise Price ofPrices Between
    
    Outstanding
    
    (In Years)
    
    Options Outstanding
    
    Exercisable
    
    Options Exercisable$   2.54  4.44
    
    
    142,934
    
    
    
    4.61
    
    
    $
    3.62
    
    
    
    135,734
    
    
    $
    3.664.85  4.85
    
    
    1,461,355
    
    
    
    6.22
    
    
    
    4.85
    
    
    
    0
    
    
    
    0.004.95  14.42
    
    
    235,518
    
    
    
    4.74
    
    
    
    9.60
    
    
    
    113,625
    
    
    
    12.0514.59  14.59
    
    
    922,902
    
    
    
    3.95
    
    
    
    14.59
    
    
    
    494,281
    
    
    
    14.5914.63  16.29
    
    
    792,772
    
    
    
    3.01
    
    
    
    15.80
    
    
    
    760,395
    
    
    
    15.8116.38  17.76
    
    
    876,962
    
    
    
    4.63
    
    
    
    17.46
    
    
    
    473,738
    
    
    
    17.3117.92  19.67
    
    
    778,029
    
    
    
    4.51
    
    
    
    18.78
    
    
    
    749,547
    
    
    
    18.7919.81  20.44
    
    
    870,059
    
    
    
    2.18
    
    
    
    20.09
    
    
    
    870,059
    
    
    
    20.0920.79  29.75
    
    
    782,127
    
    
    
    4.91
    
    
    
    24.17
    
    
    
    643,896
    
    
    
    24.2230.59  293.56
    
    
    916,473
    
    
    
    1.54
    
    
    
    53.17
    
    
    
    916,473
    
    
    
    53.177,779,131
    
    
    
    4.06
    
    
    $
    19.40
    
    
    
    5,157,748
    
    
    $
    24.27
  2009
    
    2008
    
    2007Expected volatility
    
    
    50.57
    %
    
    
    44.05
    %
    
    
    52.51
    %Risk free interest rate
    
    
    1.55
    %
    
    
    2.98
    %
    
    
    4.45
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    Expected term (in years)
    
    
    4.7
    
    
    
    4.7
    
    
    
    4.6
  74




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##### Table of Contents



Stock Options
    
    
    Restricted
    
    
    Restricted StockWeighted Average
    
    
    Stock
    
    
    Weighted AverageStock Options
    
    
    Grant Date Fair Value
    
    
    Units
    
    
    Grant Date Fair Value(In millions)
    
    
    
    
    
    
    (In millions)Nonvested at October 31, 2008
    
    
    2.0
    
    
    $
    9.13
    
    
    
    1.7
    
    
    $
    17.50Granted
    
    
    1.6
    
    
    
    2.29
    
    
    
    2.0
    
    
    
    5.44Vested
    
    
    (0.7
    )
    
    
    9.78
    
    
    
    (0.3
    )
    
    
    21.13Canceled
    
    
    (0.3
    )
    
    
    7.84
    
    
    
    (0.2
    )
    
    
    16.10Nonvested at September 30, 2009
    
    
    2.6
    
    
    $
    6.60
    
    
    
    3.2
    
    
    $
    10.07
  Note 13: Accumulated Other Comprehensive Income (Loss)
  Derivative
    
    
    Foreign
    
    
    UnrealizedInstruments
    
    
    Currency
    
    
    Gain (Loss)and Hedging
    
    
    Translation
    
    
    On Investments,
    
    
    PensionActivities
    
    
    Adjustment
    
    
    net
    
    
    Adjustment
    
    
    Total(In millions)Balance, October 31, 2006
    
    $
    
    
    
    $
    (5.9
    )
    
    $
    
    
    
    $
    (4.3
    )
    
    $
    (10.2
    )Translation gain
    
    
    
    
    
    
    7.8
    
    
    
    
    
    
    
    
    
    
    
    7.8Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.9
    
    
    
    4.9Adoption of new accounting guidance related to
employee benefit plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Balance, October 31, 2007
    
    
    
    
    
    
    1.9
    
    
    
    
    
    
    
    0.8
    
    
    
    2.7Translation loss
    
    
    
    
    
    
    (21.9
    )
    
    
    
    
    
    
    
    
    
    
    (21.9
    )Pension obligation adjustment
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    6.3
    
    
    
    7.2Net change in fair value of interest rate swap
    
    
    (2.8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.8
    )Unrealized gain on foreign currency hedge
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    0.5Balance, October 31, 2008
    
    
    (2.6
    )
    
    
    (19.1
    )
    
    
    0.5
    
    
    
    7.1
    
    
    
    (14.1
    )Translation gain
    
    
    
    
    
    
    12.1
    
    
    
    
    
    
    
    
    
    
    
    12.1Pension obligation adjustment
    
    
    
    
    
    
    (1.0
    )
    
    
    
    
    
    
    (4.0
    )
    
    
    (5.0
    )Net change in fair value of interest rate swap
    
    
    (9.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9.4
    )Unrealized gain on foreign currency hedge
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Unrealized gain on auction-rate securities
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    
    
    
    
    2.3Unrealized gain on other available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    0.5Balance, September 30, 2009
    
    $
    (11.8
    )
    
    $
    (8.0
    )
    
    $
    3.3
    
    
    $
    3.1
    
    
    $
    (13.4
    )
  Note 14: Commitments and Contingencies
 Letters of Credit:
 Operating Leases:
 75




