##### 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 May 2, 2008
 OR
 o
    
    TRANSACTION 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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
  o þ




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATION

3ITEM 1. FINANCIAL STATEMENTS

3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

18ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

30ITEM 4. CONTROLS AND PROCEDURES

30PART II. OTHER INFORMATION

31ITEM 1. LEGAL PROCEEDINGS

31ITEM 1A. RISK FACTORS

31ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

31ITEM 3. DEFAULTS UPON SENIOR SECURITIES

31ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

32ITEM 5. OTHER INFORMATION

32ITEM 6. EXHIBITS

32SIGNATURES

33ADC TELECOMMUNICATIONS, INC. EXHIBIT INDEX TO FORM 10-Q FOR THE THREE MONTHS ENDED MAY 2, 2008

342008 Global Stock Incentive PlanCertification of Principal Executive Officer - Rule 13a-14(a)Certification of Principal Financial Officer - Rule 13a-14(a)Certifications Pursuant to 18 U.S.C. Section 1350
  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
 May 2,
    
    
    October 31,2008
    
    
    2007(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    813.3
    
    
    $
    520.2Available-for-sale securities
    
    
    0.2
    
    
    
    61.6Accounts receivable, net of reserves of $7.6 and $6.6
    
    
    251.3
    
    
    
    189.4Unbilled revenue
    
    
    34.5
    
    
    
    34.3Inventories, net of reserves of $40.1 and $41.3
    
    
    197.9
    
    
    
    170.2Prepaid and other current assets
    
    
    33.4
    
    
    
    32.1Assets of discontinued operations
    
    
    
    
    
    
    0.4Total current assets
    
    
    1,330.6
    
    
    
    1,008.2Property and equipment, net of accumulated depreciation of $418.6 and $395.9
    
    
    202.7
    
    
    
    199.2Restricted cash
    
    
    13.1
    
    
    
    12.8Goodwill
    
    
    349.0
    
    
    
    238.4Intangibles, net of accumulated amortization of $116.4 and $95.9
    
    
    179.2
    
    
    
    121.9Available-for-sale securities
    
    
    72.2
    
    
    
    113.8Other assets
    
    
    87.7
    
    
    
    70.5Total assets
    
    $
    2,234.5
    
    
    $
    1,764.8LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term debt
    
    $
    204.1
    
    
    $
    200.6Accounts payable
    
    
    103.5
    
    
    
    92.5Accrued compensation and benefits
    
    
    71.8
    
    
    
    80.8Other accrued liabilities
    
    
    71.8
    
    
    
    61.2Income taxes payable
    
    
    4.4
    
    
    
    15.5Restructuring accrual
    
    
    14.0
    
    
    
    19.6Liabilities of discontinued operations
    
    
    2.1
    
    
    
    3.9Total current liabilities
    
    
    471.7
    
    
    
    474.1Pension obligations and other long-term liabilities
    
    
    100.7
    
    
    
    82.5Long-term notes payable
    
    
    651.0
    
    
    
    200.6Total liabilities
    
    
    1,223.4
    
    
    
    757.2Shareowners Investment:(117.7 and 117.6 shares outstanding, respectively)
    
    
    1,011.1
    
    
    
    1,007.6Total liabilities and shareowners investment
    
    $
    2,234.5
    
    
    $
    1,764.8
  3




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##### Table of Contents



ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSUNAUDITED
 Three Months Ended
    
    
    Six Months EndedMay 2, 2008
    
    
    May 4, 2007
    
    
    May 2, 2008
    
    
    May 4, 2007(In millions)Net Sales:Product
    
    $
    353.8
    
    
    $
    311.9
    
    
    $
    647.3
    
    
    $
    573.7Service
    
    
    49.6
    
    
    
    37.4
    
    
    
    94.6
    
    
    
    72.8Total net sales
    
    
    403.4
    
    
    
    349.3
    
    
    
    741.9
    
    
    
    646.5Cost of Sales:Product
    
    
    225.9
    
    
    
    195.9
    
    
    
    408.4
    
    
    
    364.8Service
    
    
    34.4
    
    
    
    33.0
    
    
    
    68.7
    
    
    
    66.4Total cost of sales
    
    
    260.3
    
    
    
    228.9
    
    
    
    477.1
    
    
    
    431.2Gross Profit
    
    
    143.1
    
    
    
    120.4
    
    
    
    264.8
    
    
    
    215.3Operating Expenses:Research and development
    
    
    21.8
    
    
    
    17.7
    
    
    
    41.3
    
    
    
    34.5Selling and administration
    
    
    86.0
    
    
    
    69.2
    
    
    
    168.6
    
    
    
    139.5Restructuring and impairment charges
    
    
    1.0
    
    
    
    (0.9
    )
    
    
    2.2
    
    
    
    (0.3
    )Total operating expenses
    
    
    108.8
    
    
    
    86.0
    
    
    
    212.1
    
    
    
    173.7Operating Income
    
    
    34.3
    
    
    
    34.4
    
    
    
    52.7
    
    
    
    41.6Other income (loss), net
    
    
    (15.9
    )
    
    
    61.7
    
    
    
    (60.8
    )
    
    
    65.3Income (loss) before income taxes
    
    
    18.4
    
    
    
