UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended May 30, 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 number: 0-12867
 3COM CORPORATION
  Delaware
    
    94-2605794(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)350 Campus DriveMarlborough, Massachusetts
    
    01752(Address of principal executive offices)
    
    (Zip Code)
 (508) 323-1000
 N/A
 :
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value per share
    
    The NASDAQ Global Select MarketPreferred Stock Purchase Rights
    
    The NASDAQ Global Select Market
 NONE
  þ o
  o þ
  þ o
  o o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Class
    
    Outstanding at July 10, 2009Common Stock, $0.01 par value per share
    
    391,069,877 shares
 DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Parts Into Which IncorporatedProxy Statement for the Annual
Meeting of Stockholders held
September 24, 2008 (Proxy Statement)
    
    Part III, to the extent stated herein




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##### 



EXPLANATORY NOTE
 Schedule I  Consolidated Financial Statements of Parent
 1




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##### 



PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    (1)
    List of Financial Statements:Report of Independent Registered Public Accounting FirmConsolidated Statements of Operations for the years ended May 31, 2008, 2007, and 2006Consolidated Balance Sheets as of May 31, 2008 and 2007Consolidated Statements of Stockholders Equity for the years ended May 31, 2008, 2007, and 2006Consolidated Statements of Cash Flows for the years ended May 31, 2008, 2007, and 2006Notes to Consolidated Financial Statements(2)
    List of Financial Statement Schedules:Schedule I  Condensed Financial Information of RegistrantSchedule II  Valuation and Qualifying Accounts and Reserves(3)
    Exhibits  See Exhibit Index in this Item 15 of this Form 10-K.(b)
    
    See Exhibit Index in this Item 15 of this Form 10-K.(c)
    
    Financial Statement Schedules  See Financial Statement Schedules in this Item 15 of this Form
10-K.
 EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Master Separation and Distribution
Agreement between the Registrant and Palm,
Inc. effective as of December 13, 1999
    
    10-Q
    
    002-92053
    
    
    2.1
    
    
    4/4/002.2
    
    Indemnification and Insurance Matters
Agreement between the Registrant and Palm,
Inc.
    
    10-Q
    
    002-92053
    
    
    2.11
    
    
    4/4/002.3
    
    Agreement and Plan of Merger, dated
December 13, 2004, by and among the
Registrant, Topaz Acquisition Corporation
and TippingPoint Technologies, Inc.
    
    8-K
    
    000-12867
    
    
    2.1
    
    
    12/16/042.4
    
    Securities Purchase Agreement by and among
3Com Corporation, 3Com Technologies, Huawei
Technologies Co., Ltd. and Shenzhen Huawei
Investment & Holding Co., Ltd., dated as of
October 28, 2005
    
    8-K/A
    
    000-12867
    
    
    2.1
    
    
    3/30/062.5
    
    Stock Purchase Agreement by and between
Shenzhen Huawei Investment & Holding Co.,
Ltd. and 3Com Technologies, dated as of
December 22, 2006
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    12/27/062.6
    
    Agreement and Plan of Merger by and among
Diamond II Holdings, Inc., Diamond II
Acquisition Corp. and 3Com Corporation,
dated as of September 28, 2007
    
    8-K/A
    
    000-12867
    
    
    2.1
    
    
    9/28/073.1
    
    Corrected Certificate of Merger filed to
correct an error in the Certificate of
Merger
    
    10-Q
    
    002-92053
    
    
    3.4
    
    
    10/8/993.2
    
    Registrants Bylaws, as amended on March
23, 2005
    
    8-K
    
    000-12867
    
    
    3.1
    
    
    3/28/05
  2




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith3.3
    
    Certificate of Designation of Rights,
Preferences and Privileges of Series A
Participating Preferred Stock
    
    10-Q
    
    000-12867
    
    
    3.6
    
    
    10/11/014.1
    
    Third Amended and Restated Preferred Shares
Rights Agreement, dated as of November 4,
2002 (Rights Plan)
    
    8-A/A
    
    000-12867
    
    
    4.1
    
    
    11/27/024.2
    
    Amendment No. 1 to Rights Plan, dated as of
September 28, 2007
    
    8-K/A
    
    000-12867
    
    
    4.1
    
    
    9/28/0710.1
    
    3Com Corporation 1983 Stock Option Plan, as
amended and restated effective September
30, 2001*
    
    10-Q
    
    000-12867
    
    
    10.1
    
    
    1/11/0210.2
    
    3Com Corporation 1984 Employee Stock
Purchase Plan, amended and restated as of
June 18, 2008 (subject to shareholder
approval)*
    
    10-K
    
    000-12867
    
    
    10.2
    
    
    7/25/0810.3
    
    3Com Corporation Director Stock Option
Plan, as amended*
    
    10-Q
    
    000-12867
    
    
    10.4
    
    
    10/10/0310.4
    
    3Com Corporation Restricted Stock Plan, as
amended July 1, 2001*
    
    10-K
    
    000-12867
    
    
    10.6
    
    
    8/2/0210.5
    
    3Com Corporation 1994 Stock Option Plan, as
amended and restated effective April 30,
2002*
    
    10-K
    
    000-12867
    
    
    10.7
    
    
    8/2/0210.6
    
    3Com Corporation 2003 Stock Plan, as
amended*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    10/3/0510.7
    
    Stand Alone Stock Option Agreement dated
January 25, 2006 by and between R. Scott
Murray and 3Com Corporation *
    
    10-Q
    
    000-12867
    
    
    10.8
    
    
    4/10/0610.8
    
    Stand Alone Stock Option Agreement dated
September 5, 2006 by and between Edgar
Masri and 3Com Corporation *
    
    10-Q
    
    000-12867
    
    
    10.2
    
    
    10/10/0610.9
    
    Stand Alone Stock Option Agreement dated
July 3, 2007 by and between Jay Zager and
3Com Corporation *
    
    S-8
    
    333-144322
    
    
    10.2
    
    
    7/3/0710.10
    
    Stand Alone Restricted Stock Agreement
dated July 3, 2007 by and between Jay Zager
and 3Com Corporation *
    
    S-8
    
    333-144322
    
    
    10.3
    
    
    7/3/0710.11
    
    Form of Stock Option Agreement for 2003
Stock Plan (Non-Employee Directors)
    