---



##### Table of Contents



(In millions)2010
    
    $
    18.22011
    
    
    13.62012
    
    
    11.72013
    
    
    9.22014
    
    
    8.3Thereafter
    
    
    18.0Total
    
    $
    79.0
  Legal Contingencies:
  Purchase Obligations:
 Other Contingencies:
 Change of Control:
 Note 15: Segment and Geographic Information
 Segment Information
    76




---



##### Table of Contents




    
    Connectivity
    
    Network Solutions
    
    Professional Services
  Connectivity
 Network Solutions
 Professional Services
   Restructuring,Network
    
    
    Professional
    
    
    
    
    
    
    Impairment and
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    Other Charges
    
    
    Consolidated(In millions)2009External net sales:Products
    
    $
    787.1
    
    
    $
    56.6
    
    
    $
    35.7
    
    
    $
    879.4
    
    
    $
    
    
    
    $
    879.4Services
    
    
    
    
    
    
    16.7
    
    
    
    100.6
    
    
    
    117.3
    
    
    
    
    
    
    
    117.3Total external net sales
    
    $
    787.1
    
    
    $
    73.3
    
    
    $
    136.3
    
    
    $
    996.7
    
    
    $
    
    
    
    $
    996.7Depreciation and amortization
    
    $
    57.3
    
    
    $
    5.7
    
    
    $
    3.4
    
    
    $
    66.4
    
    
    $
    
    
    
    $
    66.4Operating income (loss)
    
    $
    50.9
    
    
    $
    (36.6
    )
    
    $
    4.0
    
    
    $
    18.3
    
    
    $
    449.1
    
    
    $
    (430.8
    )2008External net sales:Products
    
    $
    1,151.8
    
    
    $
    98.8
    
    
    $
    49.1
    
    
    $
    1,299.7
    
    
    $
    
    
    
    $
    1,299.7Services
    
    
    
    
    
    
    24.2
    
    
    
    132.5
    
    
    
    156.7
    
    
    
    
    
    
    
    156.7Total external net sales
    
    $
    1,151.8
    
    
    $
    123.0
    
    
    $
    181.6
    
    
    $
    1,456.4
    
    
    $
    
    
    
    $
    1,456.4Depreciation and amortization
    
    $
    64.6
    
    
    $
    14.2
    
    
    $
    3.5
    
    
    $
    82.3
    
    
    $
    
    
    
    $
    82.3Operating income (loss)
    
    $
    117.2
    
    
    $
    (41.1
    )
    
    $
    0.8
    
    
    $
    76.9
    
    
    $
    15.2
    
    
    $
    61.72007External net sales:Products
    
    $
    1,071.8
    
    
    $
    40.8
    
    
    $
    57.6
    
    
    $
    1,170.2
    
    
    $
    
    
    
    $
    1,170.2Services
    
    
    
    
    
    
    
    
    
    
    106.5
    
    
    
    106.5
    
    
    
    
    
    
    
    106.5Total external net sales
    
    $
    1,071.8
    
    
    $
    40.8
    
    
    $
    164.1
    
    
    $
    1,276.7
    
    
    $
    
    
    
    $
    1,276.7Depreciation and amortization
    
    $
    60.8
    
    
    $
    3.4
    
    
    $
    3.8
    
    
    $
    68.0
    
    
    $
    
    
    
    $
    68.0Operating income (loss)
    
    $
    105.9
    
    
    $
    (15.8
    )
    
    $
    5.7
    
    
    $
    95.8
    
    
    $
    17.8
    
    
    $
    78.0
 77




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##### Table of Contents



Geographic Information
  Geographic Sales Information
    
    2009
    
    
    2008
    
    
    2007(In millions)Inside the United States
    
    $
    590.8
    
    
    $
    862.8
    
    
    $
    803.8Outside the United States:Asia Pacific (Australia, Hong Kong, India, Japan, Korea,
New Zealand, Southeast Asia and Taiwan)
    
    
    95.1
    
    
    
    146.2
    
    
    
    124.3China(1)
    
    
    71.8
    
    
    
    41.1
    
    
    
    11.1EMEA (Africa, Europe (Excluding Germany) and Middle East)
    
    
    136.6
    
    
    
    248.8
    
    
    
    192.3Germany(1)
    
    
    33.6
    
    
    
    51.5
    
    
    
    50.2Americas (Canada, Central and South America)
    
    
    68.8
    
    
    
    106.0
    
    
    
    95.0Total net sales
    
    $
    996.7
    
    
    $
    1,456.4
    
    
    $
    1,276.7Property and Equipment, Net:Inside the United States
    
    $
    107.6
    
    
    $
    113.4Outside the United States
    
    
    55.8
    
    
    
    63.7Total property and equipment, net
    
    $
    163.4
    
    
    $
    177.1
 
 (1)
    
    Due to the significance of their net sales, China and Germany are
broken out for geographic purposes. Other than in the U.S., no single
country has property and equipment sufficiently material to disclose. Note 16: Impairment, Restructuring, and Other Disposal Charges
  2009
    
    
    2008
    
    
    2007(In millions)Impairments:Fixed asset write-downs
    
    $
    1.0
    
    
    $
    0.7
    
    
    $
    2.3Goodwill and intangibles
    
    
    413.9
    
    
    
    
    
    
    
    Patents/intangibles
    
    
    
    
    
    
    3.4
    
    
    