    96.1
    
    
    
    (8.1
    )
    
    
    106.9Provision for income taxes
    
    
    1.9
    
    
    
    2.7
    
    
    
    3.4
    
    
    
    3.8Income (loss) from continuing operations
    
    
    16.5
    
    
    
    93.4
    
    
    
    (11.5
    )
    
    
    103.1Discontinued Operations, Net of TaxIncome (loss) from discontinued operations
    
    
    (0.2
    )
    
    
    (1.5
    )
    
    
    0.5
    
    
    
    (2.5
    )Gain (loss) on sale of discontinued operations, net
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    (4.9
    )Total discontinued operations
    
    
    (0.2
    )
    
    
    (1.3
    )
    
    
    0.5
    
    
    
    (7.4
    )Net Income (Loss)
    
    $
    16.3
    
    
    $
    92.1
    
    
    $
    (11.0
    )
    
    $
    95.7Weighted Average Common Shares Outstanding (Basic)
    
    
    117.7
    
    
    
    117.3
    
    
    
    117.7
    
    
    
    117.3Weighted Average Common Shares Outstanding (Diluted)
    
    
    118.2
    
    
    
    131.8
    
    
    
    117.7
    
    
    
    131.6Basic Earnings (Loss) Per Share:Continuing operations
    
    $
    0.14
    
    
    $
    0.80
    
    
    $
    (0.10
    )
    
    $
    0.88Discontinued operations
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    (0.06
    )Net income (loss) per share
    
    $
    0.14
    
    
    $
    0.79
    
    
    $
    (0.09
    )
    
    $
    0.82Diluted Earnings (Loss) Per Share:Continuing operations
    
    $
    0.14
    
    
    $
    0.73
    
    
    $
    (0.10
    )
    
    $
    0.84Discontinued operations
    
    $
    
    
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    (0.06
    )Net income (loss) per share
    
    $
    0.14
    
    
    $
    0.72
    
    
    $
    (0.09
    )
    
    $
    0.78
  4




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED
 Six Months EndedMay 2, 2008
    
    
    May 4, 2007(In millions)Operating Activities:Income (loss) from continuing operations
    
    $
    (11.5
    )
    
    $
    103.1Adjustments to reconcile income (loss) from continuing operations to net cash
provided by (used for) operating activities from continuing operations:Impairments
    
    
    
    
    
    
    0.1Inventory write-offs
    
    
    5.0
    
    
    
    6.8Write-down of investments
    
    
    68.2
    
    
    
    Depreciation and amortization
    
    
    40.6
    
    
    
    34.2Provision for bad debt
    
    
    0.9
    
    
    
    (0.9
    )Change in warranty reserve
    
    
    (1.3
    )
    
    
    1.2Non-cash stock compensation
    
    
    9.1
    
    
    
    4.6Change in deferred income taxes
    
    
    (0.9
    )
    
    
    0.5Loss on sale of property and equipment
    
    
    
    
    
    
    0.5Gain on sale of investments
    
    
    
    
    
    
    (57.5
    )Other, net
    
    
    (8.4
    )
    
    
    (3.1
    )Changes in operating assets and liabilities, net of divestitures:Accounts receivable and unbilled revenues increase
    
    
    (2.7
    )
    
    
    (7.8
    )Inventories increase
    
    
    (10.2
    )
    
    
    (11.7
    )Prepaid and other assets decrease
    
    
    5.9
    
    
    
    4.1Accounts payable increase (decrease)
    
    
    (17.5
    )
    
    
    6.9Accrued liabilities decrease
    
    
    (21.8
    )
    
    
    (5.0
    )Total cash provided by operating activities from continuing operations
    
    
    55.4
    
    
    
    76.0Total cash used for operating activities from discontinued operations
    
    
    (0.9
    )
    
    
    (9.1
    )Total cash provided by operating activities
    
    
    54.5
    
    
    
    66.9Investing Activities:Acquisitions, net of cash acquired
    
    
    (199.4
    )
    
    
    (2.0
    )Divestitures, net of cash disposed
    
    
    
    
    
    
    0.3Purchase of interest in unconsolidated affiliates
    
    
    (5.2
    )
    
    
    Property, equipment and patent additions
    
    
    (20.0
    )
    
    
    (18.3
    )Proceeds from disposal of property and equipment
    
    
    0.1
    
    
    
    0.5Proceeds from sale of investments
    
    
    
    
    
    
    59.8Warrant exercise
    
    
    
    
    
    
    (1.8
    )Decrease in restricted cash
    
    
    0.9
    
    
    
    1.2Purchase of available-for-sale securities
    
    
    (4.7
    )
    
    
    (674.3
    )Sale of available-for-sale securities
    
    
    39.7
    
    
    
    536.0Total cash used for investing activities from continuing operations
    
    
    (188.6
    )
    
    
    (98.6
    )Total cash provided by investing activities from discontinued operations
    
    
    
    
    
    
    1.1Total cash used for investing activities
    
    
    (188.6
    )
    
    
    (97.5
    )Financing Activities:Debt issuance
    
    
    450.0
    
    
    
    Payments of financing costs
    
    
    (10.7
    )
    