    10-K
    
    000-12867
    
    
    10.7
    
    
    8/5/0510.12
    
    Form of Stock Option Agreement for 2003
Stock Plan (Employees)*
    
    10-K
    
    000-12867
    
    
    10.8
    
    
    8/5/0510.13
    
    Form of Performance Accelerated Vesting
Restricted Stock Agreement*
    
    10-K
    
    000-12867
    
    
    10.9
    
    
    8/5/0510.14
    
    Form of Performance Vesting Restricted
Stock Agreement*
    
    10-Q
    
    000-12867
    
    
    10.6
    
    
    4/10/0610.15
    
    Form of Restricted Stock Grant Agreement 
Standard 4-Year Vesting*
    
    10-K
    
    000-12867
    
    
    10.10
    
    
    8/5/0510.16
    
    Form of Restricted Stock Agreement
(Time-Based Vesting)*
    
    8-K
    
    000-12867
    
    
    10.2
    
    
    11/17/0510.17
    
    Form of Restricted Stock Unit Grant Award
Agreement*
    
    10-Q
    
    000-12867
    
    
    10.3
    
    
    10/10/0610.18
    
    R. Scott Murray Employment Agreement,
amended and restated as of February 2,
2006, between the registrant and R. Scott
Murray *
    
    8-K/A
    
    000-12867
    
    
    10.1
    
    
    2/6/0610.19
    
    Performance Vesting Restricted Stock
Agreement dated January 25, 2006 by and
between R. Scott Murray and 3Com
Corporation *
    
    10-Q
    
    000-12867
    
    
    10.7
    
    
    4/10/06
 3




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.20
    
    Edgar Masri Employment Agreement, dated as
of August 8, 2007, between the registrant
and Edgar Masri *
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    8/9/0610.21
    
    Employment Agreement, effective as of March
29, 2007, between H3C and Shusheng Zheng*
    
    10-K
    
    000-12867
    
    
    10.21
    
    
    7/31/0710.22
    
    Offer Letter dated May 9, 2007 between the
Registrant and Jay Zager*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    5/10/0710.23
    
    Offer Letter dated June 19, 2004 between
the Registrant and Donald M, Halsted III*
    
    10-K
    
    000-12867
    
    
    10.16
    
    
    8/11/0610.24
    
    Offer Letter dated September 12, 2003
between the Registrant and Neal D. Goldman*
    
    10-K
    
    000-12867
    
    
    10.17
    
    
    8/11/0610.25
    
    Offer Letter dated November 2, 2005 between
the Registrant and Marc Willebeek-LeMair*
    
    10-K
    
    000-12867
    
    
    10.18
    
    
    8/11/0610.26
    
    Offer Letter dated April 11, 2006 between
the Registrant and Robert Dechant*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    4/17/0610.27
    
    Offer Letter dated November 2, 2005 between
the Registrant and James Hamilton*
    
    10-K
    
    000-12867
    
    
    10.27
    
    
    7/31/0710.28
    
    Severance Benefits Agreement dated February
28, 2007, between the Registrant and James
Hamilton*
    
    10-K
    
    000-12867
    
    
    10.28
    
    
    7/31/0710.29
    
    Robert Y. L. Mao Employment Agreement,
dated as of August 7, 2006, between the
registrant and Robert Y. L. Mao*
    
    10-K
    
    000-12867
    
    
    10.29
    
    
    7/31/0710.30
    
    Robert Y. L. Mao Employment Agreement dated
as of April 29, 2008, between the
registrant and Robert Y. L. Mao*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    4/30/0810.31
    
    Ronald A. Sege Employment Agreement dated
as of April 29, 2008, between the
registrant and Ronald A. Sege *
    
    8-K
    
    000-12867
    
    
    10.2
    
    
    4/30/0810.32
    
    Stand Alone Stock Option Agreement dated
May 6, 2008 by and between Ronald A. Sege
and 3Com Corporation *
    
    10-K
    
    000-12867
    
    
    10.32
    
    
    7/25/0810.33
    
    Stand Alone Restricted Stock Agreement
dated May 6, 2008 by and between Ronald A.
Sege and 3Com Corporation *
    
    10-K
    
    000-12867
    
    
    10.33
    
    
    7/25/0810.34
    
    Summary of Equity Appreciation Rights Plan
(H3C Technologies)*
    
    10-K
    
    000-12867
    
    
    10.31
    
    
    7/31/0710.35
    
    3Com Corporation Section 16 Officer
Severance Plan, amended and restated
effective September 11, 2006 *
    
    10-Q
    
    000-12867
    
    
    10.3
    
    
    1/09/0710.36
    
    Above Grade Severance Plan effective
September 11, 2006 *
    
    10-K
    
    000-12867
    
    
    10.33
    
    
    7/31/0710.37
    
    Form of Severance Benefits Agreement
between the Registrant and each of the
officers or former officers named in our
proxy statement (other than Messrs. Mao,
Sege. Masri and Murray)*
    
    8-K
    
    000-12867
    
    
    10.3
    
    
    4/4/0610.38
    
    Form of Management Retention Agreement
between the Registrant and each of the
following officers or former officers named
in our proxy statement: Messrs. Goldman,
Halsted, Hamilton and Willebeek-LeMair*
    
    10-K
    
    000-12867
    
    
    10.15
    
    
    8/5/05
 4




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.39
    
    Form of Management Retention Agreement
between the Registrant and the following
officers or former officers named in our
proxy statements: Messrs. Dechant, Zheng
and Zager and future executive officers
other than Messrs. Mao, Sege, Masri and
Murray*
    
    10-K
    
    000-12867
    
    
    10.36
    
    
    7/31/0710.40
    
    3Com Corporation Deferred Compensation Plan*
    
    10-K
    
    000-12867
    
    
    10.23
    
    
    8/9/0410.41
    
    Form of Indemnity Agreement between the
Registrant and its officers and directors
    
    S-3/A
    
    333-102591
    
    
    10.1
    
    
    4/9/0310.42
    
    Office Lease, dated as of November 26,
2002, by and between Marlborough Campus
Limited Partnership and the Registrant
    
    10-K
    
    000-12867
    
    
    10.20
    
    
    8/9/0410.43
    
    First Amendment to Lease, dated as of
November 26, 2002, by and between
Marlborough Campus Limited Partnership and
the Registrant
    
    10-K
    
    000-12867
    
    
    10.17
    
    
    8/5/0510.44
    
    Second Amendment to Lease, dated as of July
18, 2005, by and between 3Com Corporation
and Marlborough Campus Limited Partnership
    
