##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 2, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from N/A to N/A
 Commission file number 0-1424
 ADC Telecommunications, Inc.
  Minnesota
(State or other jurisdiction of incorporation or organization)
    
    41-0743912
(I.R.S. Employer Identification No.)
 13625 Technology Drive, Eden Prairie, MN 55344-2252
 (952) 938-8080
 N/A
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
    
    
    22ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    34ITEM 4. CONTROLS AND PROCEDURES
    
    
    34PART II. OTHER INFORMATION
    
    
    35ITEM 1. LEGAL PROCEEDINGS
    
    
    35ITEM 1A. RISK FACTORS
    
    
    35ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    36ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    36ITEM 4. (REMOVED AND RESERVED)
    
    
    36ITEM 5. OTHER INFORMATION
    
    
    36ITEM 6. EXHIBITS
    
    
    36SIGNATURES
    
    
    37EXHIBIT INDEX
    
    
    38EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETSUNAUDITED
 April 2,
    
    
    September 30,2010
    
    
    2009(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    446.2
    
    
    $
    535.5Available-for-sale securities
    
    
    111.3
    
    
    
    Accounts receivable, net of reserves of $10.3 and $9.8
    
    
    187.7
    
    
    
    180.1Unbilled revenue
    
    
    22.8
    
    
    
    17.5Inventories, net of reserves of $38.7 and $41.8
    
    
    122.8
    
    
    
    124.6Prepaid and other current assets
    
    
    38.8
    
    
    
    33.3Assets of discontinued operations
    
    
    
    
    
    
    9.8Total current assets
    
    
    929.6
    
    
    
    900.8Property and equipment, net of accumulated depreciation of $420.1 and $410.1
    
    
    153.8
    
    
    
    162.8Restricted cash
    
    
    10.8
    
    
    
    25.0Goodwill
    
    
    5.9
    
    
    
    0.2Intangibles, net of accumulated amortization of $157.9 and $144.4
    
    
    83.9
    
    
    
    93.3Long-term available-for-sale securities
    
    
    79.2
    
    
    
    75.4Other assets
    
    
    81.9
    
    
    
    86.1Total assets
    
    $
    1,345.1
    
    
    $
    1,343.6LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term debt
    
    $
    0.3
    
    
    $
    0.6Accounts payable
    
    
    77.3
    
    
    
    83.0Accrued compensation and benefits
    
    
    65.6
    
    
    
    57.8Other accrued liabilities
    
    
    79.6
    
    
    
    63.8Income taxes payable
    
    
    2.2
    
    
    
    5.9Restructuring accrual
    
    
    26.4
    
    
    
    22.5Liabilities of discontinued operations
    
    
    0.5
    
    
    
    2.5Total current liabilities
    
    
    251.9
    
    
    
    236.1Pension obligations and other long-term liabilities
    
    
    87.0
    
    
    
    95.6Long-term notes payable
    
    
    650.9
    
    
    
    651.0Total liabilities
    
    
    989.8
    
    
    
    982.7ADC Shareowners Investment:Total ADC shareowners investment (97.0 and 96.6 shares outstanding, respectively)
    
    
    350.4
    
    
    
    356.2Non-controlling interest
    
    
    4.9
    
    
    
    4.7Total shareowners investment
    
    
    355.3
    
    
    
    360.9Total liabilities and shareowners investment
    
    $
    1,345.1
    
    
    $
    1,343.6
  3




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSUNAUDITED
 Three Months Ended
    
    
    Six Months EndedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions, except earnings per share)Net Sales:Products
    
    $
    239.6
    
    
    $
    226.6
    
    
    $
    467.6
    
    
    $
    490.1Services
    
    
    34.4
    
    
    
    30.0
    
    
    
    72.0
    
    
    
    66.2Total net sales
    
    
    274.0
    
    
    
    256.6
    
    
    
    539.6
    
    
    
    556.3Cost of Sales:Products
    
    
    149.7
    
    
    
    150.4
    
    
    
    294.5
    
    
    
    347.7Services
    
    
    24.4
    
    
    
    23.4
    
    
    
    53.1
    
    
    
    51.5Total cost of sales
    
    
    174.1
    
    
    
    173.8
    
    
    
    347.6
    
    
    
    399.2Gross Profit
    
    
    99.9
    
    
    
    82.8
    
    
    
    192.0
    
    
    
    157.1Operating Expenses:Research and development
    
    
    16.9
    
    
    
    17.3
    
    
    
    33.2
    
    
    
    34.3Selling and administration
    
    
    69.8
    
    
    
    67.7
    
    
    
    140.4
    
    
    
    136.9Impairment charges
    
    
    0.6
    
    
    
    408.0
    
    
    
    0.7
    
    
    
    412.1Restructuring charges
    
    
    4.4
    
    
    
    3.8
    
    
    
    13.6
    
    
    
    12.3Total operating expenses
    
    
    91.7
    
    
    
    496.8
    
    
    
    187.9
    
    
    
    595.6Operating Income (Loss)
    
    
    8.2
    
    
    
    (414.0
    )
    
    
    4.1
    
    
    
    (438.5
    )Other Income (Expense), net
    
    
    (19.9
    )
    
    
    (23.0
    )
    
    
    (10.8
    )
    
    
    (50.9
    )Income (Loss) before income taxes
    
    
    (11.7
    )
    
    
    (437.0
    )
    
    
    (6.7
    )
    
    
    (489.4
    )Provision (Benefit) for income taxes
    
    
    0.8
    
    
    
    (3.0
    )
    
    
    2.2
    
    
    
    (7.0
    )Income (Loss) from continuing operations
    
    
    (12.5
    )
    
    
    (434.0
    )
    
    
    (8.9
    )
    
    
    (482.4
    )Discontinued Operations, Net of TaxIncome (Loss) from discontinued operations
    
    
    (0.2
    )
    
    
    (9.7
    )
    
    
    (14.8
    )
    
    
    (11.7
    )Net Income (Loss)
    
    
    (12.7
    )
    
    
    (443.7
    )
    
    
    (23.7
    )
    
    
    (494.1
    )Net Income (Loss) Available to Non-controlling Interest
    
    
    (0.4
    )
    
    
    0.6
    
    
    
    (0.7
    )
    
    
    1.4Net Income (Loss) Available to Common Shareowners
    
    $
    (13.1
    )
    