    
    Debt payments
    
    
    (18.0
    )
    
    
    Common stock issued
    
    
    0.3
    
    
    
    2.0Total cash provided by financing activities
    
    
    421.6
    
    
    
    2.0Effect of Exchange Rate Changes on Cash
    
    
    5.6
    
    
    
    5.2Increase/(Decrease) in Cash and Cash Equivalents
    
    
    293.1
    
    
    
    (23.4
    )Cash and Cash Equivalents, beginning of period
    
    
    520.2
    
    
    
    142.2Cash and Cash Equivalents, end of period
    
    $
    813.3
    
    
    $
    118.8
  5




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSUNAUDITED
 Note 1: Basis of Presentation
  Accounting for the Impairment or
Disposal of Long-Lived Assets,
 Fiscal Year
  Recently Issued Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging Activities, an amendment of FAS 133 Accounting for Derivative Instruments and Hedging Activities
 Summary of Significant Accounting Policies
  Derivatives
  Warranty
  6




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Accrual
    
    
    
    
    
    Charged to
    
    
    
    
    
    AccrualOctober 31, 2007
    
    Acquisitions
    
    expenses
    
    Deductions
    
    May 2, 2008(In millions)Warranty Reserve
    
    $
    8.4
    
    
    $
    1.9
    
    
    $
    (1.3
    )
    
    $
    0.9
    
    
    $
    8.1
 Note 2: Share-Based Compensation
 Share-Based Payment: An amendment
of FASB Statement No. 123 and 95,
 Note 3: Acquisitions
 LGC
      December 3,2007(In millions)Current assets
    
    $
    46.9Intangible assets
    
    
    58.9Goodwill
    
    
    82.5Other long-term assets
    
    
    4.3Total assets acquired
    
    
    192.6Current liabilities
    
    
    42.0Long-term liabilities
    
    
    0.8Total liabilities assumed
    
    
    42.8Net assets acquired
    
    
    149.8Less:Cash acquired
    
    
    0.8LGC options exchanged for ADC options
    
    
    3.0Net cash paid
    
    $
    146.0
 7




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##### Table of Contents



Century Man
     January 10,2008(In millions)Current assets
    
    $
    38.1Intangible assets
    
    
    12.9Goodwill
    
    
    27.7Other long-term assets
    
    
    3.5Total assets acquired
    
    
    82.2Current liabilities
    
    
    24.9Long-term liabilities
    
    
    Total liabilities assumed
    
    
    24.9Net assets acquired
    
    
    57.3Less cash acquired
    
    
    3.9Net cash paid
    
    $
    53.4
 Pro-Forma Results of Operations
  Three Months Ended
    
    
    Six Months EndedMay 4,
    
    
    May 2,
    
    
    May 4,2007
    
    
    2008
    
    
    2007(In millions, except per share data)Net sales
    
    $
    381.2
    
    
    $
    766.4
    
    
    $
    704.6Income (loss) from continuing operations
    
    
    93.8
    
    
    
    (8.7
    )
    
    
    102.1Net income (loss)
    
    
    92.5
    
    
    
    (9.1
    )
    
    
    94.7Income (loss) from continuing operations per share  basic
    
    
    0.80
    
    
    
    (0.07
    )
    
    
    0.87Income (loss) from continuing operations per share  diluted
    
    
    0.74
    
    
    
    (0.07
    )
    
    
    0.83Net income (loss) per share  basic
    
    
    0.79
    
    
    
    (0.08
    )
    
    
    0.81Net income (loss) per share  diluted
    
    $
    0.73
    
    
    $
    (0.08
    )
    
    $
    0.77
  8




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Note 4: Discontinued Operations
 G-Connect
  APS France
  Accounting for
the Impairment or Disposal of Long-Lived Assets.
 Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Net sales
    
    $
    
    
    
    $
    1.4
    
    
    $
    
    
    
    $
    8.5Income (loss) from discontinued operations
    
    $
    (0.2
    )
    
    $
    (1.5
    )
    
    $
    0.5
    
    
    $
    (2.5
    )Gain (loss) on sale of discontinued operations
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    (4.9
    )Total discontinued operations
    
    $
    (0.2
    )
    
    $
    (1.3
    )
    
    $
    0.5
    
    
    $
    (7.4
    )
 Note 5: Net Income (Loss) from Continuing Operations Per Share
  Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions, except
    
    
    (In millions, exceptper share amounts)
    
    
    per share amounts)Numerator:Net income (loss) from continuing operations
    
    $
    16.5
    
    
    $
    93.4
    
    
    $
    (11.5
    )
    
    $
    103.1Interest expense for convertible notes
    
    
    
    
    
    
    3.4
    
    
    
    
    
    
    
    6.8Net income (loss) from continuing operations  diluted
    
    $
    16.5
    
    
    $
    96.8
    
    
    $
    (11.5
    )
    
    $
    109.9Denominator:Weighted average common shares outstanding  basic
    
    
    117.7
    
    
    
    117.3
    
    
    
    117.7
    
    
    
    117.3Convertible bonds converted to common stock
    
    
    
    
    
    
    14.2
    
    
    
    
    
    
    
    14.2Employee options and other
    
    
    0.5
    
    
    
    0.3
    
    
    
