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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended October 31, 2008.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from              to
 Commission File No. 0-1424
 ADC Telecommunications, Inc.
 (Exact name of registrant as specified in its charter)
 Minnesota
    
    41-0743912(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)13625 Technology Drive
    
    55344-2252Eden Prairie, Minnesota
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code:
(952) 938-8080
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which Registered:Common Stock, $.20 par value
    
    The NASDAQ Global Select MarketPreferred Stock Purchase Rights
 Securities registered pursuant to Section 12(g) of the Act:
None
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
 ®
  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART 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 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-2.6EX-10.5EX-10.6EX-12.1EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32    Table of Contents  
 PART I
 
 Item 1.
    
    BUSINESS
 General
    
    
    Global Connectivity Solutions(Connectivity) products that facilitate broadband
communications network connectivity by providing the physical interconnections between
network components and network access points. These products connect wireline, wireless,
cable, enterprise and broadcast communication networks over copper (twisted pair), co-axial,
fiber optic and wireless media.
    
    Network Solutionsproducts that help improve coverage and capacity for wireless networks.
These products improve signal quality, increase coverage and capacity into expanded
geographic areas, and help reduce the capital and operating costs of delivering wireless
services. Applications for these products include in-building and outdoor coverage and
capacity solutions and remote wireless network solutions.
     
    
    Connectivity
    
    Network Solutions
    
    Professional Services
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Industry and Marketplace Conditions
   
    
    First, businesses and consumers worldwide increasingly are becoming 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, online gaming, video streaming and photo sharing). This demand for additional
broadband services increases the need for broadband network infrastructure products.
    
    Second, end-users of communications services increasingly expect to do business over a
single network connection at a low price. Both public networks operated by communications
service providers and private enterprise networks are evolving to provide combinations of
Internet, data, video and voice services that can be offered over the same high-speed
network connection.
    4




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Current Global Macro-Economic Conditions
   Strategy
 Market Goals
      Business Priorities
  
    
    Business growth in fiber-based and wireless communications networks, especially in the
markets and geographies we consider to be of high strategic importance;
    
    Improved customer service through realignment and focus within our sales and marketing
activities; and
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
    
    Operational excellence that drives low cost industry leadership and provides our
customers with superior products and support.
 Business Growth in Areas of High Strategic Importance.
   tm tm tm tm tm ® ®
   Realignment and Focus Within Sales and Marketing Activities
   6




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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;
    
    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;
    
    reducing the number of locations from which we conduct general and administrative
support functions; and
    
    focusing our resources on core operations, and, where appropriate, using third
parties to perform non-core processes.
   Product and Service Offering Groups
  Reportable Segment
    
    2008
    
    2007
    
    2006Connectivity
    
    
    75.9
    %
    
    
    79.4
    %
    
    
    79.6
    %Network Solutions
    
    
    11.6
    
    
    
    7.7
    
    
    
    7.9Professional Services
    
    
    12.5
    
    
    
    12.9
    
    
    
    12.5Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  Connectivity
  DSX and DDF Products.
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FTTX
Products. tm
 Fiber Distribution Panels and Frame Products.
 RF Signal Management Products. ®
 Power Distribution and Protection Panels. ®
 Modular Fiber-Optic Cable Systems. ®
 Structured Cabling Products. ® ®
 Broadcast and Entertainment Products. ® ®
 Other Connectivity Products.
 Network Solutions
  In-building Wireless Coverage/Capacity Solutions.
 Mobile Network Solutions. ®
 Outdoor Wireless Coverage/Capacity Solutions. tm
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Wireline Solutions. ® ® ® ®
 Professional Services
     Customers
  
    
    the public communications network market worldwide, which includes major telephone
companies such as Verizon, AT&T, Sprint, Telefonica, Deutsche Telecom and BellCanada, 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.
    9




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Research and Development
   
    
    fiber connectivity products for FTTX initiatives and central office applications;
    
    high-performance structured cables, jacks, plugs, jumpers, frames and panels to enable the
use of increasingly higher-performance IP network protocols within private networks;
    
    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;
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
    
    the price, quality and reliability of our products;
    
    our delivery and service capabilities; and
    
    our ability to contain costs.
 Manufacturing and Suppliers
    Intellectual Property
   Seasonality
 th th st st
   th
 11




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Employees
  Executive Officers of the Registrant
  OfficerName
    
    Office
    
    Since
    
    AgeRobert E. Switz
    
    Chairman, President and Chief Executive Officer
    
    
    1994
    
    
    
    62James G. Mathews
    
    Vice President, Chief Financial Officer
    
    
    2005
    
    
    
    57Hilton M. Nicholson
    
    Vice President, President, Network Solutions 
Business Unit
    
    
    2006
    
    
    
    50Patrick D. OBrien
    
    Vice President, President, Global Connectivity
 Solutions Business Unit
    
    
    2002
    
    
    
    45Richard B. Parran, Jr
    
    Vice President, President, Professional Services 
Business Unit
    
    
    2006
    
    
    
    52Steven G. Nemitz
    
    Vice President and Controller
    
    
    2007
    
    
    
    34Laura N. Owen
    
    Vice President, Chief Administrative Officer
    
    
    1999
    
    
    
    52Jeffrey D. Pflaum
    
    Vice President, General Counsel and Secretary
    
    
    1999
    
    
    
    49Kimberly S. Hartwell
    
    Vice President, Global Go-To-Market
    
    
    2008
    
    
    
    46
 Mr. Switz
 Mr. Mathews
 Mr. Nicholson
 Mr. OBrien
 Mr. Parran
 Mr. Nemitz
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Ms. Owen
 Mr. Pflaum
 Ms. Hartwell
 
 Item 1A.
    
    RISK FACTORS
  Risks Related to Our Business
 Our industry is highly competitive, and our product and services sales are subject to significant
downward pricing and volume pressure.
    Our
sales and operations may be impacted adversely by current global
economic conditions.
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
    
    Restricted credit markets may limit the ability of some of our customers and suppliers to
obtain financing for significant purchases and operations, including potential significant
telecommunications infrastructure projects. If customers are unable to finance operations or
infrastructure projects, we may experience a slowdown in demand for our product and services.
Further, these conditions could disrupt the availability of raw materials and supplies we
use as well as our use of contract manufacturers and other vendors. Our ability to find
suitable replacement sources or vendors cannot be assured nor can we be certain the prices
and terms associated with retaining such replacements would be favorable to us.
    
    Demand for the goods and services our customers provide to their clients may slow, and
this, in turn, may cause our customers to spend less on the products and services we sell.
    
    Competition to complete sales among our competitors may heighten and create pressure to
sell products and services at lower prices or on terms that are less advantageous than we
have experienced historically.
  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;
    
    Expediting costs incurred to meet customer delivery requirements;
    
    Excess inventory and inventory carrying charges;
    
    Obsolescence 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.
 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.
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Our cost-reduction initiatives may not result in anticipated savings or more efficient operations.
   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 profitability could be impacted negatively if one or more of our key customers substantially
reduces orders for our products and/or transitions their purchases towards lower gross margin
products.
   i.e.
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Our Professional Services business is exposed to risks associated with a highly concentrated
customer base.
  Our market is subject to rapid technological change and, to compete effectively, we must
continually introduce new products that achieve market acceptance.
    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.
   Access to our existing line of credit requires that we meet several covenants, which could be more
challenging in a difficult operating environment. Moreover, if we need to utilize our existing
line of credit, our operational flexibility may be impaired. If we seek to secure other financing,
we may not be able to obtain it on acceptable terms.
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We have recorded significant impairment charges to reduce the carrying value of certain
auction-rate securities we hold, and additional impairment charges with respect to auction-rate
securities may occur in the future.
  We may complete transactions, undertake restructuring initiatives or face other circumstances in
the future that will result in restructuring or impairment charges, including, but not limited to,
significant goodwill impairment charges.
     Possible consolidation among our competitors could result in a loss of sales.
  Our operating results fluctuate significantly from quarter to quarter.
  17




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
    
    the volume and timing of orders from and shipments to our customers;
    
    the overall level of capital expenditures by our customers;
    
    work stoppages and other developments affecting the operations of our customers;
    
    the timing of and our ability to obtain new customer contracts and the timing of revenue
recognition;
    
    the timing of new product and service announcements;
    
    the availability of products and services;
    
    market acceptance of new and enhanced versions of our products and services;
    
    variations in the mix of products and services we sell;
    
    the location and utilization of our production capacity and employees; and
    
    the availability and cost of key components of our products.
  The regulatory environment in which we and our customers operate is changing.
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Conditions in global markets could 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;
    
    requirements to consult with or obtain the approval of works councils or other labor
organizations to complete business initiatives;
    
    tariffs and other barriers and restrictions;
    
    longer payment cycles;
    
    difficulties in enforcing intellectual property and contract rights;
    
    greater difficulty in accounts receivable collection;
    
    potentially adverse taxes and export and import requirements; and
    
    the burdens of complying with a variety of non-U.S. laws and telecommunications standards.
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We are subject to special risks relating to doing business in China.
   Our intellectual property rights may not be adequate to protect our business.
     We are dependent upon our senior management and other critical employees.
  20




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Managing our inventory is complex and may include write-downs of excess or obsolete inventory.
  Compliance with internal control requirements is expensive and poses certain risks.
   Product defects or the failure of our products to meet specifications could cause us to lose
customers and revenue or to incur unexpected expenses.
  
    
    delayed market acceptance of our products;
    
    delayed product shipments;
    
    unexpected expenses and diversion of resources to replace defective products or identify
and correct the source of errors;
    
    damage to our reputation and our customer relationships;
    
    delayed recognition of sales or reduced sales; and
    
    product liability claims or other claims for damages that may be caused by any product
defects or performance failures.
  We may encounter difficulties obtaining raw materials and supplies needed to make our
products, and the prices of these  materials and supplies are subject to fluctuation.
  21




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If our manufacturing operations suffer production or shipping delays or if we do not have
sufficient manufacturing capabilities, we may experience difficulty in meeting customer demands.
   We may encounter litigation that has a material impact on our business.
   We are subject to risks associated with changes in commodity prices, interest rates, security
prices, and foreign currency exchange rates.
  22




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Our ability to operate our business and report financial results is dependent on maintaining
effective information management systems.
  Risks Related to Our Common Stock
 Our stock price has been volatile historically and may continue to be volatile. The price of our
common stock may fluctuate significantly.
    Anti-takeover provisions in our charter documents, our shareholder rights agreement and Minnesota
law could prevent or delay a change in control of our company.
  