    Total impairment charges
    
    
    414.9
    
    
    
    4.1
    
    
    
    2.3Restructuring charges:Employee severance
    
    
    33.1
    
    
    
    10.4
    
    
    
    4.7Facilities consolidation and lease termination
    
    
    1.1
    
    
    
    0.7
    
    
    
    0.8Total restructuring charges
    
    
    34.2
    
    
    
    11.1
    
    
    
    5.5Other disposal charges:Inventory write-offs
    
    
    0.6
    
    
    
    14.0
    
    
    
    8.9Total impairment, restructuring and other disposal charges
    
    $
    449.7
    
    
    $
    29.2
    
    
    $
    16.7
 Impairment Charges:
 78




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##### Table of Contents



Restructuring Charges:
  Other Disposal Charges:
  Accrual
    
    
    Continuing
    
    
    
    
    
    
    AccrualOctober 31,
    
    
    Operations
    
    
    Cash
    
    
    September 30,Type of Charge
    
    2008
    
    
    Net Additions
    
    
    Charges
    
    
    2009(In millions)Employee severance costs
    
    $
    8.6
    
    
    $
    33.1
    
    
    $
    12.6
    
    
    $
    29.1Facilities consolidation
    
    
    8.1
    
    
    
    1.1
    
    
    
    1.6
    
    
    
    7.6Total
    
    $
    16.7
    
    
    $
    34.2
    
    
    $
    14.2
    
    
    $
    36.7
 Accrual
    
    
    Continuing
    
    
    
    
    
    
    AccrualOctober 31,
    
    
    Operations
    
    
    Cash
    
    
    October 31,Type of Charge
    
    2007
    
    
    Net Additions
    
    
    Charges
    
    
    2008(In millions)Employee severance costs
    
    $
    5.1
    
    
    $
    10.4
    
    
    $
    6.9
    
    
    $
    8.6Facilities consolidation
    
    
    11.8
    
    
    
    0.7
    
    
    
    4.4
    
    
    
    8.1Total
    
    $
    16.9
    
    
    $
    11.1
    
    
    $
    11.3
    
    
    $
    16.7
  Severance
    
    
    Facilities(In millions)2010
    
    $
    20.4
    
    
    $
    2.12011
    
    
    3.1
    
    
    
    1.32012
    
    
    2.4
    
    
    
    1.22013
    
    
    1.7
    
    
    
    1.12014
    
    
    1.0
    
    
    
    1.0Thereafter
    
    
    0.5
    
    
    
    0.9Total
    
    $
    29.1
    
    
    $
    7.6
 79




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##### Table of Contents



Note 17: Fair Value Measurements and Auction-Rate Securities
  Fair Value Hierarchy
  Level 1
  Level 2
   
    
    Determining which instruments are most similar to the instrument being priced requires
management to identify a sample of similar securities based on the coupon rates, maturity,
issuer, credit rating and instrument type, and subjectively select an individual security or
multiple securities that are deemed most similar to the security being priced; and
 
    
    Determining whether a market is considered active requires management judgment.
 Level 3
   80




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##### Table of Contents



Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    
    
    
    
    Significantfor Identical
    
    
    Significant Other
    
    
    UnobservableSeptember 30,
    
    
    Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    535.5
    
    
    $
    535.5
    
    
    $
    
    
    
    $
    Restricted cash
    
    
    25.0
    
    
    
    25.0
    
    
    
    
    
    
    
    Long-term available-for-sale securities
    
    
    75.4
    
    
    
    51.1
    
    
    
    
    
    
    
    24.3Mexican peso currency hedge assets
(included in prepaid and other current
assets)
    
    
    0.4
    
    
    
    
    
    
    
    0.4
    
    
    
    Total assets measured at fair value
    
    $
    636.3
    
    
    $
    611.6
    
    
    $
    0.4
    
    
    $
    24.3Liabilities:Interest rate swap liabilities
(included in other accrued liabilities
and other long-term liabilities)
    
    $
    12.2
    
    
    $
    
    
    
    $
    12.2
    
    
    $
    Total liabilities measured at fair value
    
    $
    12.2
    
    
    $
    
    
    
    $
    12.2
    
    
    $
    
  Fair ValueMeasurements UsingSignificantUnobservable Inputs(Level 3)Balance as of October 31, 2008
    
    $
    40.4Total gains or losses (realized or unrealized)Included in earnings (other income/(loss)
    
    
    (18.4
    )Included in other comprehensive income
    
    
    2.3Purchases, issuance, and settlements
    
    
    Transfers in and /or out of Level 3
    
    
    Balance as of September 30, 2009
    
    $
    24.3
  Note 18: Derivative Instruments and Hedging Activities
   81




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##### Table of Contents



Cash flow hedges
   Year Swapentered into
    
    Fixed Rate
    
    Notional Amount
    
    Expiration Date2008
    
    4.0%
    
    $200,000,000
    
    June 2013
    Derivatives in cash flow hedging relationships
    
    Interest rate swap(1)
    
    
    Mexican peso hedge (2)
    
    
    TotalBalance as of October 31, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Amount of loss recognized in OCI on derivative (effective portion)
    
    
    (3.5
    )
    
    
    0.2
    
    
    
    (3.3
    )Amount of loss reclassified from OCI into income (effective portion) (3)
    
    
    0.7
    
    
    
    
    
    
    
    0.7Balance as of October 31, 2008
    
    
    (2.8
    )
    