    $
    (443.1
    )
    
    $
    (24.4
    )
    
    $
    (492.7
    )Comprehensive Loss Available to ADC Common Shareowners
    
    $
    (10.7
    )
    
    $
    (444.4
    )
    
    $
    (18.5
    )
    
    $
    (515.4
    )Comprehensive Earnings (Loss) Available to Non-controlling Interest
    
    
    0.1
    
    
    
    (0.7
    )
    
    
    0.2
    
    
    
    (1.9
    )Comprehensive Loss
    
    $
    (10.6
    )
    
    $
    (445.1
    )
    
    $
    (18.3
    )
    
    $
    (517.3
    )Weighted Average Common Shares Outstanding (Basic)
    
    
    97.0
    
    
    
    96.6
    
    
    
    96.8
    
    
    
    101.1Weighted Average Common Shares Outstanding (Diluted)
    
    
    97.0
    
    
    
    96.6
    
    
    
    96.8
    
    
    
    101.1Basic Earnings (Loss) Per Share:Continuing operations available to ADC common shareowners
    
    $
    (0.13
    )
    
    $
    (4.49
    )
    
    $
    (0.09
    )
    
    $
    (4.77
    )Discontinued operations available to ADC common shareowners
    
    $
    (0.01
    )
    
    $
    (0.10
    )
    
    $
    (0.16
    )
    
    $
    (0.10
    )Net income (loss) per share available to ADC common shareowners
    
    $
    (0.14
    )
    
    $
    (4.59
    )
    
    $
    (0.25
    )
    
    $
    (4.87
    )Diluted Earnings (Loss) Per Share:Continuing operations available to ADC common shareowners
    
    $
    (0.13
    )
    
    $
    (4.49
    )
    
    $
    (0.09
    )
    
    $
    (4.77
    )Discontinued operations available to ADC common shareowners
    
    $
    (0.01
    )
    
    $
    (0.10
    )
    
    $
    (0.16
    )
    
    $
    (0.10
    )Net income (loss) per share available to ADC common shareowners
    
    $
    (0.14
    )
    
    $
    (4.59
    )
    
    $
    (0.25
    )
    
    $
    (4.87
    )
  4




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED
 Six Months EndedApril 2, 2010
    
    
    March 27, 2009(In millions)Operating Activities:Loss from continuing operations
    
    $
    (8.9
    )
    
    $
    (482.4
    )Adjustments to reconcile loss from continuing operations to net cash provided by
operating activities from continuing operations:Inventory write-offs
    
    
    4.1
    
    
    
    18.7Write-down of intangibles and fixed assets
    
    
    0.7
    
    
    
    412.1Write-down of cost method investment
    
    
    5.3
    
    
    
    3.0Write-down of available-for-sale securities
    
    
    3.1
    
    
    
    40.6Depreciation and amortization
    
    
    31.2
    
    
    
    36.1Restructuring charges
    
    
    13.6
    
    
    
    12.3Provision for bad debt
    
    
    0.4
    
    
    
    2.1Change in warranty reserves
    
    
    
    
    
    
    1.9Non-cash stock compensation
    
    
    8.9
    
    
    
    7.3Change in deferred income taxes
    
    
    (0.3
    )
    
    
    (4.3
    )(Gain)/Loss on sale of property and equipment
    
    
    1.1
    
    
    
    (0.7
    )Amortization of deferred financing costs
    
    
    1.1
    
    
    
    2.0(Gain)/Loss on sale of investments
    
    
    2.4
    
    
    
    (0.5
    )Gain on sale of RF signal management product line
    
    
    (15.9
    )
    
    
    Other, net
    
    
    (1.5
    )
    
    
    10.4Changes in operating assets and liabilities, net of acquisitions and divestitures:Accounts receivable and unbilled revenues decrease/(increase)
    
    
    (18.8
    )
    
    
    39.2Inventories (increase)/decrease
    
    
    (3.2
    )
    
    
    7.3Prepaid and other assets increase
    
    
    (6.9
    )
    
    
    (5.2
    )Accounts payable decrease
    
    
    (5.4
    )
    
    
    (7.5
    )Accrued
liabilities (decrease)/increase
    
    
    9.8
    
    
    
    (65.1
    )Total cash provided by operating activities from continuing operations
    
    
    20.8
    
    
    
    27.3Total cash used for operating activities from discontinued operations
    
    
    (3.9
    )
    
    
    (2.3
    )Total cash provided by operating activities
    
    
    16.9
    
    
    
    25.0Investing Activities:Acquisitions, net of cash acquired
    
    
    (0.6
    )
    
    
    (2.7
    )Divestitures, net of cash disposed
    
    
    11.8
    
    
    
    Property, equipment and patent additions
    
    
    (14.1
    )
    
    
    (17.7
    )Proceeds from disposal of property and equipment
    
    
    0.6
    
    
    
    4.5Decrease/(increase) in restricted cash
    
    
    13.8
    
    
    
    (14.9
    )Purchase of available-for-sale securities
    
    
    (122.5
    )
    
    
    (52.0
    )Proceeds
from sale of available-for-sale securities
    
    
    6.2
    
    
    
    11.9Other
    
    
    0.4
    
    
    
    1.0Total cash used for investing activities from continuing operations
    
    
    (104.4
    )
    
    
    (69.9
    )Total cash used for investing activities from discontinued operations
    
    
    
    
    
    
    Total cash used for investing activities
    
    
    (104.4
    )
    
    
    (69.9
    )Financing Activities:Payments of financing costs
    
    
    (1.5
    )
    
    
    Debt payments
    
    
    (0.5
    )
    
    
    (1.9
    )Common stock repurchase
    
    
    
    
    
    
    (101.2
    )Total cash used for financing activities
    
    
    (2.0
    )
    
    
    (103.1
    )Effect of Exchange Rate Changes on Cash
    
    
    0.2
    
    
    
    (9.4
    )Decrease in Cash and Cash Equivalents
    
    
    (89.3
    )
    
    
    (157.4
    )Cash and Cash Equivalents, beginning of period
    
    
    535.5
    
    
    
    601.9Cash and Cash Equivalents, end of period
    
    $
    446.2
    
    
    $
    444.5
  5




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSUNAUDITED
 Note 1: Basis of Presentation
   Fiscal Year
   Warranty
   Accrual
    