    
    
    
    
    0.1Weighted average common shares outstanding  diluted
    
    
    118.2
    
    
    
    131.8
    
    
    
    117.7
    
    
    
    131.6Basic income (loss) per share from continuing operations
    
    $
    0.14
    
    
    $
    0.80
    
    
    $
    (0.10
    )
    
    $
    0.88Diluted income (loss) per share from continuing operations
    
    $
    0.14
    
    
    $
    0.73
    
    
    $
    (0.10
    )
    
    $
    0.84
  9




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##### Table of Contents



Convertible Shares
    
    Conversion(In millions)
    
    (In millions)
    
    Price$200 convertible subordinated note, 1.0% fixed rate, due June 15, 2008
    
    
    7.1
    
    
    $
    28.091$200 convertible subordinated note, 6-month LIBOR plus 0.375%, due June 15, 2013
    
    
    7.1
    
    
    
    28.091$225 convertible subordinated note, 3.5% fixed rate, due July 15, 2015
    
    
    8.3
    
    
    
    27.00$225 convertible subordinated note, 3.5% fixed rate, due July 15, 2017
    
    
    7.9
    
    
    
    28.55Total
    
    
    30.4
  Note 6: Inventories
  May 2,
    
    
    October 31,2008
    
    
    2007(In millions)Manufactured products
    
    $
    149.5
    
    
    $
    135.7Purchased materials
    
    
    80.0
    
    
    
    71.2Work-in-process
    
    
    8.5
    
    
    
    4.6Less: Inventory reserve
    
    
    (40.1
    )
    
    
    (41.3
    )Total inventories, net
    
    $
    197.9
    
    
    $
    170.2
 Note 7: Property & Equipment
  May 2,
    
    
    October 31,2008
    
    
    2007(In millions)Land and buildings
    
    $
    146.1
    
    
    $
    143.9Machinery and equipment
    
    
    420.5
    
    
    
    405.8Furniture and fixtures
    
    
    39.8
    
    
    
    39.4Less: Accumulated depreciation
    
    
    (418.6
    )
    
    
    (395.9
    )Total
    
    
    187.8
    
    
    
    193.2Construction-in-progress
    
    
    14.9
    
    
    
    6.0Total property & equipment, net
    
    $
    202.7
    
    
    $
    199.2
 Note 8: Goodwill and Intangible Assets
  10




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Global ConnectivitySolutions
    
    
    Network Solutions
    
    
    Total(In millions)Balance as of October 31, 2007
    
    $
    238.4
    
    
    $
    
    
    
    $
    238.4Goodwill acquired during the year
    
    
    27.7
    
    
    
    82.5
    
    
    
    110.2Cumulative translation adjustment
    
    
    1.0
    
    
    
    
    
    
    
    1.0Other
    
    
    (0.6
    )
    
    
    
    
    
    
    (0.6
    )Balance as of May 2, 2008
    
    $
    266.5
    
    
    $
    82.5
    
    
    $
    349.0
   EstimatedLife RangeLGC
    
    
    Century Man
    
    
    Other
    
    
    Total
    
    
    (In Years)(In millions)Gross carrying amounts:Technology
    
    $
    42.8
    
    
    $
    3.8
    
    
    $
    54.1
    
    
    $
    100.7
    
    
    
    5-7Trade name/trademarks
    
    
    1.4
    
    
    
    
    
    
    
    26.2
    
    
    
    27.6
    
    
    
    2-20Distributor network
    
    
    
    
    
    
    
    
    
    
    10.1
    
    
    
    10.1
    
    
    
    10Customer list
    
    
    13.3
    
    
    
    8.7
    
    
    
    41.8
    
    
    
    63.8
    
    
    
    2-7Patents
    
    
    
    
    
    
    
    
    
    
    51.5
    
    
    
    51.5
    
    
    
    3-7Non-compete agreements
    
    
    
    
    
    
    0.4
    
    
    
    13.6
    
    
    
    14.0
    
    
    
    2-5Other
    
    
    1.4
    
    
    
    
    
    
    
    26.5
    
    
    
    27.9
    
    
    
    1-14Total
    
    $
    58.9
    
    
    $
    12.9
    
    
    $
    223.8
    
    
    $
    295.6
    
    
    
    7
    (1)
 
 (1)
    
    Weighted average life.  Note 9: Long-Term Debt
  (In millions)
    
    May 2, 2008
    
    
    October 31, 2007Convertible subordinated note, 1.0% fixed rate, due June 15, 2008
    
    $
    200.0
    
    
    $
    200.0Convertible subordinated note, 6-month LIBOR plus 0.375%, due June 15, 2013
    
    
    200.0
    
    
    
    200.0Convertible subordinated note, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    Convertible subordinated note, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    Total convertible subordinated notes
    
    
    850.0
    
    
    
    400.0Note, 1.5% fixed rate, due July 10, 2012
    
    
    0.6
    
    
    
    0.7Note, variable rate, renews monthly
    
    
    0.5
    
    
    
    0.5LGC capital leases, various due dates
    
    
    1.2
    
    
    
    Century Man notes, variable rate, various due dates
    
    
    2.8
    
    
    
    Total debt
    
    
    855.1
    
    
    