    10-Q
    
    000-12867
    
    
    10.2
    
    
    4/5/0510.45
    
    Third Amendment to Lease, dated as of July
18, 2005, by and between 3Com Corporation
and Marlborough Campus Limited Partnership
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    7/22/0510.46
    
    Fourth Amendment to Lease dated as of
December 12, 2005 by and between
Marlborough Campus Limited Partnership and
3Com Corporation
    
    10-Q
    
    000-12867
    
    
    10.1
    
    
    1/09/0710.47
    
    Fifth Amendment to Lease dated as of
October 27, 2006 by and between Bel
Marlborough I LLC and 3Com Corporation
    
    10-Q
    
    000-12867
    
    
    10.2
    
    
    1/09/0710.48
    
    Agreement for the Lease of Hangzhou Real
Property between Huawei Technologies Co.
Ltd. and Hangzhou Huawei-3Com Technology
Co., Ltd. dated January 1, 2004
    
    10-Q
    
    000-12867
    
    
    10.7
    
    
    10/10/0610.49
    
    Shareholders Agreement by and among
Shenzhen Huawei Investment & Holding Co.
Ltd., 3Com Technologies and Huawei-3Com
Co., Ltd. (the Shareholders Agreement)
dated as of November 15, 2003 (Certain
Portions Omitted; Confidential Treatment
Requested)
    
    10-K
    
    000-12867
    
    
    10.33
    
    
    8/11/0610.50
    
    Amendment No. 1 to the Shareholders
Agreement dated as of July 31, 2004
(Certain Potions Omitted; Confidential
Treatment Requested)
    
    10-K
    
    000-12867
    
    
    10.34
    
    
    8/11/0610.51
    
    Amendment No. 2 to the Shareholders
Agreement dated as of January 27, 2006
(Certain Portions Omitted; Confidential
Treatment Requested)
    
    10-K
    
    000-12867
    
    
    10.35
    
    
    8/11/0610.52
    
    Credit and Guaranty Agreement dated as of
March 22, 2007 among H3C Holdings Limited,
as Borrower, 3Com Corporation, 3Com
Holdings Limited and 3Com Technologies, as
Holdco Guarantors, various Lenders, Goldman
Sachs Credit Partners L.P., as Mandated
Lead Arranger, Bookrunner, Administrative
Agent and Syndication Agent, and Industrial
and Commercial Bank of China (Asia)
Limited, as Collateral Agent
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    3/23/07
 5




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.53
    
    Amended and Restated Credit and Guaranty
Agreement dated as of May 25, 2007 and
effective as of May 31, 2007 among H3C
Holdings Limited, as Borrower, 3Com
Corporation, 3Com Holdings Limited and 3Com
Technologies, as Holdco Guarantors, H3C
Technologies Co., Limited, as Guarantor,
various Lenders, Goldman Sachs Credit
Partners L.P., as Mandated Lead Arranger,
Bookrunner, Administrative Agent and
Syndication Agent, and Industrial and
Commercial Bank of China (Asia) Limited, as
Collateral Agent (the A&R Credit
Agreement)
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    5/25/0710.54
    
    First Amendment to A&R Credit Agreement,
dated as of June 18, 2008
    
    10-K
    
    000-12867
    
    
    10.54
    
    
    7/25/0810.55
    
    Borrower Share Charge dated March 22, 2007
among 3Com Technologies, as Chargor, and
Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent
    
    10-K
    
    000-12867
    
    
    10.53
    
    
    7/31/0710.56
    
    Borrower Fixed and Floating Charge dated
March 22, 2007 among H3C Holdings Limited,
as Chargor, and Industrial and Commercial
Bank of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.54
    
    
    7/31/0710.57
    
    Borrower Charge Over Bank Accounts dated
March 22, 2007 among H3C Holdings Limited,
as Chargor, and Industrial and Commercial
Bank of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.55
    
    
    7/31/0710.58
    
    H3C Fixed and Floating Charge dated April
3, 2007 among Huawei-3Com Co., Limited, as
Chargor, and Industrial and Commercial Bank
of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.56
    
    
    7/31/0710.59
    
    H3C Share Mortgage dated March 30, 2007
among H3C Holdings Limited, as Mortgagor,
and Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent
    
    10-K
    
    000-12867
    
    
    10.57
    
    
    7/31/0710.60
    
    H3C Equitable Share Charge dated March 29,
2007 among 3Com Technologies, as Chargor,
and Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent
    
    10-K
    
    000-12867
    
    
    10.58
    
    
    7/31/0710.61
    
    Deed of Charge in relation to the 100%
equity interests in WFOE dated April 3,
2007 among Huawei-3Com Co., Limited, as
Chargor, and Industrial and Commercial Bank
of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.59
    
    
    7/31/07
 6




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.62
    
    Deed of Charge in relation to the 100%
equity interests in Queenhive dated April
3, 2007 among Huawei-3Com Co., Limited, as
Chargor, and Industrial and Commercial Bank
of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.60
    
    
    7/31/0710.63
    
    Deed of Release made March 30, 2007 by
Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent, in
favour of 3Com Technologies
    
    10-K
    
    000-12867
    
    
    10.61
    
    
    7/31/0710.64
    
    Purchase and Sale Agreement made as of July
24, 2006 by and between 3Com Corporation
and SSC II, L.P.
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    7/26/0621.1
    
    Subsidiaries of Registrant
    
    10-K
    
    000-12867
    
    
    21.1
    
    
    7/25/0823.1
    
    Consent of Independent Registered Public
Accounting Firm  Deloitte & Touche LLP
    
    
    
    
    
    
    
    
    
    
    
    X31.1
    
    Certification of Principal Executive Officer
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of Principal Financial Officer
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Certification of Chief Executive Officer
and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Indicates a management contract or compensatory plan or arrangement 7




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##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Share-Based Payment
  
 8




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##### 



SCHEDULE 1  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
3COM CORPORATION
 
 PARENT COMPANY STATEMENTS OF OPERATIONS
  Years Ended May 31,2008
    
    
    2007
    
    
    2006Sales:External
    
    $
    263,801
    
    
    $
    301,937
    
    
    $
    318,644Intercompany
    
    
    31,424
    
    
    
    41,387
    
    
    
    52,564Total sales
    
    
    295,225
    
    
    
    343,324
    
    
    
    371,208Cost of sales
    
    
    204,384
    
    
    
