Exhibit 99-c

REPORT OF INDEPENDENT AUDITORS

Board
of Directors and Shareowners
ADC Telecommunications, Inc.

We
have audited the consolidated financial statements of ADC Telecommunications, Inc. and subsidiaries as of October 31, 2002, and for the year then ended, and have issued
our report thereon dated December 2, 2002 (included elsewhere in this Form 10-K). Our audit also included the financial statement schedule for the year ended
October 31, 2002 listed in Item 15(a) of this Form 10-K. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on
our audit.

In
our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

|/s/ ERNST & YOUNG LLPMinneapolis, Minnesota
December 2, 2002 |  | 
|------------------------------------------------------------ |  | 

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ADC Telecommunications, Inc.  Schedule II  For Year Ended October 31, 2002  (in millions)

|Fiscal 2002                                        |  | Balance at
Beginning of Year |       | Charged to Costs and
Expenses |   | Deductions |   | Balance at End of Year
|-------------------------------------------------- |  | ---------------------------- | ----- | ----------------------------- | - | ---------- | - | ----------------------
|Allowance for doubtful accounts & notes receivable |  | $                            | 87.1  |                               | $ | 26.4       |   | $                     
|Inventory reserve                                  |  |                              | 89.5  |                               |   | 49.7       |   |                       
|Restructuring accrual                              |  |                              | 120.8 |                               |   | 220.1      |   |                       
|Warranty accrual                                   |  |                              | 29.4  |                               |   | (2.9       | ) |                       

|Fiscal 2001                                        |  | Balance at Beginning of Year |      | Charged to Costs and Expenses |   | Deductions |  | Balance at End of Year
|-------------------------------------------------- |  | ---------------------------- | ---- | ----------------------------- | - | ---------- |  | ----------------------
|Allowance for doubtful accounts & notes receivable |  | $                            | 18.9 |                               | $ | 111.0      |  | $                     
|Inventory reserve                                  |  |                              | 47.3 |                               |   | 165.3      |  |                       
|Restructuring accrual                              |  |                              | 14.4 |                               |   | 483.4      |  |                       
|Warranty accrual                                   |  |                              | 36.4 |                               |   | 48.4       |  |                       

|Fiscal 2000                                        |  | Balance at Beginning of Year |      | Charged to Costs and Expenses |   | Deductions |  | Balance at End of Year
|-------------------------------------------------- |  | ---------------------------- | ---- | ----------------------------- | - | ---------- |  | ----------------------
|Allowance for doubtful accounts & notes receivable |  | $                            | 9.2  |                               | $ | 15.0       |  | $                     
|Inventory reserve                                  |  |                              | 27.6 |                               |   | 31.2       |  |                       
|Restructuring accrual                              |  |                              | 9.0  |                               |   | 13.3       |  |                       
|Warranty accrual                                   |  |                              | 9.7  |                               |   | 34.5       |  |                       

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