    Charged to costs
    
    
    
    
    
    AccrualSeptember 30, 2009
    
    and expenses
    
    Deductions
    
    April 2, 2010Warranty Reserve
    
    $
    6.2
    
    
    $
    
    
    
    $
    0.3
    
    
    $
    5.9
 Share-Based Compensation
  6




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Summary of Significant Accounting Policies
  Recently Adopted Accounting Pronouncements
 Business combinations and non-controlling interests
  Fair Value Measurements
    Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
  Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entitys Own Stock
  7




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Note 2: Discontinued Operations
 GSM Base Station and Switching Business
   APS Germany
  APS France
   Three Months Ended
    
    
    Six Months EndedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions)
    
    
    (In millions)Net sales
    
    $
    
    
    
    $
    7.9
    
    
    $
    2.3
    
    
    $
    19.2Income (loss) from discontinued operations
    
    $
    
    
    
    $
    (9.7
    )
    
    $
    (1.8
    )
    
    $
    (11.7
    )Gain (loss) on sale of discontinued operations
    
    
    (0.2
    )
    
    
    
    
    
    
    (13.0
    )
    
    
    Total discontinued operations
    
    $
    (0.2
    )
    
    $
    (9.7
    )
    
    $
    (14.8
    )
    
    $
    (11.7
    )
 8




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Note 3: Net Income (Loss) from Continuing Operations Per Share
  Three Months Ended
    
    
    Six Months EndedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions, except
    
    
    (In millions, exceptper share amounts)
    
    
    per share amounts)Numerator:Net income (loss) from continuing operations
    
    $
    (12.5
    )
    
    $
    (434.0
    )
    
    $
    (8.9
    )
    
    $
    (482.4
    )Denominator:Weighted average common shares outstanding  basic
    
    
    97.0
    
    
    
    96.6
    
    
    
    96.8
    
    
    
    101.1Employee options and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares outstanding  diluted
    
    
    97.0
    
    
    
    96.6
    
    
    
    96.8
    
    
    
    101.1Basic Income (loss) per share from continuing
operations available to ADC common shareowners
    
    $
    (0.13
    )
    
    $
    (4.49
    )
    
    $
    (0.09
    )
    
    $
    (4.77
    )Diluted Income (loss) per share from continuing
operations available to ADC common shareowners
    
    $
    (0.13
    )
    
    $
    (4.49
    )
    
    $
    (0.09
    )
    
    $
    (4.77
    )
   Convertible Shares
    
    ConversionConvertible Subordinated Notes
    
    April 2, 2010
    
    Price$200 million, 6-month LIBOR plus 0.375%, due June 15, 2013
    
    
    7.1
    
    
    
    28.091$225 million, 3.5% fixed rate, due July 15, 2015
    
    
    8.3
    
    
    
    27.000$225 million, 3.5% fixed rate, due July 15, 2017
    
    
    7.9
    
    
    
    28.550Total
    
    
    23.3
  Note 4: Inventories
  April 2,
    
    
    September 30,2010
    
    
    2009(In millions)Manufactured products
    
    $
    103.3
    
    
    $
    111.9Purchased materials
    
    
    52.5
    
    
    
    48.6Work-in-process
    
    
    5.7
    
    
    
    5.9Less: Inventory reserve
    
    
    (38.7
    )
    
    
    (41.8
    )Total inventories, net
    
    $
    122.8
    
    
    $
    124.6
 9




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Note 5: Property and Equipment
  April 2,
    
    
    September 30,2010
    
    
    2009(In millions)Land and buildings
    
    $
    138.0
    
    
    $
    135.5Machinery and equipment
    
    
    392.7
    
    
    
    390.3Furniture and fixtures
    
    
    34.3
    
    
    
    38.0Less: Accumulated depreciation
    
    
    (420.1
    )
    
    
    (410.1
    )Total
    
    
    144.9
    
    
    
    153.7Construction-in-progress
    
    
    8.9
    
    
    
    9.1Total property and equipment, net
    
    $
    153.8
    
    
    $
    162.8
 Note 6: Investments
  Other-Than-TemporaryCost
    
    
    Unrealized
    
    
    Realized
    
    
    Impairment
    
    
    FairBasis
    
    
    Gain (3)
    
    
    Loss (3)
    
    
    Loss (3)
    
    
    Value(In millions)April 2, 2010Corporate commercial paper, CDs and bonds
    
    $
    132.0
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    
    
    
    $
    132.2Government bonds
    
    
    40.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40.9Auction-rate securities
    
    
    154.9
    
    
    
    0.9
    
    
    
    
    
    
    
    (1.4
    )
    
    
    17.4
    (1)Total available-for-sale securities
    
    $
    327.8
    
    
    $
    1.1
    
    
    $
    
    
    
    $
    (1.4
    )
    
    $
    190.5September 30, 2009Corporate bonds
    
    $
    50.7
    
    
    $
    0.4
    
    
    $
    
    
    
    $
    
    
    
    $
    51.1Government bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity securities
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    Auction-rate securities
    
    
    169.8
    
    
    
    2.3
    
    
    
    
    
    
    
    (18.4
    )
    
    
    24.3
    (2)Total available-for-sale securities
    
    $
    220.6
    
    
    $
    2.8
    
    
    $
    0.1
    
    
    $
    (18.4
    )
    
    $
    75.4
 
 (1)
    
    Net of cumulative unrealized gains of $2.2 million and other-than-temporary losses of $139.7
million(2)
    
    Net of cumulative unrealized gains of $2.9 million and other-than-temporary losses of $148.4
million(3)
    
    For the six and eleven months ended April 2, 2010 and September 30, 2009, respectively   10




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Note 7: Goodwill and Intangible Assets
  11




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NetworkConnectivity
    
    
    Solutions
    
    
    Total(In millions)Balance as of September 30, 2009
    
    $
    0.2
    
    
    $
    
    
    
    $
    0.2Century Man 2009 Earn-out
    
    
    5.7
    
    
    
    
    
    
    
    5.7Balance as of April 2, 2010
    
    $
    5.9
    
    
    $
    
    
    
    $
    5.9
  Note 8: Notes Payable
  April 2, 2010
    
    
    September 30, 2009(In millions)Convertible subordinated notes, six-month LIBOR plus 0.375%, due June 15, 2013
    