    
    0.2
    
    
    
    (2.6
    )Amount of loss recognized in OCI on derivative (effective portion)
    
    
    (13.0
    )
    
    
    (0.4
    )
    
    
    (13.4
    )Amount of loss reclassified from OCI into income (effective portion) (3)
    
    
    3.6
    
    
    
    0.6
    
    
    
    4.2Balance as of September 30, 2009
    
    $
    (12.2
    )
    
    $
    0.4
    
    
    $
    (11.8
    )
 
 (1)
    
    Short-term portion included in other accrued liabilities and long-term portion included
in other long-term liabilities on the consolidated balance sheet. The short-term and
long-term portions for September 30, 2009 were liabilities of $5.0 million and $7.2 million,
respectively. The short-term and long-term portions for October 31, 2008 were liabilities of
$2.0 million and $0.8 million, respectively.(2)
    
    Assets are included in prepaid expenses and other current assets and liabilities are
included in other accrued liabilities on the consolidated balance sheet.(3)
    
    Gains and losses are reclassified to interest income (expense) for the interest rate swap and
cost of goods sold for the Mexican peso hedge.  82




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##### Table of Contents



Derivatives not designated as
    
    Amount of gain (loss) recognizedhedging instruments
    
    in income on derivativeLocation of gain (loss)recognized in income on derivative
    
    2009
    
    
    2008
    
    
    2007Foreign currency hedges
    
    Other income (expense), net
    
    $
    (1.2
    )
    
    $
    3.5
    
    
    $
    (2.7
    )
 Note 19: Quarterly Financial Data (Unaudited)
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In millions, except earnings per share)2009Net Sales
    
    $
    254.3
    
    
    $
    275.1
    
    
    $
    283.4
    
    
    $
    183.9
    
    
    $
    996.7Cost of Sales
    
    
    175.6
    
    
    
    185.0
    
    
    
    184.7
    
    
    
    121.6
    
    
    
    666.9Gross Profit
    
    
    78.7
    
    
    
    90.1
    
    
    
    98.7
    
    
    
    62.3
    
    
    
    329.8Operating Expenses:Research and development
    
    
    19.0
    
    
    
    18.4
    
    
    
    17.3
    
    
    
    10.6
    
    
    
    65.3Selling and administration
    
    
    71.9
    
    
    
    66.1
    
    
    
    62.9
    
    
    
    45.3
    
    
    
    246.2Impairment charges
    
    
    413.5
    
    
    
    0.7
    
    
    
    0.1
    
    
    
    0.6
    
    
    
    414.9Restructuring charges
    
    
    0.5
    
    
    
    7.3
    
    
    
    5.3
    
    
    
    21.1
    
    
    
    34.2Total operating expenses
    
    
    504.9
    
    
    
    92.5
    
    
    
    85.6
    
    
    
    77.6
    
    
    
    760.6Operating Income (Loss)
    
    
    (426.2
    )
    
    
    (2.4
    )
    
    
    13.1
    
    
    
    (15.3
    )
    
    
    (430.8
    )Other Income (Expense), Net
    
    
    (20.3
    )
    
    
    (5.8
    )
    
    
    (7.1
    )
    
    
    (4.8
    )
    
    
    (38.0
    )Income (Loss) Before Income Taxes
    
    
    (446.5
    )
    
    
    (8.2
    )
    
    
    6.0
    
    
    
    (20.1
    )
    
    
    (468.8
    )Provision (Benefit) for Income Taxes
    
    
    (4.0
    )
    
    
    1.4
    
    
    
    0.4
    
    
    
    (0.9
    )
    
    
    (3.1
    )Income (Loss) From Continuing Operations
    
    
    (442.5
    )
    
    
    (9.6
    )
    
    
    5.6
    
    
    
    (19.2
    )
    
    
    (465.7
    )Discontinued Operations, Net of Tax
    
    
    (0.3
    )
    
    
    (1.3
    )
    
    
    (6.4
    )
    
    
    (0.6
    )
    
    
    (8.6
    )Net Income (Loss)
    
    $
    (442.8
    )
    
    $
    (10.9
    )
    
    $
    (0.8
    )
    
    $
    (19.8
    )
    
    $
    (474.3
    )Average Common Shares Outstanding  Basic
    
    
    99.4
    
    
    
    96.6
    
    
    
    96.6
    
    
    
    96.6
    
    
    
    97.4Average Common Shares Outstanding  Diluted
    
    
    99.4
    
    
    
    96.6
    
    
    
    97.8
    
    
    
    96.6
    
    
    
    97.4Basic Income (Loss) Per Share:Continuing operations
    
    $
    (4.45
    )
    
    $
    (0.10
    )
    
    $
    0.06
    
    
    $
    (0.20
    )
    
    $
    (4.78
    )Discontinued operations
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    
    
    
    $
    (0.09
    )Net Income (Loss)
    
    $
    (4.45
    )
    
    $
    (0.11
    )
    
    $
    (0.01
    )
    
    $
    (0.20
    )
    
    $
    (4.87
    )Diluted Income (Loss) Per Share:Continuing operations
    
    $
    (4.45
    )
    
    $
    (0.10
    )
    
    $
    0.06
    
    
    $
    (0.20
    )
    
    $
    (4.78
    )Discontinued operations
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    
    
    
    $
    (0.09
    )Net Income (Loss)
    
    $
    (4.45
    )
    