    
    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.
 23




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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;
    
    Juarez and Delicias, Mexico approximately 327,000 sq. ft. and 139,000 sq. ft.,
respectively, owned; manufacturing facilities; and a second facility in Juarez, approximately
69,000 sq. ft., leased; warehouse/manufacturing facility; 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 88,000 sq. ft., owned; manufacturing facility used for our
global connectivity products; and a second site in Bangalore, approximately 69,000 sq. ft.,
leased; general purpose facilities for engineering, sales, finance, information technology
and back-office applications;
    
    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 47,000 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; an additional facility in Shenzhen, approximately 17,000 sq. ft.,
leased; used for our Network Solutions group.
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Item 3. LEGAL PROCEEDINGS
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  25




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PART II
 
 Item 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  2008
    
    2007High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    19.10
    
    
    $
    12.63
    
    
    $
    16.65
    
    
    $
    13.40Second Quarter
    
    
    14.84
    
    
    
    11.50
    
    
    
    19.21
    
    
    
    15.10Third Quarter
    
    
    17.45
    
    
    
    9.21
    
    
    
    21.06
    
    
    
    16.35Fourth Quarter
    
    
    10.94
    
    
    
    4.13
    
    
    
    21.00
    
    
    
    14.85
  Issuer Purchases of Equity Securities.
 Total Number of Shares
    
    Maximum Dollar Value ofTotal Number of
    
    
    
    
    
    Purchased as Part of
    
    Shares that May Yet BeShares
    
    Average Price Paid
    
    Publicly Announced Plans
    
    Purchased Under the Plans orFiscal Month
    
    Purchased
    
    Paid per Share (1)
    
    or Programs
    
    Programs (2)August 30, 2008 -
September 26, 2008
    
    
    5,025,000
    
    
    $
    9.82
    
    
    
    5,025,000
    
    
    $
    100,525,224September 27, 2008
- October 31, 2008
    
    
    1,372,050
    
    
    $
    5.06
    
    
    
    1,372,050
    
    
    $
    93,537,210Total
    
    
    6,397,050
    
    
    
    
    
    
    
    6,397,050
 
 (1)
    
    Excludes commissions paid to brokers.(2)
    
    On August 12, 2008, our board of directors approved a share repurchase program for up to $150.0
million. As of October 31, 2008, we had repurchased approximately 6.4 million shares of common
stock for approximately $56.5 million, or $8.80 average per share. In early December 2008, we
completed this repurchase program at an average price of $7.04 per share, resulting in
approximately 21.3 million shares purchased under the program. Comparative Stock Performance
  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
  ©
 2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008ADC
    
    
    $
    100.00
    
    
    
    
    85.99
    
    
    
    
    97.00
    
    
    
    
    79.54
    
    
    
    
    103.95
    
    
    
    
    35.24S&P Midcap 400 Index
    
    
    $
    100.00
    
    
    
    
    111.04
    
    
    
    
    130.63
    
    
    
    
    148.18
    
    
    
    
    173.40
    
    
    
    
    110.17S&P 400 Communications Equipment Index
    
    
    $
    100.00
    
    
    
    
    84.83
    
    
    
    
    84.20
    
    
    
    
    94.77
    
    
    
    
    111.37
    
    
    
    
    63.53
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Item 6.
    
    SELECTED FINANCIAL DATA
  FIVE-YEAR FINANCIAL SUMMARY
Years ended October 31
 2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(In millions, except per share data)Income Statement Data from Continuing OperationsNet sales
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    $
    1,231.9
    
    
    $
    1,072.4
    
    
    $
    714.0Gross profit
    
    
    489.3
    
    
    
    442.6
    
    
    
    406.3
    
    
    
    417.0
    
    
    
    296.2Research and development expense
    
    
    83.5
    
    
    
    69.6
    
    
    
    70.9
    
    
    
    70.3
    
    
    
    59.1Selling and administration expense
    
    
    328.9
    
    
    
    287.2
    
    
    
    269.6
    
    
    
    254.2
    
    
    
    202.2Operating income
    
    
    61.7
    
    
    
    78.0
    
    
    
    45.2
    
    
    
    82.9
    
    
    
    21.6Income (loss) before income taxes
    
    
    (38.2
    )
    
    
    126.8
    
    
    
    55.6
    
    
    
    103.2
    
    
    
    31.0Provision (benefit) for income taxes
    
    
    6.2
    
    
    
    3.3
    
    
    
    (37.7
    )
    
    
    7.2
    
    
    
    2.0Income (loss) from continuing operations
    
    
    (44.4
    )
    
    
    123.5
    
    
    
    93.3
    
    
    
    96.0
    
    
    
    29.0Earnings (loss) per diluted share from continuing operations
    
    
    (0.38
    )
    
    
    1.04
    
    
    
    0.79
    
    
    
    0.80
    
    
    
    0.25Balance Sheet DataCurrent assets
    
    
    1,077.4
    
    
    
    1,008.2
    
    
    
    942.7
    
    
    
    854.8
    
    
    
    835.8Current liabilities
    
    
    278.0
    
    
    
    474.1
    
    
    
    263.9
    
    
    
    288.8
    
    
    
    302.0Total assets
    
    
    1,921.0
    
    
    
    1,764.8
    
    
    
    1,611.4
    
    
    
    1,537.2
    
    
    
    1,428.1Long-term notes payable
    
    
    650.7
    
    
    
    200.6
    
    
    
    400.0
    
    
    
    400.0
    
    
    
    400.0Total long-term obligations
    
    
    728.8
    
    
    
    283.1
    
    
    
    474.0
    
    
    
    474.5
    
    
    
    466.8Shareowners investment
    
    
    914.2
    
    
    
    1,007.6
    
    
    
    873.5
    
    
    
    773.9
    
    
    
    659.3
 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 copper (twisted pair), coaxial, fiber-optic, wireless
and broadband communications networks. This operating segments net sales in fiscal 2008
were $1.1 billion, representing 75.9% 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 2008 were $169.5 million representing 11.6% of our total net
sales. Our acquisition of LGC in fiscal 2008 was integrated into this segment.
    
    Our Professional Servicesbusiness segment plans, deploys and helps maintain
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 2008 were $181.7 million, representing 12.5% of our
total net sales.
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
    
    Net Sales were approximately $1.5 Billion:Our net sales were approximately
$1.5 billion in fiscal 2008, up 14.1% compared to net sales of approximately $1.3 billion
in fiscal 2007. Net sales increased 8.9% in our Connectivity business segment. They
increased 76.0% in our Network Solutions business segment and they increased 10.7% in our
Professional Services business segment.
    
    Operating Income of $61.7 Million:We generated operating income of $61.7 million in
fiscal 2008, compared to operating income of $78.0 million in fiscal 2007. Operating
margin was 4.2% of net sales in fiscal 2008, compared to 6.1% of net sales in fiscal 2007.
    
    Loss from Continuing Operations of ($44.4) Million, or ($0.38) per Share:We incurred
a loss from continuing operations of $44.4 million, or ($0.38) per diluted common share,
in fiscal 2008, compared to income from continuing operations of $123.5 million, or $1.04
per diluted common share, in fiscal 2007. The loss from continuing operations in fiscal
2008 was primarily due to an impairment charge of $100.6 million related to auction rate
securities and restructuring, impairment and other disposal charges of $29.2 million. The
restructuring charges were primarily associated with a restructuring of our operations
announced during our fourth quarter of fiscal 2008. Fiscal 2007 results included a $57.1
million gain from the sale of an investment, partially offset by a $29.4 million
impairment charge related to auction rate securities.
    
    Operating Cash Flow of $173.9 Million:We generated operating cash flow from
continuing operations of $173.9 million in fiscal 2008, compared to $150.4 million in
fiscal 2007.
    
    Cash and Cash Equivalents of $631.4 Million:As of October 31, 2008 our cash and cash
equivalents totaled $631.4 million, which represented an increase of $111.2 million
compared to $520.2 million as of October 31, 2007.
  Accomplishments
 
    
    We grew net sales 14.1%, or $179.7 million, in fiscal 2008. Our acquisitions of
Century Man and LGC accounted for $127.8 million of our increase in net sales. We believe
that our growth rate in fiscal 2008, exclusive of acquisitions, exceeded that of our
industry based on data provided publicly by several third parties.
    
    We continued to experience significant growth in our central office fiber and FTTX
product sales in fiscal 2008 as our customers continued to deploy next generation
networks. This growth was driven by increases in market share, expansion of our product
portfolio, and the overall market growth of this component of the industry.
    
    During fiscal 2008, we introduced several new products that we believe will help us to
address our strategic focus areas of fiber-based and wireless-based networks. For
fiber-based networks, these new products include our OmniReachtm Rapid
Fiber System, which allows our service provider customers to efficiently deploy next
generation services into multi-dwelling units. For wireless-based networks, these new
products include our next generation InterReach Fusion in-building wireless coverage and
capacity product and FlexWavetm Prism, which provides solutions for
outdoor coverage and capacity issues.
    
    Our acquisition of LGC that was completed in
December 2007 transformed our wireless
business. By acquiring LGC we have become a global leader in the provision of in-building
coverage and capacity solutions. LGC contributed net sales of $97.6 million in fiscal
2008.
    
    Our acquisition of Century Man that was completed in January 2008 provided us with
significant sales channels into China and other Southeast Asian nations, as well as
low-cost manufacturing capabilities. Century Man is a leading provider of distribution
frames in the Chinese marketplace and contributed $30.2 million of net sales in fiscal
2008.
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
    
    We continued to advance our competitive transformation initiative, which we believe has
yielded significant cost savings to our operations. The savings generated through this
initiative help leverage our operating model and help offset pricing pressures and
unfavorable mixes in product sales that can have negative impacts on our operating
results.
    
    We bolstered our liquidity position through the completion of two significant financing
transactions. In December 2007 we completed a $450.0 million convertible debt offering.
The proceeds of this offering were used in part to repay in full $200.0 million of
convertible debt in June 2008. We also put in place a $200.0 million revolving line of
credit in April 2008. To date we have not utilized this facility.
    
    On August 12, 2008 we announced a share buyback program of up to $150.0 million. We
completed this program on December 9, 2008. Through this program we acquired 21.3 million
shares of our common stock or approximately 18.0% of our outstanding shares.
 Challenges
 
    
    The downturn in global macro-economic conditions began to impact our business in late fiscal 2008 as
customers began to alter their purchasing plans. The severity of the
downturn, its length,
and its impact on our customers, vendors, and competitors are all very difficult to
predict. Our management team is monitoring the business and market environment very
closely, but the impacts of the downturn on our business are uncertain.
    
    Our customers evolution towards next generation networks over the past several years
has impacted the mix of products and services that we sell. For example, we have seen a
decline in sales of our copper-based products and wireline products. This has been
accompanied by an increase in our sales of fiber-based, FTTX, and structured cable
products. This mix shift has negatively impacted our gross margins.
    
    We continue to face significant pricing pressures from our customers. Many of our
largest customers have engaged in large scale acquisition transactions that have given
them greater purchasing power with vendors such as us. In addition,
in developing markets,
customers are often unwilling to pay for products with special features that might reduce
the customers operating costs because the cost of labor in these markets remains low
relative to developed markets.
    
    In October 2008 we implemented a significant restructuring initiative. The initiative
included significant reductions in our workforce involving all of our business units, our
sales and marketing staff and our general administration and support functions. We also
announced our intention to sell our German professional services business and placed this
business into discontinued operations. Further, we announced that we were discontinuing
certain outdoor wireless coverage products. These actions resulted in a $29.2 million
restructuring, impairment and other disposal charges in the fourth quarter of fiscal 2008.
    
    Like many companies, in fiscal 2008 we faced significant pricing increases for raw
materials used to produce our products as well as for transportation costs to move our
inventories and products around the world. We were able to pass some of these cost
increases along to our customers, but the increased costs did impact our business.
Recently the costs for many commodities have been falling and this may result in lower raw
material and transportation costs in fiscal 2009.
  