    401.2Less: Current portion of long-term debt
    
    
    204.1
    
    
    
    200.6Long-term debt and capital lease obligations
    
    $
    651.0
    
    
    $
    200.6
 11




---



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12




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##### Table of Contents



Note 10: Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109.
   (In millions)Increase in retained earnings
    
    $
    1.4Decrease in goodwill in connection with the KRONE acquisition
    
    
    0.9Decrease in cumulative translation adjustment
    
    
    1.5Increase in net deferred income tax assets
    
    
    5.8Increase in liabilities for unrecognized income tax benefits
    
    
    5.0
    Major Jurisdictions
    
    Open Tax YearsAustralia
    
    
    2003-2007France
    
    
    2004-2007Germany
    
    
    2002-2007United Kingdom
    
    
    2005-2007United States
    
    
    2004-2007
 Accounting for Income Taxes,
 13




---



##### Table of Contents



Note 11: Comprehensive Income
   Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Net income (loss)
    
    $
    16.3
    
    
    $
    92.1
    
    
    $
    (11.0
    )
    
    $
    95.7Change in cumulative translation adjustment
    
    
    1.0
    
    
    
    4.1
    
    
    
    (2.3
    )
    
    
    4.6Adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    Total comprehensive income (loss)
    
    $
    17.3
    
    
    $
    96.2
    
    
    $
    (11.9
    )
    
    $
    100.3
  Note 12: Pension Benefits
   Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Service cost
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    1.0
    
    
    
    0.8
    
    
    
    1.9
    
    
    
    1.6Net periodic benefit cost
    
    $
    1.0
    
    
    $
    0.9
    
    
    $
    2.0
    
    
    $
    1.7
 Note 13: Segment and Geographic Information
  14




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##### Table of Contents




    
    Global Connectivity Solutions
    
    Network Solutions
    
    Professional Services
 Global Connectivity Solutions
 Network Solutions
 Professional Services
   Network
    
    
    Professional
    
    
    
    
    
    
    
    
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    Restructuring
    
    
    Consolidated(In millions)Three Months Ended May 2, 2008External net sales:Products
    
    $
    298.4
    
    
    $
    42.9
    
    
    $
    12.5
    
    
    $
    353.8
    
    
    $
    
    
    
    $
    353.8Services
    
    
    
    
    
    
    4.3
    
    
    
    45.3
    
    
    
    49.6
    
    
    
    
    
    
    
    49.6Total external net sales
    
    $
    298.4
    
    
    $
    47.2
    
    
    $
    57.8
    
    
    $
    403.4
    
    
    $
    
    
    
    $
    403.4Depreciation and amortization
    
    $
    14.8
    
    
    $
    3.9
    
    
    $
    1.7
    
    
    $
    20.4
    
    
    $
    
    
    
    $
    20.4Operating income (loss)
    
    $
    42.3
    
    
    $
    (7.9
    )
    
    $
    0.9
    
    
    $
    35.3
    
    
    $
    (1.0
    )
    
    $
    34.3Three Months Ended May 4, 2007External net sales:Products
    
    $
    271.2
    
    
    $
    26.2
    
    
    $
    14.5
    
    
    $
    311.9
    
    
    $
    
    
    
    $
    311.9Services
    
    
    
    
    
    
    
    
    
    
    37.4
    
    
    
    37.4
    
    
    
    
    
    
    
    37.4Total external net sales
    
    $
    271.2
    
    
    $
    26.2
    
    
    $
    51.9
    
    
    $
    349.3
    
    
    $
    
    
    
    $
    349.3Depreciation and amortization
    
    $
    14.5
    
    
    $
    1.4
    
    
    $
    1.2
    
    
    $
    17.1
    
    
    $
    
    
    
    $
    17.1Operating income (loss)
    
    $
    37.6
    
    
    $
    (3.4
    )
    
    $
    (0.7
    )
    
    $
    33.5
    
    
    $
    0.9
    
    
    $
    34.4
 15




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##### Table of Contents



Network
    
    
    Professional
    
    
    
    
    
    
    
    
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    Restructuring
    
    
    Consolidated(In millions)Six Months Ended May 2, 2008External net sales:Products
    
    $
    544.7
    
    
    $
    77.9
    
    
    $
    24.7
    
    
    $
    647.3
    
    
    $
    
    
    
    $
    647.3Services
    
    
    
    
    
    
    9.2
    
    
    
    85.4
    
    
    
    94.6
    
    
    
    
    
    
    
    94.6Total external net sales
    
    $
    544.7
    
    
    $
    87.1
    
    
    $
    110.1
    
    
    $
    741.9
    
    
    $
    
    
    
    $
    741.9Depreciation and amortization
    
    $
    28.9
    
    
    $
    8.3
    
    
    $
    3.4
    
    
    $
    40.6
    
    
    $
    
    
    
    $
    40.6Operating income (loss)
    
    $
    70.6
    
    
    $
    (13.6
    )
    
    $
    (2.1
    )
    
    $
    54.9
    
    
    $
    (2.2
    )
    
    $
    52.7Six Months Ended May 4, 2007External net sales:Products
    
    $
    497.2
    
    
    $
    48.9
    
    
    $
    27.6
    
    
    $
    573.7
    
    
    $
    
    
    