    $
    (0.11
    )
    
    $
    (0.01
    )
    
    $
    (0.20
    )
    
    $
    (4.87
    )Net Sales Outside the United States
    
    $
    111.2
    
    
    $
    109.7
    
    
    $
    110.9
    
    
    $
    74.1
    
    
    $
    405.9
 83




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##### Table of Contents



First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In millions, except earnings per share)2008Net Sales
    
    $
    329.1
    
    
    $
    393.2
    
    
    $
    381.8
    
    
    $
    352.3
    
    
    $
    1,456.4Cost of Sales
    
    
    208.7
    
    
    
    251.7
    
    
    
    251.2
    
    
    
    255.5
    
    
    
    967.1Gross Profit
    
    
    120.4
    
    
    
    141.5
    
    
    
    130.6
    
    
    
    96.8
    
    
    
    489.3Operating Expenses:Research and development
    
    
    19.5
    
    
    
    21.8
    
    
    
    21.7
    
    
    
    20.5
    
    
    
    83.5Selling and administration
    
    
    81.7
    
    
    
    84.9
    
    
    
    83.0
    
    
    
    79.3
    
    
    
    328.9Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.1
    
    
    
    4.1Restructuring charges
    
    
    1.2
    
    
    
    1.0
    
    
    
    0.1
    
    
    
    8.8
    
    
    
    11.1Total operating expenses
    
    
    102.4
    
    
    
    107.7
    
    
    
    104.8
    
    
    
    112.7
    
    
    
    427.6Operating Income (Loss)
    
    
    18.0
    
    
    
    33.8
    
    
    
    25.8
    
    
    
    (15.9
    )
    
    
    61.7Other Income (Expense), Net
    
    
    (44.9
    )
    
    
    (15.9
    )
    
    
    (9.5
    )
    
    
    (29.6
    )
    
    
    (99.9
    )Income (Loss) Before Income Taxes
    
    
    (26.9
    )
    
    
    17.9
    
    
    
    16.3
    
    
    
    (45.5
    )
    
    
    (38.2
    )Provision (Benefit) for Income Taxes
    
    
    1.5
    
    
    
    1.9
    
    
    
    2.9
    
    
    
    (0.1
    )
    
    
    6.2Income (Loss) From Continuing Operations
    
    
    (28.4
    )
    
    
    16.0
    
    
    
    13.4
    
    
    
    (45.4
    )
    
    
    (44.4
    )Discontinued Operations, Net of Tax
    
    
    1.1
    
    
    
    0.3
    
    
    
    1.7
    
    
    
    (0.6
    )
    
    
    2.5Net Income (Loss)
    
    $
    (27.3
    )
    
    $
    16.3
    
    
    $
    15.1
    
    
    $
    (46.0
    )
    
    $
    (41.9
    )Average Common Shares Outstanding  Basic
    
    
    117.6
    
    
    
    117.7
    
    
    
    117.7
    
    
    
    115.4
    
    
    
    117.1Average Common Shares Outstanding  Diluted
    
    
    117.6
    
    
    
    118.2
    
    
    
    118.3
    
    
    
    115.4
    
    
    
    117.1Basic Income (Loss) Per Share:Continuing operations
    
    $
    (0.24
    )
    
    $
    0.14
    
    
    $
    0.11
    
    
    $
    (0.39
    )
    
    $
    (0.38
    )Discontinued operations
    
    $
    0.01
    
    
    $
    
    
    
    $
    0.02
    
    
    $
    (0.01
    )
    
    $
    0.02Net Income (Loss)
    
    $
    (0.23
    )
    
    $
    0.14
    
    
    $
    0.13
    
    
    $
    (0.40
    )
    
    $
    (0.36
    )Diluted Income (Loss) Per Share:Continuing operations
    
    $
    (0.24
    )
    
    $
    0.14
    
    
    $
    0.11
    
    
    $
    (0.39
    )
    
    $
    (0.38
    )Discontinued operations
    
    $
    0.01
    
    
    $
    
    
    
    $
    0.02
    
    
    $
    (0.01
    )
    
    $
    0.02Net Income (Loss)
    
    $
    (0.23
    )
    
    $
    0.14
    
    
    $
    0.13
    
    
    $
    (0.40
    )
    
    $
    (0.36
    )Net Sales Outside the United States
    
    $
    131.1
    
    
    $
    158.4
    
    
    $
    168.3
    
    
    $
    135.8
    
    
    $
    593.6
 Fiscal Year Change
    Discontinued Operations
  Note 20: Subsequent Events
 th
 84




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##### Table of Contents



Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   Managements Annual Report on Internal Control Over Financial Reporting
   85




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
        
 86




---



##### Table of Contents



Item 9B.
    
    OTHER INFORMATION
  
 PART III
 
 Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   www.investor.adc.com/governance.cfm.
  
 Item 11.
    