    
    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 intend to realign and focus our sales and marketing activities to sell more of our
current portfolio and new products to existing customers and to introduce our products to
new customers. For instance, we are realigning many of our internal
 29




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sales and marketing activities more around the types of customers we serve (e.g., carriers,
enterprise, original equipment manufacturers) instead of around the product sets we sell.
We are also 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. We will continue
our competitive transformation initiative to increase our operational efficiency, improve
our financial performance and to achieve our goal of becoming a cost leader within the
industry.
 Results of Operations
  PercentageIncrease (Decrease)Between Periods2008
    
    
    2007
    
    
    2006
    
    
    2008 vs. 2007
    
    
    2007 vs. 2006(In millions)Net sales
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    $
    1,231.9
    
    
    
    14.1
    %
    
    
    3.6
    %Cost of sales
    
    
    967.1
    
    
    
    834.1
    
    
    
    825.6
    
    
    
    15.9
    
    
    
    1.0Gross profit
    
    
    489.3
    
    
    
    442.6
    
    
    
    406.3
    
    
    
    10.6
    
    
    
    8.9Gross margin
    
    
    33.6
    %
    
    
    34.7
    %
    
    
    33.0
    %Operating expenses:Research and development
    
    
    83.5
    
    
    
    69.6
    
    
    
    70.9
    
    
    
    20.0
    
    
    
    (1.8
    )Selling and administration
    
    
    328.9
    
    
    
    287.2
    
    
    
    269.6
    
    
    
    14.5
    
    
    
    6.5Impairment charges
    
    
    4.1
    
    
    
    2.3
    
    
    
    1.2
    
    
    
    78.3
    
    
    
    91.7Restructuring charges
    
    
    11.1
    
    
    
    5.5
    
    
    
    19.4
    
    
    
    101.8
    
    
    
    (71.6
    )Total operating expenses
    
    
    427.6
    
    
    
    364.6
    
    
    
    361.1
    
    
    
    17.3
    
    
    
    (1.0
    )Operating income
    
    
    61.7
    
    
    
    78.0
    
    
    
    45.2
    
    
    
    (20.9
    )
    
    
    72.6Operating margin
    
    
    4.2
    %
    
    
    6.1
    %
    
    
    3.7
    %Other income (expense), net:Interest income, net
    
    
    2.8
    
    
    
    17.0
    
    
    
    7.0
    
    
    
    (83.5
    )
    
    
    142.9Other, net
    
    
    (102.7
    )
    
    
    31.8
    
    
    
    3.4
    
    
    
    (423.0
    )
    
    
    835.3Income (loss) before income taxes
    
    
    (38.2
    )
    
    
    126.8
    
    
    
    55.6
    
    
    
    (130.1
    )
    
    
    128.1Provision (benefit) for income taxes
    
    
    6.2
    
    
    
    3.3
    
    
    
    (37.7
    )
    
    
    87.9
    
    
    
    (108.8
    )Income (loss) from continuing operations
    
    $
    (44.4
    )
    
    $
    123.5
    
    
    $
    93.3
    
    
    
    (136.0
    )%
    
    
    32.4
    %
  PercentageIncrease (Decrease)Net Sales
    
    
    Between PeriodsReportable Segment
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008 vs. 2007
    
    
    2007 vs. 2006(In millions)Connectivity
    
    $
    1,105.2
    
    
    $
    1,014.9
    
    
    $
    980.2
    
    
    
    8.9
    %
    
    
    3.5
    %Network SolutionsProduct
    
    
    145.3
    
    
    
    97.7
    
    
    
    97.6
    
    
    
    48.7
    
    
    
    0.1Service
    
    
    24.2
    
    
    
    
    
    
    
    
    
    
    
    100.0
    
    
    
    Total Network Solutions
    
    
    169.5
    
    
    
    97.7
    
    
    
    97.6
    
    
    
    73.5
    
    
    
    0.1Professional ServicesProduct
    
    
    49.2
    
    
    
    57.6
    
    
    
    58.3
    
    
    
    (14.6
    )
    
    
    (1.2
    )Service
    
    
    132.5
    
    
    
    106.5
    
    
    
    95.8
    
    
    
    24.4
    
    
    
    11.2Total Professional Services
    
    
    181.7
    
    
    
    164.1
    
    
    
    154.1
    
    
    
    10.7
    
    
    
    6.5Total Net Sales
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    $
    1,231.9
    
    
    
    14.3
    %
    
    
    3.6
    %
 30




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##### Table of Contents



Net Sales
 Fiscal 2008 vs. Fiscal 2007
     Fiscal 2007 vs. Fiscal 2006
   ®
  Gross Profit
 Fiscal 2008 vs. Fiscal 2007
   31




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##### Table of Contents



Fiscal 2007 vs. Fiscal 2006
  Operating Expenses
 Fiscal 2008 vs. Fiscal 2007
  Research and development:
 Selling and administration:
 Restructuring and impairment charges:
   Fiscal 2007 vs. Fiscal 2006
  32




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##### Table of Contents



Research and development:
 Selling and administration:
 Restructuring and impairment charges:
   Other Income (Expense), Net
  2008
    
    
    2007
    
    
    2006(In millions)Interest income on short-term investments
    
    $
    31.0
    
    
    $
    33.3
    
    
    $
    22.8Interest expense on borrowings
    
    
    (28.2
    )
    
    
    (16.3
    )
    
    
    (15.8
    )Interest income, net
    
    
    2.8
    
    
    
    17.0
    
    
    
    7.0Foreign exchange income (loss)
    
    
    (1.8
    )
    
    
    5.9
    
    
    
    0.5Gain (loss) on investments
    
    
    
    
    
    
    57.5
    
    
    
    (3.9
    )Impairment loss on available-for-sale securities
    
    
    (100.6
    )
    
    
    (29.4
    )
    
    
    Andrew merger termination proceeds, net
    
    
    
    
    
    
    
    
    
    
    3.8KRONE Brazil customs accrual reversal
    
    
    0.2
    
    
    
    0.2
    
    
    
    3.0Loss on sale of fixed assets
    
    
    (0.5
    )
    
    
    (0.7
    )
    
    
    (0.2
    )Other
    
    
    
    
    
    
    (1.7
    )
    
    
    0.2Subtotal
    
    
    (102.7
    )
    
    
    31.8
    
    
    
    3.4Total other income (expense), net
    
    $
    (99.9
    )
    
    $
    48.8
    
    
    $
    10.4
 The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.
  33




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Acquisitions
 LGC
      Century Man
  34




---



##### Table of Contents



Andrew Corporation
  Discontinued operations
 APS Germany
  APS France
  Share-Based Compensation
  35




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##### Table of Contents



Income Taxes
     Income (Loss) from Continuing Operations
   Segment Disclosures
  For the Years EndedOctober 31,2008
    
    
    2007
    
    
    2006(In millions)ConnectivityOperating income
    
    $
    115.5
    
    
    $
    100.7
    
    
    $
    83.6Depreciation and amortization
    
    
    60.5
    
    
    
    58.9
    
    
    
    55.0Network SolutionsOperating (loss)
    
    $
    (39.5
    )
    
    $
    (10.4
    )
    
    $
    (13.1
    )Depreciation and amortization
    
    
    15.9
    
    
    
    5.3
    
    
    
    5.8Professional ServicesOperating income (loss)
    
    $
    0.9
    
    
    $
    5.5
    
    
    $
    (4.7
    )Depreciation and amortization
    
    
    5.9
    
    
    
    3.8
    
    
    
    6.5
 36




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##### Table of Contents



Fiscal 2008 vs. Fiscal 2007
   Fiscal 2007 vs. Fiscal 2006
   Application of Critical Accounting Policies and Estimates
  Available-for-Sale Securities: The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments,
   37




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##### Table of Contents



Inventories:
 Restructuring Accrual: Employers Accounting for Postemployment Benefits  An
Amendment of FASB Statements No. 5 and 43. Accounting for Costs Associated with Exit or Disposal
Activities"
 Revenue Recognition: Revenue Recognition
    Revenue Arrangements with Multiple Deliverables
  38




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##### Table of Contents



Software Revenue
Recognition Applicability of AICPA Statement of Position 97-2 to
Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software
 Warranty:
 Recoverability of Goodwill and Long-Lived Assets:
   Income Taxes and Deferred Taxes:
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##### Table of Contents



Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109.
  Share-Based Compensation:
 Recently Issued Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FAS 133 Accounting for Derivative Instruments
and Hedging Activities
 Business Combinations Non-controlling Interests in Consolidated Financial Statements
 40




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##### Table of Contents



The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
 Liquidity and Capital Resources
 Liquidity
   October 31,
    
    
    October 31,(In millions)
    
    2008
    
    
    2007Current available-for-sale securities
    
    $
    0.1
    
    
    $
    61.6Long-term available-for-sale securities
    
    
    40.4
    
    
    
    113.8Total available-for-sale securities
    
    $
    40.5
    
    
    $
    175.4
   41




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##### Table of Contents



Operating Activities
   Investing Activities
    Financing Activities
  Outstanding Debt and Credit Facility
  October 31,
    
    
    Conversion(In millions)
    
    2008
    
    
    PriceConvertible
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
 42




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##### Table of Contents



1 2
    Working Capital and Liquidity Outlook
  43




---



##### 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 Years
    
    
    OtherLong-Term Debt Obligations (1)
    
    $
    814.1
    
    
    $
    24.2
    
    
    $
    49.6
    
    
    $
    246.0
    
    
    $
    494.3
    
    
    $
    Capital Lease Obligations
    
    
    0.8
    
    
    
    0.5
    
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    84.8
    
    
    
    23.1
    
    
    
    32.1
    
    
    
    18.5
    
    
    
    11.1
    
    
    
    Purchase Obligations (2)
    
    
    10.2
    
    
    
    10.0
    
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    Other Long-Term Liabilities
    
    
    11.9
    
    
    
    5.6
    
    
    
    2.3
    
    
    
    
    
    
    
    
    
    
    
    4.0Pension Obligations
    
    
    56.4
    
    
    
    4.5
    
    
    
    9.0
    
    
    
    9.3
    
    
    
    33.6
    
    
    
    Total
    
    $
    978.2
    
    
    $
    67.9
    
    
    $
    93.5
    
    
    $
    273.8
    
    
    $
    539.0
    
    
    $
    4.0
 
 (1)
    
    Includes interest on our fixed rate debt of 3.5% and interest on our 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. Cautionary Statement Regarding Forward Looking Information
  44




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




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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
     46




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ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Operations
 For the Years Ended October 31,2008
    
    
    2007
    
    
    2006(In millions, except earningsper share)Net Sales:Products
    
    $
    1,299.7
    
    
    $
    1,170.2
    
    
    $
    1,136.1Services
    
    
    156.7
    
    
    
    106.5
    
    
    
    95.8Total net sales
    
    
    1,456.4
    
    
    
    1,276.7
    
    
    
    1,231.9Cost of Sales:Products
    
    
    836.0
    
    
    
    744.1
    
    
    
    749.0Services
    
    
    131.1
    
    
    
    90.0
    
    
    
    76.6Total cost of sales
    
    
    967.1
    
    
    
    834.1
    
    
    
    825.6Gross Profit
    
    
    489.3
    
    
    
    442.6
    
    
    
    406.3Operating Expenses:Research and development
    
    
    83.5
    
    
    
    69.6
    
    
    
    70.9Selling and administration
    
    
    328.9
    
    
    
    287.2
    
    
    
    269.6Impairment charges
    
    
    4.1
    
    
    
    2.3
    
    
    
    1.2Restructuring charges
    
    
    11.1
    
    
    
    5.5
    
    
    
    19.4Total operating expenses
    
    
    427.6
    
    
    
    364.6
    
    
    
    361.1Operating Income
    
    
    61.7
    
    
    
    78.0
    
    
    
    45.2Other Income (Expense), Net
    
    
    (99.9
    )
    
    
    48.8
    
    
    