    $
    200.0
    
    
    $
    200.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    225.0Convertible subordinated notes, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    225.0Total convertible subordinated notes
    
    
    650.0
    
    
    
    650.0Other, variable rate debt, various due dates
    
    
    1.2
    
    
    
    1.6Total debt
    
    
    651.2
    
    
    
    651.6Less: Current portion of long-term debt
    
    
    0.3
    
    
    
    0.6Long-term debt
    
    $
    650.9
    
    
    $
    651.0
  12




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##### Table of Contents



Credit Facility
     Note 9: Income Taxes
  Accounting for Income
Taxes,
  13




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##### Table of Contents



Note 10: Comprehensive Income (Loss)
   Three Months Ended
    
    
    Six Months EndedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions)
    
    
    (In millions)Net income (loss)
    
    $
    (13.1
    )
    
    $
    (443.1
    )
    
    $
    (24.4
    )
    
    $
    (492.7
    )Change in cumulative translation adjustment
    
    
    4.6
    
    
    
    (4.2
    )
    
    
    6.2
    
    
    
    (13.9
    )Net change in fair value of interest rate swap
    
    
    (1.0
    )
    
    
    1.0
    
    
    
    0.2
    
    
    
    (14.1
    )Net change in fair value of Mexican peso hedge
    
    
    0.3
    
    
    
    1.4
    
    
    
    0.4
    
    
    
    (1.4
    )Pension obligation adjustment, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.4Unrealized gain (loss) on available-for-sale securities
    
    
    (1.5
    )
    
    
    0.5
    
    
    
    (0.9
    )
    
    
    0.3Total comprehensive loss available to ADC common shareowners
    
    
    (10.7
    )
    
    
    (444.4
    )
    
    
    (18.5
    )
    
    
    (515.4
    )Comprehensive earnings (loss) available to non-controlling interests
    
    
    0.1
    
    
    
    (0.7
    )
    
    
    0.2
    
    
    
    (1.9
    )Total comprehensive income (loss)
    
    $
    (10.6
    )
    
    $
    (445.1
    )
    
    $
    (18.3
    )
    
    $
    (517.3
    )
  Note 11: Changes in Shareowners Investment
  ADC Common
    
    
    Non-Controlling
    
    
    TotalShareowners
    
    
    Interests
    
    
    (In millions)Balance as of September 30, 2009
    
    $
    356.2
    
    
    $
    4.7
    
    
    $
    360.9Net Income (loss)
    
    
    (24.4
    )
    
    
    0.7
    
    
    
    (23.7
    )Other Comprehensive Income (loss)
    
    
    5.9
    
    
    
    (0.5
    )
    
    
    5.4Total Comprehensive Income (loss)
    
    
    (18.5
    )
    
    
    0.2
    
    
    
    (18.3
    )Common Stock
    
    
    
    
    
    
    
    
    
    
    Treasury Stock
    
    
    
    
    
    
    
    
    
    
    Paid in capital
    
    
    7.2
    
    
    
    
    
    
    
    7.2Other (1)
    
    
    5.5
    
    
    
    
    
    
    
    5.5Balance as of April 2, 2010
    
    $
    350.4
    
    
    $
    4.9
    
    
    $
    355.3
 
 (1)
    
    Reclassification of credit losses related to auction rate securities. Note 12: Segment and Geographic Information
   
    
    Connectivity
 14




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##### Table of Contents




    
    Network Solutions
    
    Professional Services
 Connectivity
 Network Solutions
 Professional Services
   Network
    
    
    Professional
    
    
    
    
    
    
    Restructuring
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    and Impairment
    
    
    Consolidated(In millions)Three Months Ended April 2, 2010External net sales:Products
    
    $
    213.3
    
    
    $
    16.5
    
    
    $
    9.8
    
    
    $
    239.6
    
    
    $
    
    
    
    $
    239.6Services
    
    
    0.7
    
    
    
    3.6
    
    
    
    30.1
    
    
    
    34.4
    
    
    
    
    
    
    
    34.4Total external net sales
    
    $
    214.0
    
    
    $
    20.1
    
    
    $
    39.9
    
    
    $
    274.0
    
    
    $
    
    
    
    $
    274.0Depreciation and amortization
    
    $
    14.0
    
    
    $
    0.9
    
    
    $
    0.7
    
    
    $
    15.6
    
    
    $
    
    
    
    $
    15.6Operating income (loss)
    
    $
    16.5
    
    
    $
    (5.7
    )
    
    $
    2.4
    
    
    $
    13.2
    
    
    $
    (5.0
    )
    
    $
    8.2Three Months Ended March 27, 2009External net sales:Products
    
    $
    206.4
    
    
    $
    11.5
    
    
    $
    8.7
    
    
    $
    226.6
    
    
    $
    
    
    
    $
    226.6Services
    
    
    0.2
    
    
    
    3.9
    
    
    
    25.9
    
    
    
    30.0
    
    
    
    
    
    
    
    30.0Total external net sales
    
    $
    206.6
    
    
    $
    15.4
    
    
    $
    34.6
    
    
    $
    256.6
    
    
    $
    
    
    
    $
    256.6Depreciation and amortization
    
    $
    15.1
    
    
    $
    1.3
    
    
    $
    0.7
    
    
    $
    17.1
    
    
    $
    
    
    
    $
    17.1Operating income (loss)
    
    $
    5.5
    
    
    $
    (8.2
    )
    
    $
    0.5
    
    
    $
    (2.2
    )
    
    $
    (411.8
    )
    
    $
    (414.0
    )
 Network
    
    
    Professional
    
    
    
    
    
    
    Restructuring
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    and Impairment
    
    
    Consolidated(In millions)Six Months Ended April 2, 2010External net sales:Products
    
    $
    413.5
    
    
    $
    34.9
    
    
    $
    19.2
    
    
    $
    467.6
    
    
    $
    
    
    
    $
    467.6Services
    
    
    1.9
    
    
    
    10.5
    
    
    
    59.6
    
    
    
    72.0
    
    
    
    
    
    
    
    72.0Total external net sales
    
    $
    415.4
    
    
    $
    45.4
    
    
    $
    78.8
    
    
    $
    539.6
    
    
    $
    
    
    
    $
    539.6Depreciation and amortization
    
    $
    27.7
    
    
    $
    2.0
    
    
    $
    1.5
    
    
    $
    31.2
    
    
    $
    
    
    