    EXECUTIVE COMPENSATION
  
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 Item 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Listing of Financial Statements
    87




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##### Table of Contents



Listing of Financial Statement Schedules
    Listing of Exhibits
  88




---



##### Table of Contents



SIGNATURES
  ADC TELECOMMUNICATIONS, INC.By:
    /s/  Robert E. SwitzRobert E. SwitzChairman, President and Chief Executive Officer   /s/ Robert E. Switz

Robert E. Switz
    
    Chairman, President and
Chief Executive Officer
(principal executive officer)
    
    Dated: November 20, 2009/s/ James G. Mathews

James G. Mathews
    
    Vice President and 
Chief Financial Officer
(principal financial officer)
    
    Dated: November 20, 2009/s/ Steven G. Nemitz

Steven G. Nemitz
    
    Vice President and Controller
(principal accounting officer)
    
    Dated: November 20, 2009William R. Spivey*
    
    Independent Lead DirectorJohn J. Boyle III*
    
    DirectorMickey P. Foret*
    
    DirectorLois M. Martin*
    
    DirectorKrish A. Prabhu, PhD*
    
    DirectorJohn E. Rehfeld*
    
    DirectorDavid A. Roberts*
    
    DirectorLarry W. Wangberg*
    
    DirectorJohn D. Wunsch*
    
    Director
 
 *By:
    
    /s/ James G. Mathews

     James G. MathewsAttorney-in-Fact
    
    Dated: November 20, 2009
 89




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##### 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 2009Allowance for doubtful accounts & notes receivable
    
    $
    17.3
    
    
    $
    (4.2
    )
    
    $
    2.2
    
    
    $
    1.3
    
    
    $
    14.0Inventory reserve
    
    
    50.7
    
    
    
    
    
    
    
    15.4
    
    
    
    24.1
    
    
    
    42.0Warranty accrual
    
    
    8.9
    
    
    
    (0.6
    )
    
    
    (0.1
    )
    
    
    1.9
    
    
    
    6.3Valuation allowance
    
    
    965.1
    
    
    
    0.5
    
    
    
    46.5
    
    
    
    202.8
    
    
    
    809.3Fiscal 2008Allowance for doubtful accounts & notes receivable
    
    $
    6.6
    
    
    $
    10.2
    
    
    $
    0.7
    
    
    $
    0.2
    
    
    $
    17.3Inventory reserve
    
    
    41.3
    
    
    
    
    
    
    
    25.2
    
    
    
    15.8
    
    
    
    50.7Warranty accrual
    
    
    7.7
    
    
    
    1.9
    
    
    
    1.1
    
    
    
    1.8
    
    
    
    8.9Valuation allowance
    
    
    944.5
    
    
    
    18.6
    
    
    
    20.7
    
    
    
    18.7
    
    
    
    965.1Fiscal 2007Allowance for doubtful accounts & notes receivable
    
    $
    10.1
    
    
    $
    
    
    
    $
    (2.0
    )
    
    $
    1.5
    
    
    $
    6.6Inventory reserve
    
    
    35.1
    
    
    
    
    
    
    
    21.1
    
    
    
    14.9
    
    
    
    41.3Warranty accrual
    
    
    9.0
    
    
    
    
    
    
    
    1.1
    
    
    
    2.4
    
    
    
    7.7Valuation allowance
    
    
    974.1
    
    
    
    
    
    
    
    (43.4
    )
    
    
    (13.8
    )
    
    
    944.5
 90




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description2.1
    
    
    Share Purchase Agreement, dated March 25, 2004 among ADC Telecommunications, Inc., KRONE
International Holding, Inc., KRONE Digital Communications Inc., GenTek Holding
Corporation and GenTek Inc. (Incorporated by reference to Exhibit 2.1 to ADCs Current
Report on Form 8-K dated June 2, 2004.)2.2
    
    
    First Amendment to Share Purchase Agreement, dated May 18, 2004 among ADC
Telecommunications, Inc., KRONE International Holding, Inc., KRONE Digital
Communications Inc., GenTek Holding Corporation and GenTek Inc. (Incorporated by
reference to Exhibit 2.2 to ADCs Current Report on Form 8-K dated June 2, 2004.)2.3
    
    
    Agreement and Plan of Merger, dated July 21, 2005, by and among ADC Telecommunications,
Inc., Falcon Venture Corp., Fiber Optic Network Solutions Corp., and Michael J. Noonan.
(Incorporated by reference to Exhibit 2.1 to ADCs Current Report on Form 8-K dated July
21, 2005.)2.4
    
    
    First Amendment to Agreement and Plan of Merger, dated August 16, 2005, by and among ADC
Telecommunications, Inc., Falcon Venture Corp., Fiber Optic Network Solutions Corp., and
Michael J. Noonan. (Incorporated by reference to Exhibit 2.1 to ADCs Current Report on
Form 8-K dated August 16, 2005.)2.5
    
    
    Agreement and Plan of Merger dated October 21, 2007 by and among ADC Telecommunications,
Inc., Hazeltine Merger Sub, Inc. and LGC Wireless, Inc. (Incorporated by reference to
Exhibit 2.1 to ADCs Current Report on Form 8-K dated October 21, 2007.)2.6
    
    
    Share Purchase Agreement dated November 12, 2007 between ADC Telecommunications (China)
Limited, ADC Telecommunications, Inc., Frontvision Investment Limited, and the
shareholders of Frontvision Investment Limited, as amended. (Incorporated by reference
to Exhibit 2.6 of ADCs Annual Report on Form 10-K for the year ended October 31, 2008.)3.1
    
    
    Restated Articles of Incorporation of ADC Telecommunications, Inc., conformed to
incorporate amendments dated January 20, 2000, June 30, 2000, August 13, 2001, March 2,
2004 and May 9, 2005. (Incorporated by reference to Exhibit 3-a to ADCs Quarterly
Report on Form 10-Q for the quarter ended July 29, 2005.)3.2
    