    $
    573.7Services
    
    
    
    
    
    
    
    
    
    
    72.8
    
    
    
    72.8
    
    
    
    
    
    
    
    72.8Total external net sales
    
    $
    497.2
    
    
    $
    48.9
    
    
    $
    100.4
    
    
    $
    646.5
    
    
    $
    
    
    
    $
    646.5Depreciation and amortization
    
    $
    28.6
    
    
    $
    2.7
    
    
    $
    2.9
    
    
    $
    34.2
    
    
    $
    
    
    
    $
    34.2Operating income (loss)
    
    $
    50.2
    
    
    $
    (5.5
    )
    
    $
    (3.4
    )
    
    $
    41.3
    
    
    $
    0.3
    
    
    $
    41.6
 Geographic Information
  Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Sales:Inside the United States
    
    $
    235.6
    
    
    $
    225.7
    
    
    $
    433.6
    
    
    $
    398.7Outside the United States:Asia Pacific (Australia, China, Hong Kong, India, Japan,
Korea, New Zealand, Southeast Asia and Taiwan)
    
    
    50.0
    
    
    
    30.5
    
    
    
    83.3
    
    
    
    61.6EMEA (Europe (excluding Germany), Middle East and Africa)
    
    
    67.5
    
    
    
    45.4
    
    
    
    135.1
    
    
    
    89.9Germany (1)
    
    
    22.4
    
    
    
    26.2
    
    
    
    40.7
    
    
    
    52.9Americas (Canada, Central and South America)
    
    
    27.9
    
    
    
    21.5
    
    
    
    49.2
    
    
    
    43.4Total net sales
    
    $
    403.4
    
    
    $
    349.3
    
    
    $
    741.9
    
    
    $
    646.5Property and Equipment, Net:Inside the United States
    
    $
    117.8Outside the United States
    
    
    84.9Total property and equipment, net
    
    $
    202.7
 
 (1)
    
    Due to the significance of its sales, Germany is broken out for geographic purposes.  Note 14: Restructuring Charges
  Three Months Ended
    
    
    Six Months EndedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Employee severance
    
    $
    0.9
    
    
    $
    0.4
    
    
    $
    2.0
    
    
    $
    0.6Facilities consolidation and lease termination
    
    
    0.1
    
    
    
    (1.4
    )
    
    
    0.2
    
    
    
    (1.0
    )Fixed asset write-downs
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Total restructuring and impairment charges
    
    $
    1.0
    
    
    $
    (0.9
    )
    
    $
    2.2
    
    
    $
    (0.3
    )
 16




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ContinuingAccrual
    
    
    Operations Net
    
    
    Cash Payments
    
    
    AccrualType of Charge
    
    October 31, 2007
    
    
    Additions
    
    
    Charged to Accrual
    
    
    May 4, 2007(In millions)Employee severance costs
    
    $
    7.6
    
    
    $
    2.0
    
    
    $
    5.2
    
    
    $
    4.4Facilities consolidation
    
    
    12.0
    
    
    
    0.2
    
    
    
    2.6
    
    
    
    9.6Total restructuring accrual
    
    $
    19.6
    
    
    $
    2.2
    
    
    $
    7.8
    
    
    $
    14.0
  Note 15: Other Income (Loss), Net
  Three months ended
    
    
    Six months endedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Interest income on investments
    
    $
    8.4
    
    
    $
    8.2
    
    
    $
    18.3
    
    
    $
    15.4Interest expense on borrowings
    
    
    (8.1
    )
    
    
    (4.2
    )
    
    
    (13.7
    )
    
    
    (8.3
    )Interest income, net
    
    
    0.3
    
    
    
    4.0
    
    
    
    4.6
    
    
    
    7.1Impairment loss on available-for-sale securities
    
    
    (18.0
    )
    
    
    
    
    
    
    (68.2
    )
    
    
    Foreign exchange gain
    
    
    2.1
    
    
    
    0.9
    
    
    
    3.1
    
    
    
    1.5Loss on sale of fixed assets
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.5
    )Gain on sale of investments
    
    
    
    
    
    
    57.1
    
    
    
    
    
    
    
    57.5Other, net
    
    
    (0.3
    )
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.3
    )Subtotal
    
    
    (16.2
    )
    
    
    57.7
    
    
    
    (65.4
    )
    
    
    58.2Total other income (expense), net
    
    $
    (15.9
    )
    
    $
    61.7
    
    
    $
    (60.8
    )
    
    $
    65.3
 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments.
 17




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Note 16: Commitments and Contingencies
 Legal Contingencies
 Other Contingencies
 Change of Control
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
     18




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
    
    Global Connectivity Solutions
    
    Network Solutions
    
    Professional Services
 Global Connectivity Solutions
 Network Solutions
 Professional Services
 Marketplace Conditions
   
    
    First, businesses and consumers worldwide increasingly are becoming dependent on
broadband, multi-service communications networks to conduct daily communications tasks for
a wide range of business and personal purposes (e.g., emails with large amounts of data,
online gaming, video streaming and photo sharing). As a result, individuals and businesses
increasingly are using a wide variety of broadband applications through all types of
networks. This demand for additional broadband services in turn increases the need for
broadband network infrastructure products.
    