    216,402
    
    
    
    229,987Gross profit
    
    
    90,841
    
    
    
    126,922
    
    
    
    141,221Operating expenses:Sales and marketing
    
    
    93,959
    
    
    
    108,467
    
    
    
    135,375Research and development
    
    
    49,604
    
    
    
    74,102
    
    
    
    75,133General and administrative
    
    
    63,784
    
    
    
    40,966
    
    
    
    47,939Amortization
    
    
    9,551
    
    
    
    14,297
    
    
    
    11,587In-process research and development
    
    
    
    
    
    
    1,700
    
    
    
    Intercompany charges, net
    
    
    (15,177
    )
    
    
    (36,648
    )
    
    
    (15,780
    )Restructuring charges (credits)
    
    
    750
    
    
    
    (12,345
    )
    
    
    (347
    )Total operating expenses
    
    
    202,471
    
    
    
    190,539
    
    
    
    253,907Operating loss
    
    
    (111,630
    )
    
    
    (63,617
    )
    
    
    (112,686
    )Interest
income, net
    
    
    6,754
    
    
    
    26,322
    
    
    
    24,587Intercompany interest income, net
    
    
    3,035
    
    
    
    3,490
    
    
    
    749Other income (loss), net
    
    
    5,447
    
    
    
    (566
    )
    
    
    5,554Loss before income taxes and equity interest in loss of subsidiaries
    
    
    (96,394
    )
    
    
    (34,371
    )
    
    
    (81,796
    )Income tax benefit (provision)
    
    
    381
    
    
    
    (98
    )
    
    
    (337
    )Equity in net loss of subsidiaries, net of tax
    
    
    (132,828
    )
    
    
    (54,120
    )
    
    
    (18,542
    )Net loss
    
    $
    (228,841
    )
    
    $
    (88,589
    )
    
    $
    (100,675
    )
 The accompanying notes are an integral part of these financial statements.
 9




---



##### 



3COM CORPORATION
 
 PARENT COMPANY BALANCE SHEETS
  May 31,2008
    
    
    2007ASSETSCurrent assets:Cash and equivalents
    
    $
    106,232
    
    
    $
    165,704Accounts receivable, less allowance
for doubtful accounts of $8,239 and
$10,911, respectively
    
    
    26,629
    
    
    
    42,259Intercompany receivables
    
    
    91,163
    
    
    
    65,491Inventories
    
    
    10,704
    
    
    
    21,602Other current assets
    
    
    3,334
    
    
    
    8,794Total current assets
    
    
    238,062
    
    
    
    303,850Property and equipment, less accumulated
depreciation and amortization of $71,209
and $111,119 respectively
    
    
    14,713
    
    
    
    30,253Goodwill
    
    
    
    
    
    
    311,380Intangible assets, net of accumulated
amortization of $21,133 and $69,229,
respectively
    
    
    
    
    
    
    40,409Deposits and other assets
    
    
    13,952
    
    
    
    16,195Intercompany loans receivable
    
    
    53,416
    
    
    
    72,726Investment in subsidiaries
    
    
    1,101,885
    
    
    
    825,590Total assets
    
    $
    1,422,028
    
    
    $
    1,600,403LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    27,737
    
    
    $
    45,437Intercompany payables
    
    
    114,195
    
    
    
    96,620Accrued liabilities and other
    
    
    46,476
    
    
    
    68,150Total current liabilities
    
    
    188,408
    
    
    
    210,207Long-term obligations
    
    
    487
    
    
    
    1,632Intercompany loans
    
    
    237,831
    
    
    
    237,265Stockholders equity:Preferred stock, $0.01 par value,
10,000 shares authorized; none
outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value,
990,000 shares authorized; shares
issued and outstanding: 405,656 and
399,064, respectively
    
    
    2,353,688
    
    
    
    2,323,356Retained deficit
    
    
    (1,405,247
    )
    
    
    (1,176,406
    )Accumulated other comprehensive income
    
    
    46,861
    
    
    
    4,349Total stockholders equity
    
    
    995,302
    
    
    
    1,151,299Total liabilities and stockholders equity
    
    $
    1,422,028
    
    
    $
    1,600,403
 The accompanying notes are an integral part of these financial statements.
 10




---



##### 



3COM CORPORATION
 
 PARENT COMPANY STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedUnamortized
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Treasury Stock
    
    
    Stock-based
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Compensation
    
    
    Deficit
    
    
    Income (Loss)
    
    
    TotalBalances, May 31, 2005
    
    
    393,377
    
    
    $
    2,302,190
    
    
    
    (8,135
    )
    
    $
    (39,821
    )
    
    $
    (14,011
    )
    
    $
    (967,952
    )
    
    $
    (5,483
    )
    
    $
    1,274,923Components of comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100,675
    )
    
    
    
    
    
    
    (100,675
    )Unrealized gain on
available-for-sale securities,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    300Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100,375
    )Equity in other comprehensive income
of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,226
    
    
    
    2,226Repurchase of common stock
    
    
    (588
    )
    
    
    (2,848
    )
    
    
    (864
    )
    
    
    (4,228
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,076
    )Common stock issued under stock
plans, net of cancellations
    
    
    653
    
    
    
    2,230
    
    
    
    8,999
    
    
    
    44,049
    
    
    
    (4,593
    )
    
    
    (18,885
    )
    
    
    
    
    
    
    22,801Stock-based compensation expense
    
    
    
    
    
    
    199
    
    
    
    
    
    
    
    
    
    
    
    9,664
    
    
    
    
    
    
    
    
    
    
    
    9,863Reduction of shares reserved for
issuance of options in connection
with acquisition
    
    
    
    
    
    
    (1,375
    )
    
    
    
    
    
    
    
    
    
    
    1,375
    
    
    
    
    
    
    
    
    
    
    
    Balances, May 31, 2006
    
    
    393,442
    
    
    $
    2,300,396
    
    
    
    
    
    
    $
    
    
    
    $
    (7,565
    )
    
    $
    (1,087,512
    )
    
    $
    (2,957
    )
    
    $
    1,202,362Elimination of unamortized stock-based
Compensation
    
    
    
    
    
    
    (7,565
    )
    
    
    
    
    
    
    
    
    
    
    7,565
    
    
    
    
    
    
    
    
    
    
    
    Components of comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88,589
    )
    
    
    
    
    
    
    (88,589
    )Unrealized gain on
available-for-sale securities,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,147
    
    
    