    
    Restated Bylaws of ADC Telecommunications, Inc. effective December 9, 2008.
(incorporated by reference to Exhibit 3.1 of ADCs Current Report on Form 8-K dated
December 12, 2008.)4.1
    
    
    Form of certificate for shares of Common Stock of ADC Telecommunications, Inc.
(Incorporated by reference to Exhibit 4-a to ADCs
Quarterly Report on Form 10-Q for the quarter ended April 29, 2005.)4.2
    
    
    Rights Agreement, as amended and restated as of May 9, 2007, between ADC
Telecommunications, Inc. and Computershare Investor Services, LLC, as Rights Agent
(which includes as Exhibit A, the Form of Certificate of Designation, Preferences and
Right of Series A Junior Participating Preferred Stock, as Exhibit B, the Form of Right
Certificate, and as Exhibit C, the Summary of Rights to Purchase Preferred Shares).
(Incorporated by reference to Exhibit 4-b to ADCs Form 8-A/A filed on May 11, 2007.4.3
    
    
    Indenture dated as of June 4, 2003, between ADC Telecommunications, Inc. and U.S. Bank
National Association. (Incorporated by reference to Exhibit 4-g of ADCs Quarterly
Report on Form 10-Q for the quarter ended July 31, 2003.)4.4
    
    
    Indenture between ADC Telecommunications, Inc. and U.S. Bank National Association, as
trustee, dated as of December 26, 2007 (including Form of Convertible Subordinated Note
due 2015.) (Incorporated by reference to Exhibit 4.1 to ADCs Current Report on Form 8-K
dated December 19, 2007.)4.5
    
    
    Indenture between ADC Telecommunications, Inc. and U.S. Bank National Association, as
trustee, dated as of December 26, 2007 (including Form of Convertible Subordinated Note
due 2017.) (Incorporated by reference to Exhibit 4.2 to ADCs Current Report on Form 8-K
dated December 19, 2007.)
 91




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##### Table of Contents



ExhibitNumber
    
    Description10.1
    
    
    ADC Telecommunications, Inc. Global Stock Incentive Plan, amended and restated as of
December 12, 2006. (Incorporated by reference to Exhibit 10-a of ADCs Annual Report on
Form 10-K for the year ended October 31, 2007.)10.2
    
    
    ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.2 of ADCs Quarterly Report on Form 10-Q for the quarter ended
May 2, 2008.)10.3
    
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2008.
(Incorporated by reference to Exhibit 10-d of ADCs Annual Report on Form 10-K for the
year ended October 31, 2007.)10.4
    
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2009.
(Incorporated by reference to Exhibit 10.5 of ADCs Annual Report on Form 10-K for the
year ended October 31, 2008.)10.5
    
    
    ADC Telecommunications, Inc. Executive Management Incentive Plan for Fiscal Year 2009.
(Incorporated by reference to Exhibit 10.6 of ADCs Annual Report on Form 10-K for the
year ended October 31, 2008.)10.6*
    
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2010.10.7*
    
    
    ADC Telecommunications, Inc. Executive Management Incentive Plan for Fiscal Year 2010.10.8
    
    
    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.)10.9
    
    
    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.)10.10
    
    
    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.)10.11
    
    
    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.)10.12
    
    
    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.)10.13
    
    
    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.)10.14
    
    
    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.)10.15
    
    
    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.)10.16
    
    
    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.)10.17
    
    
    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.)10.18
    
    
    Compensation Plan for Non-employee directors of ADC Telecommunications, Inc. (2007
Restatement). (Incorporated by reference to Exhibit 10-c to ADCs Current Report on Form
8-K dated September 30, 2007.)10.19
    
    
    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.)10.20
    
    
    Amendment to Employment Agreement between ADC Telecommunications, Inc. and Robert E.
Switz dated December 28, 2008. (Incorporated by reference to Exhibit 10.10 to ADCs
Quarterly Report on Form 10-Q for the quarter ended January 30, 2009.)
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##### Table of Contents



ExhibitNumber
    
    Description10.21
    
    
    Second Amendment to Employment Agreement between ADC Telecommunications, Inc. and Robert
E. Switz dated July 1, 2009. (Incorporated by reference to Exhibit 99.1 to ADCs Current
Report on Form 8-K dated July 1, 2009.)10.22
    
    
    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.)10.23
    
    
    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.)
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##### Table of Contents



ExhibitNumber
    
    Description10.24
    
    
    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.)10.25
    
    
    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.)10.26
    
    
    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.)10.27
    
    
    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.)10.28
    
    
    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.)10.29
    
    
    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.)10.30
    
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
non-employee directors with respect to option grants made under the ADC
Telecommunications, Inc. Global Stock Incentive Plan prior to December 18, 2006.
(Incorporated by reference to Exhibit 10-f to ADCs Quarterly Report on Form 10-Q for
the quarter ended July 31, 2004.)10.31
    
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
non-employee directors with respect to option grants made under the Compensation Plan
for Non-Employee Directors prior to December 18, 2006. (Incorporated by reference to
Exhibit 10-g to ADCs Quarterly Report on Form 10-Q for the quarter ended July 31,
2004.)10.32
    
    
    Form of ADC Telecommunications, Inc. Restricted Stock Unit Award Agreement provided to
employees with respect to restricted stock unit grants made under the ADC
Telecommunications Inc. Global Stock Incentive Plan prior to December 18, 2006.
(Incorporated by reference to Exhibit 10-gg to ADCs Annual Report on Form 10-K for the
fiscal year ended October 31, 2005.)10.33
    