    $
    31.2Operating income (loss)
    
    $
    26.0
    
    
    $
    (10.5
    )
    
    $
    2.9
    
    
    $
    18.4
    
    
    $
    (14.3
    )
    
    $
    4.1Six Months Ended March 27, 2009External net sales:Products
    
    $
    441.3
    
    
    $
    28.1
    
    
    $
    20.7
    
    
    $
    490.1
    
    
    $
    
    
    
    $
    490.1Services
    
    
    0.1
    
    
    
    10.3
    
    
    
    55.8
    
    
    
    66.2
    
    
    
    
    
    
    
    66.2Total external net sales
    
    $
    441.4
    
    
    $
    38.4
    
    
    $
    76.5
    
    
    $
    556.3
    
    
    $
    
    
    
    $
    556.3Depreciation and amortization
    
    $
    30.8
    
    
    $
    3.9
    
    
    $
    1.4
    
    
    $
    36.1
    
    
    $
    
    
    
    $
    36.1Operating income (loss)
    
    $
    6.0
    
    
    $
    (22.9
    )
    
    $
    2.8
    
    
    $
    (14.1
    )
    
    $
    (424.4
    )
    
    $
    (438.5
    )
 15




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##### Table of Contents



Geographic Information
  Three Months Ended
    
    
    Six Months EndedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions)
    
    
    (In millions)Geographic Sales Information:Inside the United States
    
    $
    165.6
    
    
    $
    151.1
    
    
    $
    319.2
    
    
    $
    319.6Outside the United States:Asia Pacific (Australia, Hong Kong, India,
Japan, Korea, New Zealand, Southeast Asia
and Taiwan)
    
    
    31.1
    
    
    
    22.8
    
    
    
    59.9
    
    
    
    53.9China (1)
    
    
    14.4
    
    
    
    20.2
    
    
    
    37.6
    
    
    
    38.9EMEA (Europe, Middle East and Africa)
    
    
    42.6
    
    
    
    42.3
    
    
    
    85.4
    
    
    
    99.3Americas (Canada, Central and South America)
    
    
    20.3
    
    
    
    20.2
    
    
    
    37.5
    
    
    
    44.6Total net sales
    
    $
    274.0
    
    
    $
    256.6
    
    
    $
    539.6
    
    
    $
    556.3Property and Equipment, Net: (2)Inside the United States
    
    $
    103.2Outside the United States
    
    
    50.6Total property and equipment, net
    
    $
    153.8
 
 (1)
    
    Due to the significance of its net sales, China is broken out for geographic purposes.(2)
    
    Other than the U.S., no single country has property and equipment sufficiently material to
disclose. Note 13: Impairment, Restructuring and Other Disposal Charges
  Three Months Ended
    
    
    Six Months EndedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions)
    
    
    (In millions)Impairments:Fixed asset write-downs
    
    $
    0.6
    
    
    $
    
    
    
    $
    0.7
    
    
    $
    0.7Goodwill and intangibles
    
    
    
    
    
    
    408.0
    
    
    
    
    
    
    
    411.4Total impairment charges
    
    
    0.6
    
    
    
    408.0
    
    
    
    0.7
    
    
    
    412.1Restructuring charges:Employee severance
    
    
    4.0
    
    
    
    3.1
    
    
    
    13.0
    
    
    
    11.1Facilities consolidation and lease termination
    
    
    0.4
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    1.2Total restructuring charges
    
    
    4.4
    
    
    
    3.8
    
    
    
    13.6
    
    
    
    12.3Other disposal charges:Inventory write-offs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14.0Total impairment, restructuring and other disposal charges
    
    $
    5.0
    
    
    $
    411.8
    
    
    $
    14.3
    
    
    $
    438.4
 Impairment Charges:
 Restructuring Charges:
 16




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##### Table of Contents



Other Disposal Charges:
  ContinuingAccrual
    
    
    Operations Net
    
    
    Cash payments
    
    
    AccrualType of Charge
    
    September 30, 2009
    
    
    Additions
    
    
    Charged to accrual
    
    
    April 2, 2010(In millions)Employee severance costs
    
    $
    29.1
    
    
    $
    13.0
    
    
    $
    10.7
    
    
    $
    31.4Facilities consolidation
    
    
    7.6
    
    
    
    0.6
    
    
    
    0.7
    
    
    
    7.5Total restructuring accrual
    
    $
    36.7
    
    
    $
    13.6
    
    
    $
    11.4
    
    
    $
    38.9
  Severance
    
    
    Facilities(In millions)2010
    
    $
    22.6
    
    
    $
    1.32011
    
    
    3.1
    
    
    
    1.62012
    
    
    2.5
    
    
    
    1.32013
    
    
    1.7
    
    
    
    1.22014
    
    
    1.0
    
    
    
    1.1Thereafter
    
    
    0.5
    
    
    
    1.0Total
    
    $
    31.4
    
    
    $
    7.5
  Note 14: Other Income (Expense), Net
  Three months ended
    
    
    Six months endedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions)Interest income on investments
    
    $
    1.2
    
    
    $
    2.3
    
    
    $
    2.4
    
    
    $
    7.6Interest expense on borrowings
    
    
    (6.9
    )
    
    
    (7.9
    )
    
    
    (13.6
    )
    
    
    (14.8
    )Interest income (expense), net
    
    
    (5.7
    )
    
    
    (5.6
    )
    
    
    (11.2
    )
    
    
    (7.2
    )Loss recognized on impairment of available-for-sale securities
    
    
    (3.1
    )
    
    
    (14.2
    )
    
    
    (3.1
    )
    
    
    (40.6
    )Loss realized on sale of auction rate securities
    
    
    (2.6
    )
    
    
    
    
    
    
    (2.4
    )
    
    
    Write-down of cost method investment
    
    
    (5.3
    )
    
    
    (3.0
    )
    
    
    (5.3
    )
    
    
    (3.0
    )Foreign exchange gain (loss)
    
    
    (1.8
    )
    
    
    0.2
    
    
    
    (3.0
    )
    
    
    (0.8
    )Gain (loss) on sale of fixed assets
    
    
    (1.1
    )
    
    
    (0.2
    )
    
    
    (1.1
    )
    
    
    0.7Gain on sale of product line
    
    
    
    
    
    
    
    
    
    
    15.9
    
    
    