    2,147Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (86,442
    )Equity in other comprehensive income
of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,159
    
    
    
    5,159Repurchase of common stock
    
    
    (2,359
    )
    
    
    (9,041
    )
    
    
    (870
    )
    
    
    (4,259
    )
    
    
    
    
    
    
    (163
    )
    
    
    
    
    
    
    (13,463
    )Common stock issued under stock
plans, net of cancellations
    
    
    7,981
    
    
    
    19,471
    
    
    
    870
    
    
    
    4,259
    
    
    
    
    
    
    
    (142
    )
    
    
    
    
    
    
    23,588Stock-based compensation expense
    
    
    
    
    
    
    20,095
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,095Balances, May 31, 2007
    
    
    399,064
    
    
    $
    2,323,356
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (1,176,406
    )
    
    $
    4,349
    
    
    $
    1,151,299Components of comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (228,841
    )
    
    
    
    
    
    
    (228,841
    )Unrealized loss on
available-for-sale securities,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (28
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (228,869
    )Equity in other comprehensive income
of subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,540
    
    
    
    42,540Repurchase of common stock
    
    
    (952
    )
    
    
    (3,180
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,180
    )Common stock issued under stock
plans, net of cancellations
    
    
    7,544
    
    
    
    8,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,305Stock-based compensation expense
    
    
    
    
    
    
    25,207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,207Balances, May 31, 2008
    
    
    405,656
    
    
    $
    2,353,688
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (1,405,247
    )
    
    $
    46,861
    
    
    $
    995,302
 The accompanying notes are an integral part of these financial statements.
 11




---



##### 



3COM CORPORATION
 
 PARENT COMPANY STATEMENTS OF CASH FLOWS
  Years Ended May 31,2008
    
    
    2007
    
    
    2006Net loss
    
    $
    (228,841
    )
    
    $
    (88,589
    )
    
    $
    (100,675
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    18,548
    
    
    
    19,731
    
    
    
    19,500Loss on property and equipment disposals
    
    
    469
    
    
    
    907
    
    
    
    78Stock-based compensation expense
    
    
    25,207
    
    
    
    20,095
    
    
    
    9,863Loss (gain) on investments, net
    
    
    155
    
    
    
    912
    
    
    
    (4,076
    )In-process research and development
    
    
    
    
    
    
    1,700
    
    
    
    Equity interest in loss of subsidiaries
    
    
    132,828
    
    
    
    54,120
    
    
    
    18,542Changes in assets and liabilities:Accounts receivable
    
    
    1,409
    
    
    
    (10,836
    )
    
    
    (14,082
    )Intercompany, net
    
    
    (11,249
    )
    
    
    25,805
    
    
    
    (2,695
    )Inventories
    
    
    4,559
    
    
    
    (5,454
    )
    
    
    (2,291
    )Other assets
    
    
    6,089
    
    
    
    2,080
    
    
    
    12,585Accounts payable
    
    
    (13,092
    )
    
    
    (2,660
    )
    
    
    (2,959
    )Other liabilities
    
    
    9,003
    
    
    
    (16,253
    )
    
    
    (1,215
    )Net cash provided by (used in) operating activities
    
    
    (54,915
    )
    
    
    1,558
    
    
    
    (67,425
    )Cash flows from investing activities:Purchases of investments
    
    
    
    
    
    
    (225,005
    )
    
    
    (421,279
    )Proceeds from maturities and sales of investments
    
    
    
    
    
    
    590,840
    
    
    
    629,036Purchases of property and equipment
    
    
    (6,796
    )
    
    
    (11,356
    )
    
    
    (8,762
    )Businesses
acquired in purchase transactions, net of cash acquired
    
    
    
    
    
    
    (7,830
    )
    
    
    Investments in subsidiaries
    
    
    (329
    )
    
    
    (472,000
    )
    
    
    Proceeds from sale of property and equipment
    
    
    
    
    
    
    16,097
    
    
    
    3,332Net cash (used in) provided by investing activities
    
    
    (7,125
    )
    
    
    (109,254
    )
    
    
    202,327Cash flows from financing activities:Issuances of common stock
    
    
    8,305
    
    
    
    23,588
    
    
    
    22,801Repurchases of common stock
    
    
    (3,180
    )
    
    
    (13,463
    )
    
    
    (7,076
    )Intercompany borrowings, net
    
    
    (2,557
    )
    
    
    (6,180
    )
    
    
    (28,000
    )Other, net
    
    
    
    
    
    
    2,806
    
    
    
    Net cash (used in) provided by financing activities
    
    
    2,568
    
    
    
    6,751
    
    
    
    (12,275
    )Net change in cash and equivalents during year
    
    
    (59,472
    )
    
    
    (100,945
    )
    
    
    122,627Cash and equivalents, beginning of year
    
    
    165,704
    
    
    
    266,649
    
    
    
    144,022Cash and equivalents, end of year
    
    $
    106,232
    
    
    $
    165,704
    
    
    $
    266,649
 The accompanying notes are an integral part of these financial statements.
 12




---



##### 



NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
 Note 1: Basis of Presentation
 TippingPoint
   Note 2: Dividends Received From Subsidiaries
  Note 3: Long-Term Debt
  Note 4: Commitments
    Fiscal Year
    
    Future Lease Payments2009
    
    $
    4,6562010
    
    
    398Total
    
    $
    5,054
 13




---



##### 



AdditionsBalance at
    
    Charged to
    
    
    
    
    
    
    
    
    
    Balance atBeginning of
    
    Costs and
    
    
    
    
    
    
    
    
    
    End ofPeriod
    
    Expenses
    
    Other
    
    Deductions
    
    PeriodDescriptionYear ended May 31, 2006:Allowance for doubtful accounts
    
    $
    15,090
    
    
    $
    1,000
    
    
    $
    165
    (2)
    
    $
    (167)
    (1)
    
    $
    16,422Allowance for product returns
    
    
    5,052
    
    
    
    15,288
    
    
    
    6,768
    (2)
    
    
    18,416
    
    
    
    8,692Accrued product warranty
    
    
    41,782
    
    
    
    28,424
    
    
    
    4,543
    (2)
    
    
    32,958
    
    
    
    41,791Year ended May 31, 2007:Allowance for doubtful accounts
    
    $
    16,422
    
    
    $
    (586
    )
    
    $
    
    
    
    $
    544
    (1)
    
    $
    15,292Allowance for product returns
    
    
    8,692
    
    
    