    10.4Income (Loss) Before Income Taxes
    
    
    (38.2
    )
    
    
    126.8
    
    
    
    55.6Provision (Benefit) For Income Taxes
    
    
    6.2
    
    
    
    3.3
    
    
    
    (37.7
    )Income (Loss) From Continuing Operations
    
    
    (44.4
    )
    
    
    123.5
    
    
    
    93.3Discontinued Operations, Net of Tax:Income (loss) from discontinued operations
    
    
    2.5
    
    
    
    (12.4
    )
    
    
    (5.6
    )Loss on sale or write-down of discontinued operations, net
    
    
    
    
    
    
    (4.8
    )
    
    
    (22.6
    )Total discontinued operations, net of tax
    
    
    2.5
    
    
    
    (17.2
    )
    
    
    (28.2
    )Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    0.6Net Income (Loss)
    
    $
    (41.9
    )
    
    $
    106.3
    
    
    $
    65.7Weighted Average Common Shares Outstanding (Basic)
    
    
    117.1
    
    
    
    117.4
    
    
    
    117.1Weighted Average Common Shares Outstanding (Diluted)
    
    
    117.1
    
    
    
    131.9
    
    
    
    117.4Basic Income (Loss) Per Share:Continuing operations
    
    $
    (0.38
    )
    
    $
    1.05
    
    
    $
    0.80Discontinued operations
    
    $
    0.02
    
    
    $
    (0.14
    )
    
    $
    (0.25
    )Cumulative effect of a change in accounting principle
    
    $
    
    
    
    $
    
    
    
    $
    0.01Net income (loss)
    
    $
    (0.36
    )
    
    $
    0.91
    
    
    $
    0.56Diluted Income (Loss) Per Share:Continuing operations
    
    $
    (0.38
    )
    
    $
    1.04
    
    
    $
    0.79Discontinued operations
    
    $
    0.02
    
    
    $
    (0.13
    )
    
    $
    (0.24
    )Cumulative effect of a change in accounting principle
    
    $
    
    
    
    $
    
    
    
    $
    0.01Net income (loss)
    
    $
    (0.36
    )
    
    $
    0.91
    
    
    $
    0.56
  47




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Balance Sheets
 October 31,
    
    
    October 31,2008
    
    
    2007(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    631.4
    
    
    $
    520.2Available-for-sale securities
    
    
    0.1
    
    
    
    61.6Accounts receivable, net of reserves of $17.3 and $6.6
    
    
    215.4
    
    
    
    173.5Unbilled revenues
    
    
    25.2
    
    
    
    30.6Inventories, net of reserves of $50.7 and $41.3
    
    
    162.7
    
    
    
    169.6Prepaid and other current assets
    
    
    34.6
    
    
    
    31.9Assets of discontinued operations
    
    
    8.0
    
    
    
    20.8Total current assets
    
    
    1,077.4
    
    
    
    1,008.2Property and equipment, net of accumulated depreciation of $407.7 and $394.2
    
    
    177.1
    
    
    
    198.1Assets held for sale
    
    
    2.9
    
    
    
    0.1Restricted cash
    
    
    15.3
    
    
    
    12.8Goodwill
    
    
    359.3
    
    
    
    238.4Intangibles, net of accumulated amortization of $126.3 and $95.9
    
    
    161.1
    
    
    
    121.9Long-term available-for-sale securities
    
    
    40.4
    
    
    
    113.8Other assets
    
    
    86.3
    
    
    
    70.4Long-term assets of discontinued operations
    
    
    1.2
    
    
    
    1.1Total assets
    
    $
    1,921.0
    
    
    $
    1,764.8LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term notes payable
    
    $
    2.6
    
    
    $
    200.6Accounts payable
    
    
    99.1
    
    
    
    89.0Accrued compensation and benefits
    
    
    78.1
    
    
    
    80.3Other accrued liabilities
    
    
    71.0
    
    
    
    54.7Income taxes payable
    
    
    2.4
    
    
    
    15.5Restructuring accrual
    
    
    16.7
    
    
    
    16.9Liabilities of discontinued operations
    
    
    8.1
    
    
    
    17.1Total current liabilities
    
    
    278.0
    
    
    
    474.1Pension obligations and other long-term liabilities
    
    
    78.1
    
    
    
    82.5Long-term notes payable
    
    
    650.7
    
    
    
    200.6Total liabilities
    
    
    1,006.8
    
    
    
    757.2Shareowners 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
111.3 and 117.6 shares
    
    
    23.5
    
    
    
    23.5Paid-in capital
    
    
    1,396.3
    
    
    
    1,432.3Accumulated deficit
    
    
    (491.5
    )
    
    
    (450.9
    )Accumulated other comprehensive income (loss)
    
    
    (14.1
    )
    
    
    2.7Total shareowners investment
    
    
    914.2
    
    
    
    1,007.6Total liabilities and shareowners investment
    
    $
    1,921.0
    
    
    $
    1,764.8
  48




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Shareowners Investment
 AccumulatedOtherCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Deferred
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Compensation
    
    
    Income (Loss)
    
    
    TotalBalance, October 31, 2005
    
    
    116.5
    
    
    $
    23.3
    
    
    $
    1,397.9
    
    
    $
    (622.9
    )
    
    $
    1.2
    
    
    $
    (25.6
    )
    
    $
    773.9Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65.7
    
    
    
    
    
    
    
    
    
    
    
    65.7Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.8
    
    
    
    11.8Unrealized gain on securities, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    0.7Minimum pension liability adjustment, net of taxes
of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.9
    
    
    
    2.9Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81.1Stock issued for employee incentive plan, net of
forfeitures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    
    
    
    
    (1.2
    )Exercise of common stock options
    
    
    0.7
    
    
    
    0.2
    
    
    
    9.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.7Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    10.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.0Balance, October 31, 2006
    
    
    117.2
    
    
    
    23.5
    
    
    
    1,417.4
    
    
    
    (557.2
    )
    
    
    
    
    
    
    (10.2
    )
    
    
    873.5Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106.3
    
    
    
    
    
    
    
    
    
    
    
    106.3Other comprehensive income, net of tax:Translation gain, net of taxes of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.8
    
    
    
    7.8Minimum pension liability adjustment, net of taxes
of $0.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.9
    
    
    
    4.9Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119.0Adoption of SFAS 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Exercise of common stock options
    
    
    0.4
    
    
    
    
    
    
    
    4.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.4Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    10.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.5Balance, October 31, 2007
    
    
    117.6
    
    
    
    23.5
    
    
    
    1,432.3
    
    
    
    (450.9
    )
    
    
    
    
    
    
    2.7
    
    
    
    1,007.6Net 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 FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    1.4Exercise of common stock options
    
    
    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
    )
    
    $
    914.2
  49




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##### Table of Contents



ADC Telecommunications, Inc. and Subsidiaries
 Consolidated Statements of Cash Flows
 For the Years Ended October 31,2008
    
    
    2007
    
    
    2006(In millions)Operating Activities:Income (loss) from continuing operations
    
    $
    (44.4
    )
    
    $
    123.5
    
    
    $
    93.3Adjustments to reconcile income (loss) from continuing operations to net cash
provided by operating activities from continuing operations:Inventory write-offs
    
    
    25.2
    
    
    
    21.1
    
    
    
    9.1Impairments
    
    
    4.1
    
    
    
    2.3
    
    
    
    1.2Write-down of investments
    
    
    100.6
    
    
    
    29.4
    
    
    
    3.9Depreciation and amortization
    
    
    82.3
    
    
    
    68.0
    
    
    
    67.3Provision for bad debt
    
    
    0.7
    
    
    
    (2.0
    )
    
    
    (0.2
    )Provision for warranty expense
    
    
    1.1
    
    
    
    1.1
    
    
    
    4.5Non-cash stock compensation
    
    
    17.2
    
    
    
    10.5
    
    
    
    10.0Change in deferred income taxes
    
    
    1.5
    
    
    
    (6.2
    )
    
    
    (46.9
    )Amortization of deferred financing costs
    
    
    2.4
    
    
    
    1.5
    
    
    
    1.5Gain on sale of investments
    
    
    
    
    
    
    (57.5
    )
    
    
    Loss on sale of property and equipment
    
    
    0.5
    
    
    
    0.7
    
    
    
    0.2Other, net
    
    
    9.7
    
    
    
    (17.8
    )
    
    
    (0.3
    )Changes in operating assets and liabilities, net of acquisitions and divestitures:Accounts receivable and unbilled revenues (increase)/decrease
    
    
    2.8
    
    
    
    (15.0
    )
    
    
    19.5Inventories increase
    
    
    (7.7
    )
    
    
    (19.5
    )
    
    
    (32.3
    )Prepaid and other assets (increase)/decrease
    
    
    (1.9
    )
    
    
    (1.0
    )
    
    
    2.8Accounts payable increase/(decrease)
    
    
    (12.7
    )
    
    
    1.0
    
    
    
    16.6Accrued liabilities increase/(decrease)
    
    
    (14.7
    )
    
    
    5.2
    
    
    
    (60.2
    )Pension liabilities increase
    
    
    7.2
    
    
    
    5.1
    
    
    
    3.3Total cash provided by operating activities from continuing operations
    
    
    173.9
    
    
    
    150.4
    
    
    
    93.3Total cash provided by (used for) operating activities from discontinued operations
    
    
    1.7
    
    
    
    (10.7
    )
    
    
    (6.4
    )Total cash provided by operating activities
    
    
    175.6
    
    
    
    139.7
    
    
    
    86.9Investing Activities:Acquisitions, net of cash acquired
    
    
    (198.3
    )
    
    
    (1.6
    )
    
    
    Purchase of interest in unconsolidated affiliates
    
    
    (5.2
    )
    
    
    (8.1
    )
    
    
    Divestitures, net of cash disposed
    
    
    
    
    
    
    0.6
    
    
    
    Property, equipment and patent additions
    
    
    (42.4
    )
    
    
    (30.4
    )
    
    
    (33.0
    )Proceeds from disposal of property and equipment
    
    
    0.3
    
    
    
    1.2
    
    
    
    1.2Proceeds from sale/collection of note receivable
    
    
    
    
    
    
    
    
    
    
    14.2Proceeds from sales of investments
    
    
    
    
    
    
    59.8
    
    
    
    Warrant exercise
    
    
    
    
    
    
    (1.8
    )
    
    
    Decrease (increase) in restricted cash
    
    
    (3.0
    )
    
    
    1.9
    
    
    
    8.0Purchase of available-for-sale securities
    
    
    (4.6
    )
    
    
    (1,002.1
    )
    
    
    (577.1
    )Sale of available-for-sale securities
    
    
    39.7
    
    
    
    1,203.4
    
    
    
    519.0Other
    
    
    
    
    
    
    
    
    
    
    0.1Total cash provided by (used for) investing activities from continuing operations
    
    
    (213.5
    )
    
    
    222.9
    
    
    
    (67.6
    )Total cash (used for) provided by investing activities from discontinued operations
    
    
    (0.4
    )
    
    
    1.1
    
    
    
    0.6Total cash provided by (used for) investing activities
    
    
    (213.9
    )
    
    
    224.0
    
    
    
    (67.0
    )Financing Activities:Debt issuance
    
    
    451.6
    
    
    
    
    
    
    
    Payments of financing costs
    
    
    (10.7
    )
    
    
    
    
    
    
    Debt payments
    
    
    (221.1
    )
    
    
    
    
    
    
    Treasury stock purchase
    
    
    (56.5
    )
    
    
    
    
    