    Other, net
    
    
    (0.3
    )
    
    
    (0.2
    )
    
    
    (0.6
    )
    
    
    Subtotal
    
    
    (14.2
    )
    
    
    (17.4
    )
    
    
    0.4
    
    
    
    (43.7
    )Total other income (Expense), net
    
    $
    (19.9
    )
    
    $
    (23.0
    )
    
    $
    (10.8
    )
    
    $
    (50.9
    )
 17




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##### Table of Contents



Note 15: Commitments and Contingencies
 Legal Contingencies
  Change of Control
 18




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##### Table of Contents



Note 16: Fair Value Measurements
  Fair Value Hierarchy
  Level 1
  Level 2
   
    
    Determining which instruments are most similar to the instrument being priced requires
management to identify a sample of similar securities based on the coupon rates, maturity,
issuer, credit rating and instrument type, as well as to select, on a subjective basis, an
individual security or multiple securities that are deemed most similar to the security
being priced; and
    
    Determining whether a market is considered active requires management judgment.
 Level 3
   Assets and Liabilities Measured at Fair Value on a Recurring Basis
  19




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##### Table of Contents



Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    
    
    
    
    Significantfor Identical
    
    
    Significant Other
    
    
    UnobservableApril 2,
    
    
    Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    446.2
    
    
    $
    446.2
    
    
    $
    
    
    
    $
    Corporate commercial paper, CDs and bonds
    
    
    132.2
    
    
    
    132.2
    
    
    
    
    
    
    
    Government bonds
    
    
    40.9
    
    
    
    40.9
    
    
    
    
    
    
    
    Restricted cash
    
    
    10.8
    
    
    
    10.8
    
    
    
    
    
    
    
    Foreign currency hedges
    
    
    0.8
    
    
    
    0.8
    
    
    
    
    
    
    
    Auction-rate securities
    
    
    17.4
    
    
    
    
    
    
    
    2.6
    
    
    
    14.8Total assets measured at fair value
    
    $
    648.3
    
    
    $
    630.9
    
    
    $
    2.6
    
    
    $
    14.8Liabilities:Interest rate swap liabilities (1)
    
    
    12.0
    
    
    
    
    
    
    
    12.0
    
    
    
    Total liabilities measured at fair value
    
    $
    12.0
    
    
    $
    
    
    
    $
    12.0
    
    
    $
    
 
 (1)
    
    Short-term portion included in other accrued liabilities and long-term portion included in
other long-term liabilities on the consolidated balance sheet. The short-term and long-term
portions for April 2, 2010 were liabilities of $7.8 million and $4.2 million, respectively.  Fair ValueMeasurements UsingSignificantUnobservable Inputs(Level 3)Balance as of September 30, 2009
    
    $
    24.3Total gains or losses (realized or unrealized)Included in earnings  Other Income (expense), net
    
    
    (1.4
    )Included in other comprehensive income
    
    
    0.4Sales
    
    
    (5.9
    )Transfers in and /or out of Level 3
    
    
    (2.6
    )Balance as of April 2, 2010
    
    $
    14.8
   Note 17: Derivative Instruments and Hedging Activities
  20




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##### Table of Contents



Cash flow hedges
   Year Swapentered into
    
    Fixed Rate
    
    Notional Amount
    
    Expiration Date2008
    
    
    
    4.0
    %
    
    $
    200,000,000
    
    
    June 2013
    Derivatives in cash flow hedging relationships
    
    Interest rate swap (1)
    
    
    Mexican peso hedge (2)
    
    
    TotalBalance as of
September 30, 2009
    
    $
    (12.2
    )
    
    $
    0.4
    
    
    $
    (11.8
    )Amount of (gain) loss recognized in Other
Comprehensive Income on derivative (effective
portion)
    
    
    (3.1
    )
    
    
    1.1
    
    
    
    (2.0
    )Amount of (gain) loss reclassified from Other
Comprehensive Income into income (effective
portion) (3)
    
    
    3.3
    
    
    
    (0.7
    )
    
    
    2.6Balance as of April 2, 2010
    
    $
    (12.0
    )
    
    $
    0.8
    
    
    $
    (11.2
    )
 
 (1)
    
    Short-term portion included in other accrued liabilities and long-term portion included in
other long-term liabilities on the consolidated balance sheet. The short-term and long-term
portions for April 2, 2010 were liabilities of $7.8 million and $4.2 million, respectively.
The short-term and long-term portions for September 30, 2009 were liabilities of $5.0 million
and $7.2 million, respectively.(2)
    
    Assets are included in prepaid expenses and other current assets and liabilities are
included in other accrued liabilities on the consolidated balance sheet. 21




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##### Table of Contents



(3)
    
    Gains and losses are reclassified to interest income (expense) for the interest rate swap and
cost of goods sold for the Mexican peso hedge.     Derivatives not designated as hedging instruments under SFAS 133
    
    Amount of gain (loss) recognized in income on derivativeClassification of gain (loss) recognized in
    
    Three months ended
    
    Six months endedincome on derivative
    
    April 2, 2010
    
    March 27, 2009
    
    April 2, 2010
    
    March 27, 2009Foreign currency hedges
    
    Other income (expense), net
    
    $
    
    
    
    $
    1.0
    
    
    $
    
    
    
    $
    4.4
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
     
    
    Connectivity
    
    Network Solutions
 22




---



##### Table of Contents




    
    Professional Services
 Connectivity
 Network Solutions
 Professional Services
 Marketplace Conditions
   Industry Conditions
   
    
    First, businesses and consumers worldwide are becoming increasingly dependent on
broadband, multi-service communications networks to conduct a wide range of daily
communications tasks (e.g., emails with large amounts of data, teleconferencing, social
networking, video streaming and photo sharing).
    