    13,963
    
    
    
    
    
    
    
    16,614
    
    
    
    6,041Accrued product warranty
    
    
    41,791
    
    
    
    46,406
    
    
    
    
    
    
    
    47,601
    
    
    
    40,596Year ended May 31, 2008:Allowance for doubtful accounts
    
    $
    15,292
    
    
    $
    (2,234
    )
    
    $
    
    
    
    $
    805
    (1)
    
    $
    12,253Allowance for product returns
    
    
    6,041
    
    
    
    12,965
    
    
    
    
    
    
    
    14,388
    
    
    
    4,618Accrued product warranty
    
    
    40,596
    
    
    
    33,989
    
    
    
    
    
    
    
    37,688
    
    
    
    36,897
 
 (1)
    
    Accounts written off  net of recoveries(2)
    
    Represents reserves related to the H3C acquisition 14




---



##### 



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 24 th day of July, 2009.
 3COM CORPORATION(Registrant)By /s/ Robert Y. L. Mao

Robert Y. L. MaoChief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the
Annual Report has been signed below by the following persons on behalf of the registrant and in the
capacities indicated on the 24 th day of July, 2009
 Signature
    
    Title/s/ ROBERT Y. L. MAO
    
    Chief Executive Officer
and Director(Robert Y. L. Mao)
    
    (Principal Executive Officer)/s/ JAY ZAGER
    
    Executive Vice President,
Chief Financial Officer(Jay Zager)
    
    (Principal Financial and Accounting Officer)/s/ ERIC A. BENHAMOU
    
    Chairman of the Board(Eric A. Benhamou)/s/ KATHLEEN A. COTE
    
    Director(Kathleen A. Cote)/s/ GARY T. DiCAMILLO
    
    Director(Gary T. DiCamillo)/s/ DAVID HO
    
    Director(David Ho)/s/ JAMES R. LONG
    
    Director(James R. Long)/s/ RONALD A. SEGE
    
    President and Chief Operating Officer and Director(Ronald A. Sege)/s/ DOMINIQUE TREMPONT
    
    Director(Dominique Trempont)
 15




---



##### 



EXHIBITS  EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Master Separation and Distribution
Agreement between the Registrant and Palm,
Inc. effective as of December 13, 1999
    
    10-Q
    
    002-92053
    
    
    2.1
    
    
    4/4/002.2
    
    Indemnification and Insurance Matters
Agreement between the Registrant and Palm,
Inc.
    
    10-Q
    
    002-92053
    
    
    2.11
    
    
    4/4/002.3
    
    Agreement and Plan of Merger, dated
December 13, 2004, by and among the
Registrant, Topaz Acquisition Corporation
and TippingPoint Technologies, Inc.
    
    8-K
    
    000-12867
    
    
    2.1
    
    
    12/16/042.4
    
    Securities Purchase Agreement by and among
3Com Corporation, 3Com Technologies, Huawei
Technologies Co., Ltd. and Shenzhen Huawei
Investment & Holding Co., Ltd., dated as of
October 28, 2005
    
    8-K/A
    
    000-12867
    
    
    2.1
    
    
    3/30/062.5
    
    Stock Purchase Agreement by and between
Shenzhen Huawei Investment & Holding Co.,
Ltd. and 3Com Technologies, dated as of
December 22, 2006
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    12/27/062.6
    
    Agreement and Plan of Merger by and among
Diamond II Holdings, Inc., Diamond II
Acquisition Corp. and 3Com Corporation,
dated as of September 28, 2007
    
    8-K/A
    
    000-12867
    
    
    2.1
    
    
    9/28/073.1
    
    Corrected Certificate of Merger filed to
correct an error in the Certificate of
Merger
    
    10-Q
    
    002-92053
    
    
    3.4
    
    
    10/8/993.2
    
    Registrants Bylaws, as amended on March
23, 2005
    
    8-K
    
    000-12867
    
    
    3.1
    
    
    3/28/053.3
    
    Certificate of Designation of Rights,
Preferences and Privileges of Series A
Participating Preferred Stock
    
    10-Q
    
    000-12867
    
    
    3.6
    
    
    10/11/014.1
    
    Third Amended and Restated Preferred Shares
Rights Agreement, dated as of November 4,
2002 (Rights Plan)
    
    8-A/A
    
    000-12867
    
    
    4.1
    
    
    11/27/024.2
    
    Amendment No. 1 to Rights Plan, dated as of
September 28, 2007
    
    8-K/A
    
    000-12867
    
    
    4.1
    
    
    9/28/0710.1
    
    3Com Corporation 1983 Stock Option Plan, as
amended and restated effective September
30, 2001*
    
    10-Q
    
    000-12867
    
    
    10.1
    
    
    1/11/0210.2
    
    3Com Corporation 1984 Employee Stock
Purchase Plan, amended and restated as of
June 18, 2008 (subject to shareholder
approval)*
    
    10-K
    
    000-12867
    
    
    10.2
    
    
    7/25/0810.3
    
    3Com Corporation Director Stock Option
Plan, as amended*
    
    10-Q
    
    000-12867
    
    
    10.4
    
    
    10/10/0310.4
    
    3Com Corporation Restricted Stock Plan, as
amended July 1, 2001*
    
    10-K
    
    000-12867
    
    
    10.6
    
    
    8/2/0210.5
    
    3Com Corporation 1994 Stock Option Plan, as
amended and restated effective April 30,
2002*
    
    10-K
    
    000-12867
    
    
    10.7
    
    
    8/2/0210.6
    
    3Com Corporation 2003 Stock Plan, as
amended*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    10/3/0510.7
    
    Stand Alone Stock Option Agreement dated
January 25, 2006 by and between R. Scott
Murray and 3Com Corporation *
    
    10-Q
    
    000-12867
    
    
    10.8
    
    
    4/10/06
 16




---



##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.8
    
    Stand Alone Stock Option Agreement dated
September 5, 2006 by and between Edgar
Masri and 3Com Corporation *
    
    10-Q
    
    000-12867
    
    
    10.2
    
    
    10/10/0610.9
    
    Stand Alone Stock Option Agreement dated
July 3, 2007 by and between Jay Zager and
3Com Corporation *
    
    S-8
    
    333-144322
    
    
    10.2
    
    
    7/3/0710.10
    
    Stand Alone Restricted Stock Agreement
dated July 3, 2007 by and between Jay Zager
and 3Com Corporation *
    