    
    Common stock issued
    
    
    0.5
    
    
    
    4.8
    
    
    
    9.6Total cash provided by financing activities
    
    
    163.8
    
    
    
    4.8
    
    
    
    9.6Effect of Exchange Rate Changes on Cash
    
    
    (14.3
    )
    
    
    9.5
    
    
    
    4.5Increase in Cash and Cash Equivalents
    
    
    111.2
    
    
    
    378.0
    
    
    
    34.0Cash and Cash Equivalents, Beginning of Year
    
    
    520.2
    
    
    
    142.2
    
    
    
    108.2Cash and Cash Equivalents, End of Year
    
    $
    631.4
    
    
    $
    520.2
    
    
    $
    142.2
  50




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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: Consolidation of Variable Interest Entities Consolidated Financial Statements
 Basis of Presentation: ,
 Fair Value of Financial Instruments:
 Cash and Cash Equivalents:
 Restricted Cash:
 Available-for-Sale Securities: The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments,
 51




---



##### Table of Contents



Inventories:
 Property and Equipment:
 Assets Held For Sale: Accounting for the Impairment or Disposal of Long-Lived Assets,
 Investments in Cost Method Investees:
 Impairment of Long-Lived Assets:
 Goodwill and Other Intangible Assets:
  52




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##### Table of Contents



Research and Development Costs:
 Revenue Recognition: Revenue Recognition
    Revenue Arrangements with Multiple Deliverables
   Applicability of AICPA
Statement of Position 97-2 to Non-Software Deliverables in an Arrangement Containing
More-Than-Incidental Software
 Allowance for Uncollectible Accounts:
 53




---



##### Table of Contents



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)2008
    
    $
    7.7
    
    
    $
    1.9
    
    
    $
    1.1
    
    
    $
    1.8
    
    
    $
    8.92007
    
    
    9.0
    
    
    
    
    
    
    
    1.1
    
    
    
    2.4
    
    
    
    7.72006
    
    
    10.4
    
    
    
    
    
    
    
    4.5
    
    
    
    5.9
    
    
    
    9.0
 Deferred Financing Costs:
 Income Taxes and Deferred Taxes:
 Foreign Currency Translation:
 54




---



##### Table of Contents



Use of Estimates:
 Comprehensive Income (Loss):
 Share-Based Compensation:
 Dividends:
 Off-Balance Sheet Arrangements:
 Recently Issued Accounting Pronouncements: Disclosures about Derivative Instruments and Hedging Activities, an amendment of FAS 133 Accounting for Derivative Instruments and Hedging Activities
 Business Combinations Non-controlling Interests in Consolidated Financial Statements
 55




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##### Table of Contents



The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
 Note 2:  Other Financial Statement Data
 Other Income (Expense), Net:
 2008
    
    
    2007
    
    
    2006(In millions)Interest income on investments
    
    $
    31.0
    
    
    $
    33.3
    
    
    $
    22.8Interest expense on borrowings
    
    
    (28.2
    )
    
    
    (16.3
    )
    
    
    (15.8
    )Interest income, net
    
    
    2.8
    
    
    
    17.0
    
    
    
    7.0Foreign exchange income (loss)
    
    
    (1.8
    )
    
    
    5.9
    
    
    
    0.5Gain (loss) on investments
    
    
    
    
    
    
    57.5
    
    
    
    (3.9
    )Impairment loss on available-for-sale securities
    
    
    (100.6
    )
    
    
    (29.4
    )
    
    
    Andrew merger termination proceeds, net
    
    
    
    
    
    
    
    
    
    
    3.8KRONE Brazil customs accrual reversal
    
    
    0.2
    
    
    
    0.2
    
    
    
    3.0Loss on sale of fixed assets
    
    
    (0.5
    )
    
    
    (0.7
    )
    
    
    (0.2
    )Other, net
    
    
    
    
    
    
    (1.7
    )
    
    
    0.2Subtotal
    
    
    (102.7
    )
    
    
    31.8
    
    
    
    3.4Total other income (expense), net
    
    $
    (99.9
    )
    
    $
    48.8
    
    
    $
    10.4
 The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments.
   56




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##### Table of Contents



Supplemental Cash Flow Information:
 2008
    
    
    2007
    
    
    2006(In millions)Income taxes paid, net of refunds received
    
    $
    3.5
    
    
    $
    12.9
    
    
    $
    5.4Interest paid
    
    $
    26.3
    
    
    $
    17.3
    
    
    $
    13.3
 Supplemental Schedule of Investing Activities:
 2008
    
    
    2007
    
    
    2006(In millions)Acquisitions:Fair value of assets acquired
    
    $
    (279.0
    )
    
    $
    (6.9
    )
    
    $
    Less: Liabilities assumed
    
    
    71.9
    
    
    
    5.3
    
    
    
    LGC options exchanged for ADC options
    
    
    3.0
    
    
    
    
    
    
    
    Cash acquired
    
    
    5.8
    
    
    
    
    
    
    
    Acquisitions, net of cash acquired
    
    $
    (198.3
    )
    
    $
    (1.6
    )
    
    $
    Divestitures:Proceeds from divestitures
    
    $
    
    
    
    $
    0.6
    
    
    $
    Cash disposed
    
    
    
    
    
    
    
    
    
    
    Divestitures, net of cash disposed
    
    $
    
    
    
    $
    0.6
    
    
    $
    
 Consolidated Balance Sheet Information:
 2008
    
    
    2007(In millions)Inventories:Manufactured products
    
    $
    132.9
    
    
    $
    135.7Purchased materials
    
    
    73.1
    
    
    
    70.6Work-in-process
    
    
    7.4
    
    
    
    4.6Less: Inventory reserve
    
    
    (50.7
    )
    
    
    (41.3
    )Total inventories, net
    
    $
    162.7
    
    
    $
    169.6Property and Equipment:Land and buildings
    
    $
    134.7
    
    
    $
    143.8Machinery and equipment
    
    
    404.6
    
    
    
    403.9Furniture and fixtures
    
    
    38.9
    
    
    
    39.0Less accumulated depreciation
    
    
    (407.7
    )
    
    
    (394.2
    )Total
    
    
    170.5
    
    
    
    192.5Construction-in-process
    
    
    6.6
    
    
    
    5.6Total property and equipment, net
    
    $
    177.1
    
    
    $
    198.1Other Assets:Notes receivable, net
    
    $
    0.7
    
    
    $
    1.5Deferred financing costs
    
    
    10.6
    
    
    
    2.4Deferred tax asset
    
    
    48.0
    
    
    
    50.6Long-term receivable
    
    
    4.2
    
    
    
    Investment in cost method investees
    
    
    15.1
    
    
    
    9.3Other
    
    
    7.7
    
    
    
    6.6Total other assets
    
    $
    86.3
    
    
    $
    70.4Other Accrued Liabilities:Deferred revenue
    
    $
    6.4
    
    
    $
    7.7Warranty reserve
    
    
    8.9
    
    
    
    7.7
 57




---



##### Table of Contents



2008
    
    
    2007(In millions)Accrued taxes (non-income)
    
    
    12.8
    
    
    
    20.3Non-trade payables
    
    
    42.9
    
    
    
    18.5Other
    
    
    
    
    
    
    0.5Total other accrued liabilities
    
    $
    71.0
    
    
    $
    54.7
  Note 3:  Acquisitions
 LGC
      Century Man
    58




---



##### Table of Contents



ANIHA
  KCL
  Andrew Corporation
   LGC
    
    
    Century ManDecember 3, 2007
    
    
    January 10, 2008(In millions)Current assets
    
    $
    47.6
    
    
    $
    33.8Intangible assets
    
    
    58.9
    
    
    
    13.0Goodwill
    
    
    85.3
    
    
    
    35.3Other long-term assets
    
    
    3.3
    
    
    
    1.8Total assets acquired
    
    
    195.1
    
    
    
    83.9Current liabilities
    
    
    42.9
    
    
    
    26.6Long-term liabilities
    
    
    2.4
    
    
    
    Total liabilities assumed
    
    
    45.3
    
    
    
    26.6Net assets acquired
    
    
    149.8
    
    
    
    57.3LGC options exchanged for ADC options
    
    
    3.0
    
    
    
    Less cash acquired
    
    
    0.8
    
    
    
    5.0Net cash paid
    
    $
    146.0
    
    
    $
    52.3
  2008
    
    
    2007
    
    
    2006(In millions, except per share data)Net sales
    
    $
    1,480.9
    
    
    $
    1,412.3
    
    
    $
    1,308.3Income (loss) from continuing operations (1)
    
    $
    (41.6
    )
    
    $
    119.6
    
    
    $
    92.8Net income (loss)
    
    $
    (40.0
    )
    
    $
    102.4
    
    
    $
    65.0Income (loss) per share from continuing operations  basic
    
    $
    (0.36
    )
    
    $
    1.02
    
    
    $
    0.79Income (loss) per share from continuing operations  diluted
    
    $
    (0.36
    )
    
    $
    0.98
    
    
    $
    0.79Net income (loss) per share  basic
    
    $
    (0.34
    )
    
    $
    0.87
    
    
    $
    0.56Net income (loss) per share  diluted
    
    $
    (0.34
    )
    
    $
    0.85
    
    
    $
    0.55
 59




---



##### Table of Contents



(1)
    
    Includes restructuring and impairment charges of $15.2 million, $7.8
million and $20.6 million for fiscal 2008, 2007 and 2006,
respectively, for the ADC stand-alone business.   Note 4:  Discontinued Operations
  APS Germany
  ADC Telecommunications Israel Ltd. (G-Connect)
  APS France
  Singl.e View
   2008
    
    
    2007
    
    
    2006(In millions)Net sales
    
    $
    37.2
    
    
    $
    54.0
    
    
    $
    86.2Income (loss) from discontinued operations, net
    
    $
    2.5
    
    
    $
    (12.4
    )
    
    $
    (5.6
    )Gain (loss) on sale or write-down of discontinued operations, net
    
    
    
    
    
    
    (4.8
    )
    
    
    (22.6
    )Total from discontinued operations
    
    $
    2.5
    
    
    $
    (17.2
    )
    
    $
    (28.2
    )
 60




---



##### Table of Contents



Note 5:  Net Income (Loss) from Continuing Operations Per Share
  2008
    
    
    2007
    
    
    2006(In millions, except per share 
data)Numerator:Net income (loss) from continuing operations
    
    $
    (44.4
    )
    
    $
    123.5
    
    
    $
    93.3Interest expense for convertible notes
    
    
    
    
    
    
    13.7
    
    
    
    $
    (44.4
    )
    
    $
    137.2
    
    
    $
    93.3Denominator:Weighted average common shares outstanding  basic
    
    
    117.1
    
    
    
    117.4
    
    
    
    117.1Convertible bonds converted to common stock
    
    
    
    
    
    
    14.2
    
    
    
    Employee options and other
    
    
    
    
    
    
    0.3
    
    
    
    0.3Weighted average common shares outstanding  diluted
    
    
    117.1
    
    
    
    131.9
    
    
    
    117.4Basic income (loss) per share from continuing operations
    
    $
    (0.38
    )
    
    $
    1.05
    
    
    $
    0.80Diluted income (loss) per share from continuing operations
    
    $
    (0.38
    )
    
    $
    1.04
    
    
    $
    0.79
   Convertible Shares
    
    
    Conversion(In millions)
    
    (In millions)
    