    Second, end-users of communications services increasingly expect to do business over a
single network connection at a low price. Both public networks operated by communications
service providers and private enterprise networks are evolving to provide combinations of
Internet, data, video and voice services that can be offered over the same high-speed
network connection.
  19




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® ® TM
  
    
    migrating sales volume to customer-preferred, leading technology products and sunsetting
end of life products;
    
    improving our customers ordering experience through a faster, simpler, more efficient
inquiry-to-invoice process;
    
    redesigning product lines to gain efficiencies from the use of more common components
and improve customization capabilities;
    
    increasing direct material savings from strategic global sourcing;
    
    improving cash flow from supplier-managed inventory and lead-time reduction programs;
    
    relocating certain manufacturing, engineering and other operations from higher-cost
geographic areas to lower-cost areas; and
    
    focusing our resources on core operations and, where appropriate, using third parties to
perform non-core processes.
 20




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Results of Operations
 Net Sales
  Three months ended
    
    
    PercentageMay 2,
    
    
    May 4,
    
    
    Increase (Decrease)2008
    
    
    2007
    
    
    Between Periods(In millions)Net sales
    
    $
    403.4
    
    
    $
    349.3
    
    
    
    15.5
    %Cost of sales
    
    
    260.3
    
    
    
    228.9
    
    
    
    13.7Gross profit
    
    
    143.1
    
    
    
    120.4
    
    
    
    18.9Gross margin
    
    
    35.5
    %
    
    
    34.5
    %Operating expenses:Research and development
    
    
    21.8
    
    
    
    17.7
    
    
    
    23.2Selling and administration
    
    
    86.0
    
    
    
    69.2
    
    
    
    24.3Restructuring and impairment charges
    
    
    1.0
    
    
    
    (0.9
    )
    
    
    211.1Total operating expenses
    
    
    108.8
    
    
    
    86.0
    
    
    
    26.5Operating income
    
    
    34.3
    
    
    
    34.4
    
    
    
    (0.3
    )Operating margin
    
    
    8.5
    %
    
    
    9.8
    %Other income (expense), net:Interest income, net
    
    
    0.3
    
    
    
    4.0
    
    
    
    (92.5
    )Other, net
    
    
    (16.2
    )
    
    
    57.7
    
    
    
    (128.1
    )Income before income taxes
    
    
    18.4
    
    
    
    96.1
    
    
    
    (80.9
    )Provision for income taxes
    
    
    1.9
    
    
    
    2.7
    
    
    
    (29.6
    )Income from continuing operations
    
    $
    16.5
    
    
    $
    93.4
    
    
    
    (82.3
    )%
 21




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##### Table of Contents



Six months ended
    
    
    PercentageMay 2,
    
    
    May 4,
    
    
    Increase (Decrease)2008
    
    
    2007
    
    
    Between Periods(In millions)Net sales
    
    $
    741.9
    
    
    $
    646.5
    
    
    
    14.8
    %Cost of sales
    
    
    477.1
    
    
    
    431.2
    
    
    
    10.6Gross profit
    
    
    264.8
    
    
    
    215.3
    
    
    
    23.0Gross margin
    
    
    35.7
    %
    
    
    33.3
    %Operating expenses:Research and development
    
    
    41.3
    
    
    
    34.5
    
    
    
    19.7Selling and administration
    
    
    168.6
    
    
    
    139.5
    
    
    
    20.9Restructuring and impairment charges
    
    
    2.2
    
    
    
    (0.3
    )
    
    
    833.3Total operating expenses
    
    
    212.1
    
    
    
    173.7
    
    
    
    22.1Operating income
    
    
    52.7
    
    
    
    41.6
    
    
    
    26.7Operating margin
    
    
    7.1
    %
    
    
    6.4
    %Other income (expense), net:Interest income, net
    
    
    4.6
    
    
    
    7.1
    
    
    
    (35.2
    )Other, net
    
    
    (65.4
    )
    
    
    58.2
    
    
    
    (212.4
    )Income (loss) before income taxes
    
    
    (8.1
    )
    
    
    106.9
    
    
    
    (107.6
    )Provision for income taxes
    
    
    3.4
    
    
    
    3.8
    
    
    
    (10.5
    )Income (loss) from continuing operations
    
    $
    (11.5
    )
    
    $
    103.1
    
    
    
    (111.2
    )%
  Three months ended
    
    
    PercentageMay 2,
    
    
    May 4,
    
    
    Increase (Decrease)Reportable Segment
    
    2008
    
    
    2007
    
    
    Between Periods(In millions)Connectivity
    
    $
    298.4
    
    
    $
    271.2
    
    
    
    10.0
    %Network Solutions:Product
    
    
    42.9
    
    
    
    26.2
    
    
    
    63.7Service
    
    
    4.3
    
    
    
    
    
    
    
    100.0Total Network Solutions
    
    
    47.2
    
    
    
    26.2
    
    
    
    80.2Professional Services:Product
    
    
    12.5
    
    
    
    14.5
    
    
    
    (13.8
    )Service
    
    
    45.3
    
    
    
    37.4
    
    
    
    21.1Total Professional Services
    
    
    57.8
    
    
    