    S-8
    
    333-144322
    
    
    10.3
    
    
    7/3/0710.11
    
    Form of Stock Option Agreement for 2003
Stock Plan (Non-Employee Directors)
    
    10-K
    
    000-12867
    
    
    10.7
    
    
    8/5/0510.12
    
    Form of Stock Option Agreement for 2003
Stock Plan (Employees)*
    
    10-K
    
    000-12867
    
    
    10.8
    
    
    8/5/0510.13
    
    Form of Performance Accelerated Vesting
Restricted Stock Agreement*
    
    10-K
    
    000-12867
    
    
    10.9
    
    
    8/5/0510.14
    
    Form of Performance Vesting Restricted
Stock Agreement*
    
    10-Q
    
    000-12867
    
    
    10.6
    
    
    4/10/0610.15
    
    Form of Restricted Stock Grant Agreement 
Standard 4-Year Vesting*
    
    10-K
    
    000-12867
    
    
    10.10
    
    
    8/5/0510.16
    
    Form of Restricted Stock Agreement
(Time-Based Vesting)*
    
    8-K
    
    000-12867
    
    
    10.2
    
    
    11/17/0510.17
    
    Form of Restricted Stock Unit Grant Award
Agreement*
    
    10-Q
    
    000-12867
    
    
    10.3
    
    
    10/10/0610.18
    
    R. Scott Murray Employment Agreement,
amended and restated as of February 2,
2006, between the registrant and R. Scott
Murray *
    
    8-K/A
    
    000-12867
    
    
    10.1
    
    
    2/6/0610.19
    
    Performance Vesting Restricted Stock
Agreement dated January 25, 2006 by and
between R. Scott Murray and 3Com
Corporation *
    
    10-Q
    
    000-12867
    
    
    10.7
    
    
    4/10/0610.20
    
    Edgar Masri Employment Agreement, dated as
of August 8, 2007, between the registrant
and Edgar Masri *
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    8/9/0610.21
    
    Employment Agreement, effective as of March
29, 2007, between H3C and Shusheng Zheng*
    
    10-K
    
    000-12867
    
    
    10.21
    
    
    7/31/0710.22
    
    Offer Letter dated May 9, 2007 between the
Registrant and Jay Zager*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    5/10/0710.23
    
    Offer Letter dated June 19, 2004 between
the Registrant and Donald M, Halsted III*
    
    10-K
    
    000-12867
    
    
    10.16
    
    
    8/11/0610.24
    
    Offer Letter dated September 12, 2003
between the Registrant and Neal D. Goldman*
    
    10-K
    
    000-12867
    
    
    10.17
    
    
    8/11/0610.25
    
    Offer Letter dated November 2, 2005 between
the Registrant and Marc Willebeek-LeMair*
    
    10-K
    
    000-12867
    
    
    10.18
    
    
    8/11/0610.26
    
    Offer Letter dated April 11, 2006 between
the Registrant and Robert Dechant*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    4/17/0610.27
    
    Offer Letter dated November 2, 2005 between
the Registrant and James Hamilton*
    
    10-K
    
    000-12867
    
    
    10.27
    
    
    7/31/0710.28
    
    Severance Benefits Agreement dated February
28, 2007, between the Registrant and James
Hamilton*
    
    10-K
    
    000-12867
    
    
    10.28
    
    
    7/31/0710.29
    
    Robert Y. L. Mao Employment Agreement,
dated as of August 7, 2006, between the
registrant and Robert Y. L. Mao*
    
    10-K
    
    000-12867
    
    
    10.29
    
    
    7/31/07
 17




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.30
    
    Robert Y. L. Mao Employment Agreement dated
as of April 29, 2008, between the
registrant and Robert Y. L. Mao*
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    4/30/0810.31
    
    Ronald A. Sege Employment Agreement dated
as of April 29, 2008, between the
registrant and Ronald A. Sege *
    
    8-K
    
    000-12867
    
    
    10.2
    
    
    4/30/0810.32
    
    Stand Alone Stock Option Agreement dated
May 6, 2008 by and between Ronald A. Sege
and 3Com Corporation *
    
    10-K
    
    000-12867
    
    
    10.32
    
    
    7/25/0810.33
    
    Stand Alone Restricted Stock Agreement
dated May 6, 2008 by and between Ronald A.
Sege and 3Com Corporation *
    
    10-K
    
    000-12867
    
    
    10.33
    
    
    7/25/0810.34
    
    Summary of Equity Appreciation Rights Plan
(H3C Technologies)*
    
    10-K
    
    000-12867
    
    
    10.31
    
    
    7/31/0710.35
    
    3Com Corporation Section 16 Officer
Severance Plan, amended and restated
effective September 11, 2006 *
    
    10-Q
    
    000-12867
    
    
    10.3
    
    
    1/09/0710.36
    
    Above Grade Severance Plan effective
September 11, 2006 *
    
    10-K
    
    000-12867
    
    
    10.33
    
    
    7/31/0710.37
    
    Form of Severance Benefits Agreement
between the Registrant and each of the
officers or former officers named in our
proxy statement (other than Messrs. Mao,
Sege. Masri and Murray)*
    
    8-K
    
    000-12867
    
    
    10.3
    
    
    4/4/0610.38
    
    Form of Management Retention Agreement
between the Registrant and each of the
following officers or former officers named
in our proxy statement: Messrs. Goldman,
Halsted, Hamilton and Willebeek-LeMair*
    
    10-K
    
    000-12867
    
    
    10.15
    
    
    8/5/0510.39
    
    Form of Management Retention Agreement
between the Registrant and the following
officers or former officers named in our
proxy statements: Messrs. Dechant, Zheng
and Zager and future executive officers
other than Messrs. Mao, Sege, Masri and
Murray*
    
    10-K
    
    000-12867
    
    
    10.36
    
    
    7/31/0710.40
    
    3Com Corporation Deferred Compensation Plan*
    
    10-K
    
    000-12867
    
    
    10.23
    
    
    8/9/0410.41
    
    Form of Indemnity Agreement between the
Registrant and its officers and directors
    
    S-3/A
    
    333-102591
    
    
    10.1
    
    
    4/9/0310.42
    
    Office Lease, dated as of November 26,
2002, by and between Marlborough Campus
Limited Partnership and the Registrant
    