    
    Price$200
convertible subordinated notes, 1.0% fixed rate, paid June 2008
    
    
    7.1
    
    
    $
    28.091$200
convertible subordinated notes, 6-month LIBOR plus 0.375%, due
June 15, 2013
    
    
    7.1
    
    
    
    28.091$225
convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    8.3
    
    
    
    27.00$225
convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    7.9
    
    
    
    28.55Total
    
    
    23.3
  Note 6:  Investments
  Other-Than-TemporaryCost
    
    
    
    Unrealized
    

    
    
    Unrealized
    
    
    
    
    Impairment

    
    
    FairBasis
    
    
    
    Gain
    

    
    
    Loss
    
    
    
    
    Loss
    

    
    Value(In millions)Fiscal 2008Equity securities
    
    $
    0.1
    
    

    $
    
    

    

    $
    

    
    

    $
    
    

    
    $
    0.1Auction-rate securities
    
    
    169.8
    
    

    
    0.6
    

    

    
    

    
    

    
    (100.6
    )

    
    
    40.4
    (1)Total available-for-sale securities
    
    $
    169.9
    
    

    $
    0.6
    

    

    $
    

    
    

    $
    (100.6
    )

    
    $
    40.5Fiscal 2007U.S. Treasury and other U.S. government agencies
    
    $
    8.8
    
    

    $
    
    

    

    $
    

    
    

    $
    
    

    
    $
    8.8
 61




---



##### Table of Contents



Other-Than-TemporaryCost
    
    
    
    Unrealized
    

    
    
    Unrealized
    

    
    
    Impairment
    

    
    FairBasis
    
    

    Gain


    

    Loss


    

    Loss

    
    Value(In millions)Corporate bonds
    
    
    3.0
    
    

    
    
    

    

    
    
    

    

    
    
    

    
    
    3.0Auction-rate securities
    
    
    193.0
    
    

    
    
    

    

    
    
    

    

    
    (29.4
    )

    
    
    163.6Total available-for-sale securities
    
    $
    204.8
    
    

    $
    
    

    

    $
    
    

    

    $
    (29.4
    )

    
    $
    175.4
 
 (1)
    
    Net of cumulative losses of $130.0 million    Note 7:  Goodwill and Intangible Assets
   NetworkConnectivity


    

    Solutions


    
    Total(In millions)Balance as of October 31, 2006
    

    $
    238.5
    

    

    $
    
    

    
    $
    238.5Goodwill acquired during the year
    

    
    0.5
    

    

    
    
    

    
    
    0.5Other
    

    
    (0.6
    )

    

    
    
    

    
    
    (0.6
    )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
    

    
    $
    359.3
 Goodwill and Other Intangible Assets,
 62




---



##### Table of Contents



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)Gross
    
    

    
    
    

    
    
    
    
    

    EstimatedCarrying
    
    
    Accumulated
    

    
    
    
    
    

    Life Range2007
    
    Amounts
    
    

    Amortization


    
    Net
    
    

    (In Years)(In millions)Technology
    
    $
    54.0
    
    

    $

    29.9
    

    
    $
    24.1
    
    

    
    5-7Trade name/trademarks
    
    
    26.2
    
    

    
    5.5
    

    
    
    20.7
    
    

    
    5-20Distributor network
    
    
    10.1
    
    

    
    3.5
    

    
    
    6.6
    
    

    
    10Customer list
    
    
    41.8
    
    

    
    16.3
    

    
    
    25.5
    
    

    
    2Patents
    
    
    46.0
    
    

    
    21.5
    

    
    
    24.5
    
    

    
    3-7Non-compete agreements
    
    
    13.6
    
    

    
    6.8
    

    
    
    6.8
    
    

    
    2-5Other
    
    
    26.1
    
    

    
    12.4
    

    
    
    13.7
    
    

    
    1-13Total
    
    $
    217.8
    
    

    $


    95.9
    

    
    $
    121.9
    
    

    
    8
    (1)
 
 (1)
    
    Weighted average life.  (In millions)2009
    
    $
    38.12010
    
    
    32.02011
    
    
    24.42012
    
    
    21.72013
    
    
    16.7Thereafter
    
    
    28.2Total
    
    $
    161.1
  63




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##### Table of Contents



Note 8:  Notes Payable
  (In millions)
    
    October 31, 2008
    
    
    October 31, 2007
    
    
    October 31, 2006Convertible subordinated notes, 1.0% fixed rate, due June 15, 2008
    
    $
    
    
    
    $
    200.0
    
    
    $
    200.0Convertible subordinated notes, six-month LIBOR plus 0.375%, due
June 15, 2013
    
    
    200.0
    
    
    
    200.0
    
    
    
    200.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    
    
    
    
    Convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    
    
    
    
    Total convertible subordinated notes
    
    
    650.0
    
    
    
    400.0
    
    
    
    400.0Note, 1.5% fixed rate, due July 10, 2012
    
    
    0.6
    
    
    
    0.7
    
    
    
    Note, variable rate, renews monthly
    
    
    0.5
    
    
    
    0.5
    
    
    
    LGC capital leases, various due dates
    
    
    0.7
    
    
    
    
    
    
    
    Century Man notes, variable rate, various due dates
    
    
    1.5
    
    
    
    
    
    
    
    Total debt
    
    
    653.3
    
    
    
    401.2
    
    
    
    400.0Less: Current portion of long-term debt
    
    
    2.6
    
    
    
    200.6
    
    
    
    Long-term debt and capital lease obligations
    
    $
    650.7
    
    
    $
    200.6
    
    
    $
    400.0
    64




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##### Table of Contents



1 2
    Note 9:  Common Stock Repurchase Plan and Shareowner Rights Plan
   65




---



##### Table of Contents



Note 10:  Income Taxes
  2008
    
    
    2007
    
    
    2006(In millions)United States
    
    $
    (26.6
    )
    
    $
    144.5
    
    
    $
    77.1Foreign
    
    
    (11.6
    )
    
    
    (17.7
    )
    
    
    (21.5
    )Total income (loss) before income taxes
    
    $
    (38.2
    )
    
    $
    126.8
    
    
    $
    55.6
   2008
    
    
    2007
    
    
    2006(In millions)Current taxes:Federal
    
    $
    (0.4
    )
    
    $
    0.3
    
    
    $
    3.4Foreign
    
    
    2.4
    
    
    
    8.3
    
    
    
    5.8State
    
    
    0.6
    
    
    
    0.5
    
    
    
    0.42.6
    
    
    
    9.1
    
    
    
    9.6Deferred taxes:Federal
    
    
    4.4
    
    
    
    (5.0
    )
    
    
    (46.7
    )Foreign
    
    
    (0.8
    )
    
    
    (0.8
    )
    
    
    (0.6
    )State
    
    
    
    
    
    
    
    
    
    
    3.6
    
    
    
    (5.8
    )
    
    
    (47.3
    )Total (benefit) provision
    
    $
    6.2
    
    
    $
    3.3
    
    
    $
    (37.7
    )As follows, the effective income tax rate differs from the federal statutory rate from
continuing operations:2008
    
    
    2007
    
    
    2006Federal statutory rate
    
    
    35
    %
    
    
    35
    %
    
    
    35
    %Change in deferred tax asset valuation allowance
    
    
    (59
    )
    
    
    (24
    )
    
    
    (131
    )State income taxes, net
    
    
    
    
    
    
    1
    
    
    
    1Foreign income taxes
    
    
    13
    
    
    
    (11
    )
    
    
    24Other, net
    
    
    (5
    )
    
    
    2
    
    
    
    3Effective income tax rate
    
    
    (16
    )%
    
    
    3
    %
    
    
    (68
    )%
  2008
    
    
    2007(In millions)Current deferred tax assets:Asset valuation reserves
    
    $
    17.6
    
    
    $
    9.8Accrued liabilities
    
    
    28.3
    
    
    
    20.8Net operating loss and tax credit carryover
    
    
    7.0
    
    
    
    6.0Subtotal
    
    
    52.9
    
    
    
    36.6Non-current deferred tax assets:Intangible assets
    
    
    188.4
    
    
    
    212.4Depreciation
    
    
    15.8
    
    
    
    14.9Net operating loss and tax credit carryover
    
    
    541.4
    
    
    
    545.1Capital loss carryover
    
    
    212.4
    
    
    
    212.8Investments and other
    
    
    63.0
    
    
    
    20.9Subtotal
    
    
    1,021.0
    
    
    
    1,006.1Total deferred tax assets
    
    
    1,073.9
    
    
    
    1,042.7
 66




---



##### Table of Contents



2008
    
    
    2007(In millions)Current deferred tax liabilities:Accrued liabilities
    
    
    (3.6
    )
    
    
    (4.1
    )Subtotal
    
    
    (3.6
    )
    
    
    (4.1
    )Non-current deferred tax liabilities:Intangible assets
    
    
    (45.7
    )
    
    
    (34.0
    )Investments and other
    
    
    (9.2
    )
    
    
    (8.3
    )Subtotal
    
    
    (54.9
    )
    
    
    (42.3
    )Total deferred tax liabilities
    
    
    (58.5
    )
    
    
    (46.4
    )Net deferred tax assets
    
    
    1,015.4
    
    
    
    996.3Deferred tax asset valuation allowance
    
    
    (965.1
    )
    
    
    (944.5
    )Net deferred tax asset
    
    $
    50.3
    
    
    $
    51.8
 Accounting for Income Taxes,
        67




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##### Table of Contents



FIN 48, Uncertain Tax Positions
   (In millions)Increase in retained earnings
    
    $
    1.4Decrease in goodwill in connection with the KRONE acquisition
    
    
    0.9Decrease in cumulative translation adjustment
    
    
    1.5Increase in net deferred income tax assets
    
    
    5.8Increase in liabilities for unrecognized income tax benefits
    
    
    5.0
  (In millions)Balance at November 1, 2007
    
    $
    34.8Increases due to tax positions related to the current year
    
    
    2.8Increases due to tax position of prior years
    
    
    0.1Impact of changes in exchange rates
    
    
    (2.2
    )Reductions due to tax positions of prior years
    
    
    (0.3
    )Settlements with tax authorities
    
    
    (1.1
    )Reductions due to the lapse of the applicable statute of limitations
    
    
    (6.5
    )Balance at October 31, 2008
    
    $
    27.6
    Major Jurisdictions
    
    Open Tax YearsAustralia
    
    
    2004-2008Germany
    
    
    2002-2008Hong Kong
    
    
    2002-2008United Kingdom
    
    
    2007-2008United States
    
    
    2005-2008
 Note 11:  Employee Benefit Plans
 Retirement Savings Plans:
 68




---



##### Table of Contents



Pension Benefits:
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and
132(R)
  October 31,2008
    
    
    2007(In millions)Change in benefit obligationBeginning balance
    
    $
    71.3
    
    
    $
    69.2Service cost
    
    
    0.1
    
    
    
    0.2Interest cost
    
    
    3.8
    
    
    
    3.2Actuarial gain
    
    
    (8.3
    )
    
    
    (6.0
    )Foreign currency exchange rate changes
    
    
    (6.0
    )
    
    
    8.6Benefit payments
    
    
    (4.5
    )
    
    
    (3.9
    )Ending balance
    
    $
    56.4
    
    
    $
    71.3Funded status of the planPlan assets at fair value less than benefit obligation
    
    $
    (56.4
    )
    
    $
    (71.3
    )Amounts recognized in the Consolidated Balance SheetLiabilitiesCurrent liability
    
    $
    (3.7
    )
    
    $
    (3.0
    )Other long-term liability
    
    
    (52.7
    )
    