    
    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.)10.34
    
    
    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.)10.35
    
    
    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.)10.36
    
    
    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.)
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##### Table of Contents



ExhibitNumber
    
    Description10.37
    
    
    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.)10.38
    
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
non-employee directors with respect to option grants made under the ADC
Telecommunications, Inc. Global Stock Incentive Plan beginning December 18, 2006.
(Incorporated by reference to Exhibit 10-ii to ADCs Annual Report on Form 10-K for the
fiscal year ended October 31, 2006.)10.39
    
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 17, 2007. (Incorporated by reference to
Exhibit 10.2 of ADCs Quarterly Report on Form 10-Q for the quarter ended February 1,
2008.)10.40
    
    
    Form of ADC Telecommunications, Inc. Non-qualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 17, 2007. (Incorporated by reference to
Exhibit 10.3 of ADCs Quarterly Report on Form 10-Q for the quarter ended February 1,
2008.)10.41
    
    
    Form of ADC Telecommunications, Inc. Three-Year Time Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made under
the ADC Telecommunications, Inc. Global Stock Incentive Plan beginning December 17,
2007. (Incorporated by reference to Exhibit 10.4 of ADCs Quarterly Report on Form 10-Q
for the quarter ended February 1, 2008.)10.42
    
    
    Form of ADC Telecommunications, Inc. Three-Year Performance Based Restricted Stock Unit
Award Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. Global Stock Incentive Plan beginning December
17, 2007. (Incorporated by reference to Exhibit 10.5 of ADCs Quarterly Report on Form
10-Q for the quarter ended February 1, 2008.)10.43
    
    
    Form of Restricted Stock Unit Award Agreement provided to non-employee directors with
respect to restricted stock unit grants made under the ADC Telecommunications Inc. 2008
Global Stock Incentive Plan beginning March 7, 2008. (Incorporated by reference to
Exhibit 10.6 of ADCs Quarterly Report on Form 10-Q for the quarter ended February 1,
2008.)10.44
    
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to Robert
E. Switz under the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan on
December 23, 2008. (Incorporated by reference to Exhibit 99.1 of ADCs Current Report on
Form 8-K dated December 23, 2008.)10.45
    
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
Robert E. Switz under the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan
on December 23, 2008. (Incorporated by reference to Exhibit 99.2 of ADCs Current Report
on Form 8-K dated December 23, 2008.)10.46
    
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc. 2008
Global Stock Incentive Plan beginning December 15, 2008. (Incorporated by reference to
Exhibit 10.5 to ADCs Quarterly Report on Form 10-Q for the quarter ended January 30,
2009.)10.47
    
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc. 2008
Global Stock Incentive Plan beginning December 15, 2008. (Incorporated by reference to
Exhibit 10.6 to ADCs Quarterly Report on Form 10-Q for the quarter ended January 30,
2009.)10.48
    
    
    Form of ADC Telecommunications, Inc. Three-Year Time-Based Restricted Stock Unit Award
Agreement provided to employees with respect to restricted stock unit grants made under
the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan beginning December 15,
2008. (Incorporated by reference to Exhibit 10.7 to ADCs Quarterly Report on Form 10-Q
for the quarter ended January 30, 2009.)10.49
    
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Restricted Stock Unit
Award Agreement provided to employees with respect to restricted stock unit grants made
under the ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan beginning
December 15, 2008. (Incorporated by reference to Exhibit 10.8 to ADCs Quarterly Report
on Form 10-Q for the quarter ended January 30, 2009.)10.50
    
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Cash Unit Award
Agreement provided to employees with respect to restricted cash unit grants made under
the ADC Telecommunications, Inc. 2008 Global
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##### Table of Contents



ExhibitNumber
    
    DescriptionStock Incentive Plan beginning December 15,
2008. (Incorporated by reference to Exhibit 10.9 to ADCs Quarterly Report on Form 10-Q
for the quarter ended January 30, 2009.)10.51
    
    
    Form of Performance-Based Restricted Stock Unit Award Agreement dated September 30, 2009
between ADC Telecommunications, Inc. and Robert E. Switz. (Incorporated by reference to
Exhibit 99.1 to ADCs Current Report on Form 8-K dated October 2, 2009.)10.52
    
    
    Form of Two-Year Performance Based Restricted Stock Unit  Rights Award  Agreement dated September 30, 2009. (Incorporated
by reference to Exhibit 99.2 to ADCs Current Report on Form 8-K dated October 2,
2009.)10.53
    
    
    Form of Three-Year Time Based Restricted Stock Unit Award Agreement dated September 30, 2009. (Incorporated
by reference to Exhibit 99.3 to ADCs Current Report on Form 8-K dated October 2,
2009.)12.1*
    
    
    Computation of Ratio of Earnings to Fixed Charges.21.1*
    
    
    Subsidiaries of ADC Telecommunications, Inc.23.1*
    
    
    Consent of Ernst & Young LLP.24.1*
    
    
    Power of Attorney.31.1*
    
    
    Certification of principal executive officer required by Exchange Act Rule 13a-14(a).31.2*
    
    
    Certification of principal financial officer required by Exchange Act Rule 13a-14(a).32*
    
    
    Certifications furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.
    
    Management contract or compensation plan or arrangement required to be
filed as an exhibit to this report.  96