    10-K
    
    000-12867
    
    
    10.20
    
    
    8/9/0410.43
    
    First Amendment to Lease, dated as of
November 26, 2002, by and between
Marlborough Campus Limited Partnership and
the Registrant
    
    10-K
    
    000-12867
    
    
    10.17
    
    
    8/5/0510.44
    
    Second Amendment to Lease, dated as of July
18, 2005, by and between 3Com Corporation
and Marlborough Campus Limited Partnership
    
    10-Q
    
    000-12867
    
    
    10.2
    
    
    4/5/0510.45
    
    Third Amendment to Lease, dated as of July
18, 2005, by and between 3Com Corporation
and Marlborough Campus Limited Partnership
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    7/22/05
 18




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##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.46
    
    Fourth Amendment to Lease dated as of
December 12, 2005 by and between
Marlborough Campus Limited Partnership and
3Com Corporation
    
    10-Q
    
    000-12867
    
    
    10.1
    
    
    1/09/0710.47
    
    Fifth Amendment to Lease dated as of
October 27, 2006 by and between Bel
Marlborough I LLC and 3Com Corporation
    
    10-Q
    
    000-12867
    
    
    10.2
    
    
    1/09/0710.48
    
    Agreement for the Lease of Hangzhou Real
Property between Huawei Technologies Co.
Ltd. and Hangzhou Huawei-3Com Technology
Co., Ltd. dated January 1, 2004
    
    10-Q
    
    000-12867
    
    
    10.7
    
    
    10/10/0610.49
    
    Shareholders Agreement by and among
Shenzhen Huawei Investment & Holding Co.
Ltd., 3Com Technologies and Huawei-3Com
Co., Ltd. (the Shareholders Agreement)
dated as of November 15, 2003 (Certain
Portions Omitted; Confidential Treatment
Requested)
    
    10-K
    
    000-12867
    
    
    10.33
    
    
    8/11/0610.50
    
    Amendment No. 1 to the Shareholders
Agreement dated as of July 31, 2004
(Certain Potions Omitted; Confidential
Treatment Requested)
    
    10-K
    
    000-12867
    
    
    10.34
    
    
    8/11/0610.51
    
    Amendment No. 2 to the Shareholders
Agreement dated as of January 27, 2006
(Certain Portions Omitted; Confidential
Treatment Requested)
    
    10-K
    
    000-12867
    
    
    10.35
    
    
    8/11/0610.52
    
    Credit and Guaranty Agreement dated as of
March 22, 2007 among H3C Holdings Limited,
as Borrower, 3Com Corporation, 3Com
Holdings Limited and 3Com Technologies, as
Holdco Guarantors, various Lenders, Goldman
Sachs Credit Partners L.P., as Mandated
Lead Arranger, Bookrunner, Administrative
Agent and Syndication Agent, and Industrial
and Commercial Bank of China (Asia)
Limited, as Collateral Agent
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    3/23/0710.53
    
    Amended and Restated Credit and Guaranty
Agreement dated as of May 25, 2007 and
effective as of May 31, 2007 among H3C
Holdings Limited, as Borrower, 3Com
Corporation, 3Com Holdings Limited and 3Com
Technologies, as Holdco Guarantors, H3C
Technologies Co., Limited, as Guarantor,
various Lenders, Goldman Sachs Credit
Partners L.P., as Mandated Lead Arranger,
Bookrunner, Administrative Agent and
Syndication Agent, and Industrial and
Commercial Bank of China (Asia) Limited, as
Collateral Agent (the A&R Credit
Agreement)
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    5/25/0710.54
    
    First Amendment to A&R Credit Agreement,
dated as of June 18, 2008
    
    10-K
    
    000-12867
    
    
    10.54
    
    
    7/25/0810.55
    
    Borrower Share Charge dated March 22, 2007
among 3Com Technologies, as Chargor, and
Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent
    
    10-K
    
    000-12867
    
    
    10.53
    
    
    7/31/07
 19




---



##### 



Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.56
    
    Borrower Fixed and Floating Charge dated
March 22, 2007 among H3C Holdings Limited,
as Chargor, and Industrial and Commercial
Bank of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.54
    
    
    7/31/0710.57
    
    Borrower Charge Over Bank Accounts dated
March 22, 2007 among H3C Holdings Limited,
as Chargor, and Industrial and Commercial
Bank of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.55
    
    
    7/31/0710.58
    
    H3C Fixed and Floating Charge dated April
3, 2007 among Huawei-3Com Co., Limited, as
Chargor, and Industrial and Commercial Bank
of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.56
    
    
    7/31/0710.59
    
    H3C Share Mortgage dated March 30, 2007
among H3C Holdings Limited, as Mortgagor,
and Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent
    
    10-K
    
    000-12867
    
    
    10.57
    
    
    7/31/0710.60
    
    H3C Equitable Share Charge dated March 29,
2007 among 3Com Technologies, as Chargor,
and Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent
    
    10-K
    
    000-12867
    
    
    10.58
    
    
    7/31/0710.61
    
    Deed of Charge in relation to the 100%
equity interests in WFOE dated April 3,
2007 among Huawei-3Com Co., Limited, as
Chargor, and Industrial and Commercial Bank
of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.59
    
    
    7/31/0710.62
    
    Deed of Charge in relation to the 100%
equity interests in Queenhive dated April
3, 2007 among Huawei-3Com Co., Limited, as
Chargor, and Industrial and Commercial Bank
of China (Asia) Limited, as Collateral
Agent
    
    10-K
    
    000-12867
    
    
    10.60
    
    
    7/31/0710.63
    
    Deed of Release made March 30, 2007 by
Industrial and Commercial Bank of China
(Asia) Limited, as Collateral Agent, in
favour of 3Com Technologies
    
    10-K
    
    000-12867
    
    
    10.61
    
    
    7/31/0710.64
    
    Purchase and Sale Agreement made as of July
24, 2006 by and between 3Com Corporation
and SSC II, L.P.
    
    8-K
    
    000-12867
    
    
    10.1
    
    
    7/26/0621.1
    
    Subsidiaries of Registrant
    
    10-K
    
    000-12867
    
    
    21.1
    
    
    7/25/0823.1
    
    Consent of Independent Registered Public
Accounting Firm  Deloitte & Touche LLP
    
    
    
    
    
    
    
    
    
    
    
    X31.1
    
    Certification of Principal Executive Officer
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of Principal Financial Officer
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Certification of Chief Executive Officer
and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Indicates a management contract or compensatory plan or arrangement 20