    Second, end-users of communications services increasingly expect to do business over a
single network connection at a low price. Both public networks operated by communications
service providers and private enterprise networks are evolving to provide combinations of
Internet, data, video and voice services that can be offered over the same high-speed
network.
   23




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##### Table of Contents



i.e.
  Strategy
  
    
    Business growth in fiber-based and wireless communications networks, as well as in
growing markets and geographies;
    
    Operational excellence that drives low-cost industry leadership and provides our
customers with superior products and support; and
    
    High levels of customer service and focus through alignment with the next generation
network needs of our global customer base.
 Business Growth in Areas of High Strategic Importance.
  Operational Excellence and Low Cost Industry Leadership
  Improved Customer Service and Focus
 24




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##### Table of Contents



Results of Operations
 Net Sales
   PercentageThree months ended
    
    
    Increase (Decrease)April 2, 2010
    
    
    March 27, 2009
    
    
    Between Periods(In millions)Net sales
    
    $
    274.0
    
    
    $
    256.6
    
    
    
    6.8
    %Cost of sales
    
    
    174.1
    
    
    
    173.8
    
    
    
    0.2Gross profit
    
    
    99.9
    
    
    
    82.8
    
    
    
    20.7Gross margin
    
    
    36.5
    %
    
    
    32.3
    %Operating expenses:Research and development
    
    
    16.9
    
    
    
    17.3
    
    
    
    (2.3
    )Selling and administration
    
    
    69.8
    
    
    
    67.7
    
    
    
    3.1Impairment charges
    
    
    0.6
    
    
    
    408.0
    
    
    
    (99.9
    )Restructuring charges
    
    
    4.4
    
    
    
    3.8
    
    
    
    15.8Total operating expenses
    
    
    91.7
    
    
    
    496.8
    
    
    
    (81.5
    )Operating income (loss)
    
    
    8.2
    
    
    
    (414.0
    )
    
    
    102.0Operating margin
    
    
    3.0
    %
    
    
    (161.4
    )%Other income (expense), net:Interest income, net
    
    
    (5.7
    )
    
    
    (5.6
    )
    
    
    (1.8
    )Other, net
    
    
    (14.2
    )
    
    
    (17.4
    )
    
    
    18.4Income (loss) before income taxes
    
    
    (11.7
    )
    
    
    (437.0
    )
    
    
    97.3Provision for income taxes
    
    
    0.8
    
    
    
    (3.0
    )
    
    
    126.7Income (loss) from continuing operations
    
    $
    (12.5
    )
    
    $
    (434.0
    )
    
    
    97.1
    %
 25




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##### Table of Contents



PercentageSix months ended
    
    
    Increase (Decrease)April 2, 2010
    
    
    March 27, 2009
    
    
    Between Periods(In millions)Net sales
    
    $
    539.6
    
    
    $
    556.3
    
    
    
    (3.0
    )%Cost of sales
    
    
    347.6
    
    
    
    399.2
    
    
    
    (12.9
    )Gross profit
    
    
    192.0
    
    
    
    157.1
    
    
    
    22.2Gross margin
    
    
    35.6
    %
    
    
    28.2
    %Operating expenses:Research and development
    
    
    33.2
    
    
    
    34.3
    
    
    
    (3.2
    )Selling and administration
    
    
    140.4
    
    
    
    136.9
    
    
    
    2.6Impairment charges
    
    
    0.7
    
    
    
    412.1
    
    
    
    (99.8
    )Restructuring charges
    
    
    13.6
    
    
    
    12.3
    
    
    
    10.6Total operating expenses
    
    
    187.9
    
    
    
    595.6
    
    
    
    (68.5
    )Operating income (loss)
    
    
    4.1
    
    
    
    (438.5
    )
    
    
    100.9Operating margin
    
    
    0.8
    %
    
    
    (78.8
    )%Other income (expense), net:Interest income, net
    
    
    (11.2
    )
    
    
    (7.2
    )
    
    
    (55.6
    )Other, net
    
    
    0.4
    
    
    
    (43.7
    )
    
    
    100.9Income (loss) before income taxes
    
    
    (6.7
    )
    
    
    (489.4
    )
    
    
    98.6Provision (benefit) for income taxes
    
    
    2.2
    
    
    
    (7.0
    )
    
    
    131.4Income (loss) from continuing operations
    
    $
    (8.9
    )
    
    $
    (482.4
    )
    
    
    98.2
    %
  Three months ended
    
    
    PercentageApril 2, 2010
    
    
    March 27, 2009
    
    
    Increase (Decrease)Reportable Segment
    
    (In millions)
    
    
    Between PeriodsConnectivityProducts
    
    $
    213.3
    
    
    $
    206.4
    
    
    
    3.3
    %Services
    
    
    0.7
    
    
    
    0.2
    
    
    
    250.0Total Connectivity
    
    
    214.0
    
    
    
    206.6
    
    
    
    3.6Network Solutions:Products
    
    
    16.5
    
    
    
    11.5
    
    
    
    43.5Services
    
    
    3.6
    
    
    
    3.9
    
    
    
    (7.7
    )Total Network Solutions
    
    
    20.1
    
    
    
    15.4
    
    
    
    30.5Professional Services:Products
    
    
    9.8
    
    
    
    8.7
    
    
    
    12.6Services
    
    
    30.1
    
    
    
    25.9
    
    
    
    16.2Total Professional Services
    
    
    39.9
    
    
    
    34.6
    
    
    
    15.3Total Net Sales
    
    $
    274.0
    
    
    $
    256.6
    
    
    
    6.8
    %
 Six months ended
    
    
    PercentageApril 2, 2010
    
    
    March 27, 2009
    
    
    Increase (Decrease)Reportable Segment
    
    (In millions)
    
    
    Between PeriodsConnectivityProducts
    
    $
    413.5
    
    
    $
    441.3
    
    
    
    (6.3
    )%Services
    
    
    1.9
    
    
    
    0.1
    
    
    
    Total Connectivity
    
    
    415.4
    
    
    
    441.4
    
    
    
    (5.9
    )Network Solutions:Products
    
    
    34.9
    
    
    
    28.1
    
    
    
    24.2Services
    
    
    10.5
    
    
    
    10.3
    
    
    
    1.9Total Network Solutions
    
    
    45.4
    
    
    
    38.4
    
    
    
    18.2Professional Services:Products
    
    
    19.2
    
    
    
    20.7
    
    
    
    (7.2
    )Services
    
    
    59.6
    
    
    
    55.8
    
    
    
    6.8Total Professional Services
    
    
    78.8
    
    
    
    76.5
    
    
    
    3.0Total Net Sales
    
    $
    539.6
    
    
    $
    556.3
    
    
    
    (3.0
    )%
   26




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##### Table of Contents



Gross Margins
   Operating Expenses
  Research and development:
 27




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##### Table of Contents



Selling and administration:
 Restructuring charges:
  Other Disposal Charges:
 Impairment Charges:
 Other Income (Expense), Net
  Three months ended
    