    
    (68.3
    )Total liabilities
    
    $
    (56.4
    )
    
    $
    (71.3
    )Accumulated other comprehensive (income) loss, pre-taxNet (gain) loss
    
    $
    (7.1
    )
    
    $
    (0.8
    )Total accumulated other comprehensive income
    
    $
    (7.1
    )
    
    $
    (0.8
    )
  Before
    
    
    
    
    
    
    AfterApplication
    
    
    
    
    
    
    Applicationof SFAS 158
    
    
    Adjustments
    
    
    of SFAS 158(In millions)Liability for pension benefits
    
    $
    71.5
    
    
    $
    (0.2
    )
    
    $
    71.3Total liabilities
    
    $
    757.4
    
    
    $
    (0.2
    )
    
    $
    757.2Accumulated other comprehensive income (loss), net of tax
    
    $
    2.5
    
    
    $
    0.2
    
    
    $
    2.7Total shareowners investment
    
    $
    1,007.4
    
    
    $
    0.2
    
    
    $
    1,007.6
 69




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##### Table of Contents



2008
    
    
    2007
    
    
    2006(In millions)Service cost
    
    $
    0.1
    
    
    $
    0.2
    
    
    $
    0.2Interest cost
    
    
    3.8
    
    
    
    3.2
    
    
    
    2.9Net periodic pension cost
    
    $
    3.9
    
    
    $
    3.4
    
    
    $
    3.1
  October 31,2008
    
    
    2007
    
    
    2006Weighted average assumptions used to determine benefit obligationsDiscount rate
    
    
    6.25
    %
    
    
    5.25
    %
    
    
    4.50
    %Compensation rate increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    2.50
    %Weighted average assumptions used to determine net cost for the years endedDiscount rate
    
    
    5.25
    %
    
    
    4.50
    %
    
    
    4.25
    %Compensation rate increase
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    2.50
    %
   (In millions)2009
    
    $
    4.52010
    
    
    4.52011
    
    
    4.52012
    
    
    4.62013
    
    
    4.7Five Years Thereafter
    
    $
    24.2
 Note 12:  Share-Based Compensation
     70




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##### Table of Contents



Stock Options
    
    
    RestrictedStock
    
    
    Weighted Average
    
    
    StockOptions
    
    
    Exercise Price
    
    
    Units(In millions)
    
    
    
    
    
    
    (In millions)Outstanding at October 31, 2005
    
    
    6.8
    
    
    $
    28.95
    
    
    
    0.4Granted
    
    
    1.0
    
    
    
    23.83
    
    
    
    0.4Exercised
    
    
    (0.6
    )
    
    
    (16.60
    )
    
    
    Restrictions lapsed
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Canceled
    
    
    (0.6
    )
    
    
    (31.06
    )
    
    
    (0.1
    )Outstanding at October 31, 2006
    
    
    6.6
    
    
    
    29.08
    
    
    
    0.6Granted
    
    
    1.4
    
    
    
    14.90
    
    
    
    0.8Exercised
    
    
    (0.4
    )
    
    
    (15.84
    )
    
    
    Restrictions lapsed
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Canceled
    
    
    (0.9
    )
    
    
    (36.07
    )
    
    
    (0.2
    )Outstanding at October 31, 2007
    
    
    6.7
    
    
    
    25.46
    
    
    
    1.1Granted
    
    
    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
    
    
    
    1.8Exercisable at October 31, 2008
    
    
    4.8
    
    
    $
    26.29
    
    
    
    
  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  - 14.42
    
    
    286,929
    
    
    
    5.18
    
    
    $
    7.83
    
    
    
    243,004
    
    
    $
    7.3414.59  - 14.59
    
    
    1,029,105
    
    
    
    5.07
    
    
    
    14.59
    
    
    
    266,709
    
    
    
    14.5914.63  - 15.82
    
    
    752,062
    
    
    
    4.20
    
    
    
    15.73
    
    
    
    688,724
    
    
    
    15.7716.03  - 17.76
    
    
    1,058,564
    
    
    
    5.63
    
    
    
    17.37
    
    
    
    431,005
    
    
    
    16.9517.92  - 18.76
    
    
    758,034
    
    
    
    5.84
    
    
    
    18.72
    
    
    
    558,925
    
    
    
    18.7319.11  - 20.44
    
    
    991,653
    
    
    
    3.50
    
    
    
    20.05
    
    
    
    982,503
    
    
    
    20.0620.79  - 23.91
    
    
    694,335
    
    
    
    6.75
    
    
    
    23.80
    
    
    
    375,240
    
    
    
    23.7524.01  - 37.94
    
    
    814,376
    
    
    
    3.32
    
    
    
    31.10
    
    
    
    795,000
    
    
    
    31.2342.77  - 286.56
    
    
    422,242
    
    
    
    1.32
    
    
    
    87.10
    
    
    
    422,242
    
    
    
    87.10293.56  - 293.56
    
    
    2,614
    
    
    
    1.69
    
    
    
    293.56
    
    
    
    2,614
    
    
    
    293.566,809,914
    
    
    
    4.65
    
    
    $
    23.64
    
    
    
    4,765,966
    
    
    $
    26.29
  2008
    
    
    2007
    
    
    2006Expected volatility
    
    
    44.05
    %
    
    
    52.51
    %
    
    
    57.70
    %Risk free interest rate
    
    
    2.98
    %
    
    
    4.45
    %
    
    
    4.34
    %Expected dividends
    
    
    
    
    
    
    
    
    
    
    Expected term (in years)
    
    
    4.7
    
    
    
    4.6
    
    
    
    4.9
 71




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##### Table of Contents



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, 2005
    
    $
    
    
    
    $
    (17.7
    )
    
    $
    (0.7
    )
    
    $
    (7.2
    )
    
    $
    (25.6
    )Translation gain
    
    
    
    
    
    
    11.8
    
    
    
    
    
    
    
    
    
    
    
    11.8Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.9
    
    
    
    2.9Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    0.7Balance, October 31, 2006
    
    
    
    
    
    
    (5.9
    )
    
    
    
    
    
    
    (4.3
    )
    
    
    (10.2
    )Translation gain
    
    
    
    
    
    
    7.8
    
    
    
    
    
    
    
    
    
    
    
    7.8Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.9
    
    
    
    4.9Adoption of SFAS 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2Balance, October 31, 2007
    
    
    
    
    
    
    1.9
    
    
    
    
    
    
    
    0.8
    
    
    
    2.7Translation 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
    )
  Note 14:  Commitments and Contingencies
 Letters of Credit:
 Operating Leases:
  72




---



##### Table of Contents



(In millions)2009
    
    $
    23.12010
    
    
    19.22011
    
    
    12.92012
    
    
    10.42013
    
    
    8.1Thereafter
    
    
    11.1Total
    
    $
    84.8
  Legal Contingencies:
 Purchase Obligations:
 Other Contingencies:
 Change of Control:
 Note 15:  Segment and Geographic Information
 Segment Information
    
    
    Connectivity
    
    Network Solutions
    
    Professional Services
 73




---



##### Table of Contents



Connectivity
 Network Solutions
 Professional Services
   Restructuring,Network
    
    
    Professional
    
    
    
    
    
    
    Impairment and
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    Other Charges
    
    
    Consolidated(In millions)2008External net sales:Products
    
    $
    1,105.2
    
    
    $
    145.3
    
    
    $
    49.2
    
    
    $
    1,299.7
    
    
    $
    
    
    
    $
    1,299.7Services
    
    
    
    
    
    
    24.2
    
    
    
    132.5
    
    
    
    156.7
    
    
    
    
    
    
    
    156.7Total external net sales
    
    $
    1,105.2
    
    
    $
    169.5
    
    
    $
    181.7
    
    
    $
    1,456.4
    
    
    $
    
    
    
    $
    1,456.4Depreciation and amortization
    
    $
    60.5
    
    
    $
    15.9
    
    
    $
    5.9
    
    
    $
    82.3
    
    
    $
    
    
    
    $
    82.3Operating income (loss)
    
    $
    115.5
    
    
    $
    (39.5
    )
    
    $
    0.9
    
    
    $
    76.9
    
    
    $
    15.2
    
    
    $
    61.72007External net sales:Products
    
    $
    1,014.9
    
    
    $
    97.7
    
    
    $
    57.6
    
    
    $
    1,170.2
    
    
    $
    
    
    
    $
    1,170.2Services
    
    
    
    
    
    
    
    
    
    
    106.5
    
    
    
    106.5
    
    
    
    
    
    
    
    106.5Total external net sales
    
    $
    1,014.9
    
    
    $
    97.7
    
    
    $
    164.1
    
    
    $
    1,276.7
    
    
    $
    
    
    
    $
    1,276.7Depreciation and amortization
    
    $
    58.9
    
    
    $
    5.3
    
    
    $
    3.8
    
    
    $
    68.0
    
    
    $
    
    
    
    $
    68.0Operating income (loss)
    
    $
    100.7
    
    
    $
    (10.4
    )
    
    $
    5.5
    
    
    $
    95.8
    
    
    $
    17.8
    
    
    $
    78.02006External net sales:Products
    
    $
    980.2
    
    
    $
    97.6
    
    
    $
    58.3
    
    
    $
    1,136.1
    
    
    $
    
    
    
    $
    1,136.1Services
    
    
    
    
    
    
    
    
    
    
    95.8
    
    
    
    95.8
    
    
    
    
    
    
    
    95.8Total external net sales
    
    $
    980.2
    
    
    $
    97.6
    
    
    $
    154.1
    
    
    $
    1,231.9
    
    
    $
    
    
    
    $
    1,231.9Depreciation and amortization
    
    $
    55.0
    
    
    $
    5.8
    
    
    $
    6.5
    
    
    $
    67.3
    
    
    $
    
    
    
    $
    67.3Operating income (loss)
    
    $
    83.6
    
    
    $
    (13.1
    )
    
    $
    (4.7
    )
    
    $
    65.8
    
    
    $
    20.6
    
    
    $
    45.2
  Geographic Information
  74




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##### Table of Contents



Geographic Sales Information
    
    2008
    
    
    2007
    
    
    2006(In millions)Inside the United States
    
    $
    862.8
    
    
    $
    803.8
    
    
    $
    750.5Outside the United States:Asia Pacific (Australia, China, Hong Kong, India, Japan,
Korea, New Zealand, Southeast Asia and Taiwan)
    
    
    187.3
    
    
    
    135.4
    
    
    
    109.1EMEA (Africa, Europe (Excluding Germany) and Middle East)
    
    
    248.8
    
    
    
    192.3
    
    
    
    183.0Germany(1)
    
    
    51.5
    
    
    
    50.2
    
    
    
    95.6Americas (Canada, Central and South America)
    
    
    106.0
    
    
    
    95.0
    
    
    
    93.7Total sales
    
    $
    1,456.4
    
    
    $
    1,276.7
    
    
    $
    1,231.9Property and Equipment, Net:Inside the United States
    
    $
    113.4
    
    
    $
    121.3Outside the United States
    
    
    63.7
    
    
    
    76.8Total property and equipment, net
    
    $
    177.1
    
    
    $
    198.1
 
 (1)
    
    Due to the significance of its sales, Germany is broken out for geographic purposes.
Other than in the U.S., no single country has property and equipment sufficiently
material to disclose. Note 16:  Impairment, Restructuring, and Other Disposal Charges
  2008
    