    
    Six months endedApril 2, 2010
    
    
    March 27, 2009
    
    
    April 2, 2010
    
    
    March 27, 2009(In millions)Interest income on investments
    
    $
    1.2
    
    
    $
    2.3
    
    
    $
    2.4
    
    
    $
    7.6Interest expense on borrowings
    
    
    (6.9
    )
    
    
    (7.9
    )
    
    
    (13.6
    )
    
    
    (14.8
    )Interest income (expense), net
    
    
    (5.7
    )
    
    
    (5.6
    )
    
    
    (11.2
    )
    
    
    (7.2
    )Loss recognized on impairment of available-for-sale securities
    
    
    (3.1
    )
    
    
    (14.2
    )
    
    
    (3.1
    )
    
    
    (40.6
    )Loss realized on sale of auction rate securities
    
    
    (2.6
    )
    
    
    
    
    
    
    (2.4
    )
    
    
    Write-down of cost method investment
    
    
    (5.3
    )
    
    
    (3.0
    )
    
    
    (5.3
    )
    
    
    (3.0
    )Foreign exchange gain (loss)
    
    
    (1.8
    )
    
    
    0.2
    
    
    
    (3.0
    )
    
    
    (0.8
    )Gain (loss) on sale of fixed assets
    
    
    (1.1
    )
    
    
    (0.2
    )
    
    
    (1.1
    )
    
    
    0.7Gain on sale of product line
    
    
    
    
    
    
    
    
    
    
    15.9
    
    
    
    Other, net
    
    
    (0.3
    )
    
    
    (0.2
    )
    
    
    (0.6
    )
    
    
    Subtotal
    
    
    (14.2
    )
    
    
    (17.4
    )
    
    
    0.4
    
    
    
    (43.7
    )Total other income (Expense), net
    
    $
    (19.9
    )
    
    $
    (23.0
    )
    
    $
    (10.8
    )
    
    $
    (50.9
    )
  28




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##### Table of Contents



Income Taxes
   Three Months Ended
    
    Six Months EndedApril 2, 2010
    
    March 27, 2009
    
    April 2, 2010
    
    March 27, 2009(In millions)Income tax provision (benefit)
    
    $
    0.8
    
    
    $
    (3.0
    )
    
    $
    2.2
    
    
    $
    (7.0
    )Income (loss) before income taxes
    
    $
    (11.7
    )
    
    $
    (437.0
    )
    
    $
    (6.7
    )
    
    $
    (489.4
    )Effective income tax rate
    
    
    (6.8
    %)
    
    
    0.7
    %
    
    
    (32.8
    %)
    
    
    (1.4
    %)
   Discontinued Operations
 29




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##### Table of Contents



GSM Base Station and Switching Business
   APS Germany
  APS France
  Recently Adopted Accounting Pronouncements
  Business combinations and non-controlling interests
  Fair Value Measurements
   30




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##### Table of Contents



Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
  Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entitys Own Stock
  Liquidity and Capital Resources
 Liquidity
     31




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##### Table of Contents



Operating Activities
   Investing Activities
   Financing Activities
  Credit Facility
  32




---



##### Table of Contents



Off-Balance-Sheet Arrangements and Contractual Obligations
  Working Capital and Liquidity Outlook
     Cautionary Statement Regarding Forward Looking Information
 33




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
 34




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 1A. RISK FACTORS
   Conditions in global markets could adversely affect our operations
   
    
    local economic and market conditions;
    
    political and economic instability;
    
    unexpected changes in or impositions of legislative or regulatory requirements;
    
    compliance with the Foreign Corrupt Practices Act and various laws in countries in
which we are doing business;
    
    fluctuations in foreign currency exchange rates which can be significant;
    
    requirements to consult with or obtain the approval of works councils or other labor
organizations to complete business initiatives;
    
    tariffs and other barriers and restrictions;
    
    risk of foreign government nationalizing our manufacturing operations;
    
    foreign governments efforts to control their local currency and economies in
general, resulting in difficulties in exchanging currency or transferring funds to and
from such countries;
    
    longer payments cycles;
 35




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##### Table of Contents




    
    difficulties enforcing intellectual property and contract rights;
    
    greater difficulty in accounts receivable collection;
    
    potentially adverse taxes and export and import requirements; and
    
    the burdens of complying with a variety of non-U.S. laws and telecommunications
standards.
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. (REMOVED AND RESERVED)
 
 ITEM 5. OTHER INFORMATION
   
 ITEM 6. EXHIBITS
  36




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##### Table of Contents



SIGNATURES
  Dated: May 6, 2010
    ADC TELECOMMUNICATIONS, INC.By:
    /s/ James G. MathewsJames G. MathewsVice President, Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) 37




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##### Table of Contents



ADC TELECOMMUNICATIONS, INC.
 
 EXHIBIT INDEX TO FORM 10-Q
 FOR THE THREE MONTHS ENDED APRIL 2, 2010
 ExhibitNo.
    
    Description3.1
    
    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 to 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 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.)10.1
    
    Form of ADC Telecommunications, Inc. Incentive Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2010 Global Stock Incentive Plan beginning February 10, 2010.*10.2
    
    Form of ADC Telecommunications, Inc. Nonqualified Stock Option Agreement provided to
employees with respect to option grants made under the ADC Telecommunications, Inc.
2010 Global Stock Incentive Plan beginning February 10, 2010.*10.3
    
    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. 2010 Global Stock Incentive Plan
beginning February 10, 2010.*10. 4
    
    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. 2010 Global Stock Incentive Plan
beginning February 10, 2010.*10.5
    
    Form of ADC Telecommunications, Inc. Three-Year Performance-Based Cash Unit Award
Agreement provided to employees with respect to restricted cash unit grants made
under the ADC Telecommunications, Inc. 2010 Global Stock Incentive Plan beginning
February 10, 2010.*10.6
    
    ADC Telecommunications, Inc. Executive Change in Control Severance Pay Plan (For
Individuals Who Become Eligible Employees After January 27, 2010).*10.7
    
    ADC Telecommunications, Inc.2010 Global Stock Incentive Plan. (Incorporated by
reference to Exhibit 10.7 to ADCs Quarterly Report on Form 10-Q for the quarter
ended January 1, 2010.)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 38