    
    2007
    
    
    2006(In millions)Impairments:Fixed asset write-downs
    
    $
    0.7
    
    
    $
    2.3
    
    
    $
    1.2Patents/intangibles
    
    
    3.4
    
    
    
    
    
    
    
    Total impairment charges
    
    
    4.1
    
    
    
    2.3
    
    
    
    1.2Restructuring charges:Employee severance
    
    
    10.4
    
    
    
    4.7
    
    
    
    14.4Facilities consolidation and lease termination
    
    
    0.7
    
    
    
    0.8
    
    
    
    5.0Total restructuring charges
    
    
    11.1
    
    
    
    5.5
    
    
    
    19.4Other disposal charges:Inventory write-offs
    
    
    14.0
    
    
    
    8.9
    
    
    
    Total impairment, restructuring and other disposal charges
    
    $
    29.2
    
    
    $
    16.7
    
    
    $
    20.6
 Impairment Charges:
  Restructuring Charges:
  75




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##### Table of Contents



Other Disposal Charges:
  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
    
    
    $
    16.7Accrual
    
    
    Continuing
    
    
    
    
    
    
    AccrualOctober 31,
    
    
    Operations
    
    
    Cash
    
    
    October 31,Type of Charge
    
    2006
    
    
    Net Additions
    
    
    Charges
    
    
    2007(In millions)Employee severance costs
    
    $
    12.5
    
    
    $
    4.7
    
    
    $
    12.1
    
    
    $
    5.1Facilities consolidation
    
    
    15.3
    
    
    
    0.8
    
    
    
    4.3
    
    
    
    11.8Total
    
    $
    27.8
    
    
    $
    5.5
    
    
    $
    16.4
    
    
    $
    16.9
  Note 17:  Quarterly Financial Data (Unaudited)
 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:
 76




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##### Table of Contents



First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In millions, except earnings 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
    
    $
    131.0
    
    
    $
    157.5
    
    
    $
    165.0
    
    
    $
    140.1
    
    
    $
    593.6
 First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In millions, except earnings per share)2007Net Sales
    
    $
    283.6
    
    
    $
    337.9
    
    
    $
    334.9
    
    
    $
    320.3
    
    
    $
    1,276.7Cost of Sales
    
    
    188.8
    
    
    
    217.2
    
    
    
    221.2
    
    
    
    206.9
    
    
    
    834.1Gross Profit
    
    
    94.8
    
    
    
    120.7
    
    
    
    113.7
    
    
    
    113.4
    
    
    
    442.6Operating Expenses:Research and development
    
    
    16.8
    
    
    
    17.7
    
    
    
    17.6
    
    
    
    17.5
    
    
    
    69.6Selling and administration
    
    
    69.2
    
    
    
    67.9
    
    
    
    67.8
    
    
    
    82.3
    
    
    
    287.2Impairment charges
    
    
    
    
    
    
    0.1
    
    
    
    1.5
    
    
    
    0.7
    
    
    
    2.3Restructuring charges
    
    
    0.6
    
    
    
    (2.1
    )
    
    
    5.6
    
    
    
    1.4
    
    
    
    5.5Total operating expenses
    
    
    86.6
    
    
    
    83.6
    
    
    
    92.5
    
    
    
    101.9
    
    
    
    364.6Operating Income
    
    
    8.2
    
    
    
    37.1
    
    
    
    21.2
    
    
    
    11.5
    
    
    
    78.0Other Income (Expense), Net
    
    
    3.6
    
    
    
    61.6
    
    
    
    5.2
    
    
    
    (21.6
    )
    
    
    48.8Income (Loss) Before Income Taxes
    
    
    11.8
    
    
    
    98.7
    
    
    
    26.4
    
    
    
    (10.1
    )
    
    
    126.8Provision (Benefit) for Income Taxes
    
    
    1.1
    
    
    
    2.7
    
    
    
    2.0
    
    
    
    (2.5
    )
    
    
    3.3Income (Loss) From Continuing Operations
    
    
    10.7
    
    
    
    96.0
    
    
    
    24.4
    
    
    
    (7.6
    )
    
    
    123.5Discontinued Operations, Net of Tax
    
    
    (7.1
    )
    
    
    (3.9
    )
    
    
    (7.8
    )
    
    
    1.6
    
    
    
    (17.2
    )Net Income (Loss)
    
    $
    3.6
    
    
    $
    92.1
    
    
    $
    16.6
    
    
    $
    (6.0
    )
    
    $
    106.3Average Common Shares Outstanding  Basic
    
    
    117.2
    
    
    
    117.3
    
    
    
    117.4
    
    
    
    117.5
    
    
    
    117.4Average Common Shares Outstanding  Diluted
    
    
    117.3
    
    
    
    131.8
    
    
    
    117.8
    
    
    
    117.5
    
    
    
    131.9Basic Income (Loss) Per Share:Continuing operations
    
    $
    0.09
    
    
    $
    0.82
    
    
    $
    0.21
    
    
    $
    (0.07
    )
    
    $
    1.05Discontinued operations
    
    $
    (0.06
    )
    
    $
    (0.03
    )
    
    $
    (0.07
    )
    
    $
    0.02
    
    
    $
    (0.14
    )Net Income (Loss)
    
    $
    0.03
    
    
    $
    0.79
    
    
    $
    0.14
    
    
    $
    (0.05
    )
    
    $
    0.91Diluted Income (Loss) Per Share:Continuing operations
    
    $
    0.09
    
    
    $
    0.75
    
    
    $
    0.21
    
    
    $
    (0.07
    )
    
    $
    1.04Discontinued operations
    
    $
    (0.06
    )
    
    $
    (0.03
    )
    
    $
    (0.07
    )
    
    $
    0.02
    
    
    $
    (0.13
    )Net Income (Loss)
    
    $
    0.03
    
    
    $
    0.72
    
    
    $
    0.14
    
    
    $
    (0.05
    )
    
    $
    0.91Net Sales Outside the United States
    
    $
    111.1
    
    
    $
    112.2
    
    
    $
    119.7
    
    
    $
    129.9
    
    
    $
    472.9
 Fiscal Year
    77




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##### Table of Contents



Discontinued Operations
  Note 18: Subsequent Events
   78




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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
   79




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
         
 80




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##### Table of Contents



Item 9B. OTHER INFORMATION
  81




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##### Table of Contents



PART III
 
 Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   www.adc.com/investorrelations/corporategovernance.
  
 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
  82




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##### Table of Contents



PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Listing of Financial Statements
         Listing of Financial Statement Schedules
    Listing of Exhibits
  83




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##### Table of Contents



SIGNATURES
  ADC TELECOMMUNICATIONS, INC.By:
    /s/ Robert E. SwitzRobert E. SwitzChairman, President and Chief Executive Officer   /s/  Robert E. Switz
    
    Chairman, President and
    
    Dated: December 19, 2008Robert E. Switz
    
    Chief Executive Officer
(principal executive officer)/s/  James G. Mathews
    
    Vice President and
    
    Dated: December 19, 2008James G. Mathews
    
    Chief Financial Officer
(principal financial officer)/s/  Steven G. Nemitz
    
    Vice President and Controller
    
    Dated: December 19, 2008Steven G. Nemitz
    
    (principal accounting officer)J. Kevin Gilligan*
    
    Lead DirectorJohn A. Blanchard III *
    
    DirectorJohn J. Boyle III *
    
    DirectorMickey P. Foret *
    
    DirectorLois M. Martin*
    
    DirectorKrish A. Prabhu, PhD*
    
    DirectorJohn E. Rehfeld*
    
    DirectorDavid A. Roberts*
    
    DirectorWilliam R. Spivey*
    
    DirectorLarry W. Wangberg*
    
    DirectorJohn D. Wunsch*
    
    Director
 *By:
    
    /s/  James G. Mathews

JamesG. Mathews
    
    
    
    Dated: December 19, 2008Attorney-in-Fact
 84




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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 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
    
    
    
    8.9Fiscal 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
    
    
    
    7.7Fiscal 2006Allowance for doubtful accounts & notes receivable
    
    $
    19.7
    
    
    $
    
    
    
    $
    (0.2
    )
    
    $
    9.4
    
    
    $
    10.1Inventory reserve
    
    
    35.6
    
    
    
    
    
    
    
    9.1
    
    
    
    9.6
    
    
    
    35.1Warranty accrual
    
    
    10.4
    
    
    
    
    
    
    
    4.5
    
    
    
    5.9
    
    
    
    9.0
 85




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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.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 filed
on 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 July 30, 2003, between ADC
Telecommunications, Inc. and Computershare Investor Services, LLC as Rights Agent.
(Incorporated by reference to Exhibit 4-b to ADCs Form 8-A/A filed on July 31,
2003.)4.3
    
    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
    
    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, 2007.4.5
    
    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 2015). (Incorporated by reference to Exhibit 4.1 to ADCs Current Report on
Form 8-K dated December 19, 2007.)4.6
    
    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.)10.1
    
    ADC Telecommunications, Inc. Global Stock Incentive Plan, amended and restated as of
December 12, 2006. (Incorporated by reference to Exhibit 10-a of ADCs Annual Report
on Form 10-K for the year ended October 31, 2007.)10.2
    
    ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.2 of ADCs Quarterly Report on Form 10-Q for the quarter
ended May 2, 2008.)
 86




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##### Table of Contents



ExhibitNumber
    
    Description10.3
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2007.
(Incorporated by reference to Exhibit 10-d to ADCs Annual Report on Form 10-K/A
dated March 13, 2007.)10.4
    
    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.)10.5*
    
    ADC Telecommunications, Inc. Management Incentive Plan for Fiscal Year 2009.10.6*
    
    ADC Telecommunications, Inc. Executive Management Incentive Plan for Fiscal Year 2009.10.7
    
    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.)10.8
    
    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.)10.9
    
    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.)10.10
    
    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.)10.11
    
    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.)10.12
    
    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.)10.13
    
    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.)10.14
    
    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.)10.15
    
    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.)10.16
    
    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.)10.17
    
    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.)10.18
    
    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.)10.19
    
    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.)10.20
    
    Summary of Executive Perquisite Allowances. (Incorporated by reference to
Exhibit 10-cc to ADCs Annual Report on Form 10-K for the fiscal year ended
October 31, 2003.)10.21
    
    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.)10.22
    
    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.)10.23
    
    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.)
 87




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##### Table of Contents



ExhibitNumber
    
    Description10.24
    
    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.)10.25
    
    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.)10.26
    
    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.)10.27
    
    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.)10.28
    
    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.)10.29
    
    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.)10.30
    
    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.)10.31
    
    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.)10.32
    
    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.)10.33
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
Global Stock Incentive Plan beginning December 18, 2006. (Incorporated by reference
to Exhibit 10-ee to ADCs Annual Report on Form 10-K for the fiscal year ended
October 31, 2006.)10.34
    
    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.)10.35
    
    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.)10.36
    
    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 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.)10.37
    
    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 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.)10.38
    
    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.)
 88




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##### Table of Contents



ExhibitNumber
    
    Description10.39
    
    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.)10.40
    
    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.)10.41
    
    Credit Agreement between ADC Telecommunications, Inc., certain institutional lenders,
Wachovia Bank, N.A. as documentation agent, RBS Citizens, National Association as
syndication agent, JPMorgan Chase Bank, N.A. as administrative agent, and J.P. Morgan
Securities, Inc. as sole bookrunner and sole lead arranger dated April 3, 2008.
(Incorporated by reference to Exhibit 10.1 of ADCs Current Report on Form 8-K filed
April 9, 2008.)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 Form 10-K.
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