    51.9
    
    
    
    11.4Total Net Sales
    
    $
    403.4
    
    
    $
    349.3
    
    
    
    15.5
    %
 Six months ended
    
    
    PercentageMay 2,
    
    
    May 4,
    
    
    Increase (Decrease)Reportable Segment
    
    2008
    
    
    2007
    
    
    Between Periods(In millions)Connectivity
    
    $
    544.7
    
    
    $
    497.2
    
    
    
    9.6
    %Network Solutions:Product
    
    
    77.9
    
    
    
    48.9
    
    
    
    59.3Service
    
    
    9.2
    
    
    
    
    
    
    
    100.0Total Network Solutions
    
    
    87.1
    
    
    
    48.9
    
    
    
    78.1Professional Services:Product
    
    
    24.7
    
    
    
    27.6
    
    
    
    (10.5
    )Service
    
    
    85.4
    
    
    
    72.8
    
    
    
    17.3Total Professional Services
    
    
    110.1
    
    
    
    100.4
    
    
    
    9.7Total Net Sales
    
    $
    741.9
    
    
    $
    646.5
    
    
    
    14.8
    %
  22




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Gross Profit
   Operating Expenses
  Research and development:
 Selling and administration:
 23




---



##### Table of Contents



Other Income (Expense), Net
  Three months ended
    
    
    Six months endedMay 2,
    
    
    May 4,
    
    
    May 2,
    
    
    May 4,2008
    
    
    2007
    
    
    2008
    
    
    2007(In millions)
    
    
    (In millions)Interest income on investments
    
    $
    8.4
    
    
    $
    8.2
    
    
    $
    18.3
    
    
    $
    15.4Interest expense on borrowings
    
    
    (8.1
    )
    
    
    (4.2
    )
    
    
    (13.7
    )
    
    
    (8.3
    )Interest income, net
    
    
    0.3
    
    
    
    4.0
    
    
    
    4.6
    
    
    
    7.1Impairment loss on available-for-sale securities
    
    
    (18.0
    )
    
    
    
    
    
    
    (68.2
    )
    
    
    Foreign exchange gain
    
    
    2.1
    
    
    
    0.9
    
    
    
    3.1
    
    
    
    1.5Loss on sale of fixed assets
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.5
    )Gain on sale of investments
    
    
    
    
    
    
    57.1
    
    
    
    
    
    
    
    57.5Other, net
    
    
    (0.3
    )
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.3
    )Subtotal
    
    
    (16.2
    )
    
    
    57.7
    
    
    
    (65.4
    )
    
    
    58.2Total other income (expense), net
    
    $
    (15.9
    )
    
    $
    61.7
    
    
    $
    (60.8
    )
    
    $
    65.3
 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments.
   Income Taxes
   24




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##### Table of Contents



Acquisitions
 LGC
     Century Man
   25




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##### Table of Contents



Discontinued Operations
 G-Connect
  APS France
  Application of Critical Accounting Policies and Estimates
  Liquidity and Capital Resources
 Liquidity
   May 2,
    
    
    October 31,(In millions)
    
    2008
    
    
    2007Current available-for-sale securities
    
    $
    0.2
    
    
    $
    61.6Long-term available-for sale securities
    
    
    72.2
    
    
    
    113.8Total available for sale securities
    
    $
    72.4
    
    
    $
    175.4
 26




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##### Table of Contents



Operating Activities
   Investing Activities
   Financing Activities
  27




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##### Table of Contents



Unsecured Debt
  May 2,
    
    
    Conversion(In millions)
    
    2008
    
    
    PriceConvertible subordinated note, 1.0% fixed rate, due June 15, 2008
    
    $
    200.0
    
    
    $
    28.091Convertible subordinated note, 6-month LIBOR plus 0.375%, due June 15, 2013
    
    
    200.0
    
    
    
    28.091Convertible subordinated note, 3.5% fixed rate, due July 15, 2015
    
    
    225.0
    
    
    
    27.00Convertible subordinated note, 3.5% fixed rate, due July 15, 2017
    
    
    225.0
    
    
    
    28.55Total convertible subordinated notes
    
    $
    850.0
      Off-Balance Sheet Arrangements and Contractual Obligations
  Working Capital and Liquidity Outlook
     28




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##### Table of Contents



Cautionary Statement Regarding Forward Looking Information
  29




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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
  30




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##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  31




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  32




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##### Table of Contents



SIGNATURES
  Dated: June 9, 2008
    ADC TELECOMMUNICATIONS, INC.By:
    /s/ James G. MathewsJames G. MathewsVice President, Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer) 33




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##### Table of Contents



ADC TELECOMMUNICATIONS, INC.
 EXHIBIT INDEX TO FORM 10-Q

FOR THE THREE MONTHS ENDED MAY 2, 2008
 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 April 18, 2005.
(Incorporated by reference to Exhibit 3-f to ADCs Quarterly Report on Form 10-Q for
the quarter ended April 29, 2005).4.1
    
    Form of certificate for shares of Common Stock of ADC Telecommunications, Inc.
(Incorporated by reference to Exhibit 4-a to ADCs Quarterly Report on Form 10-Q for
the quarter ended April 29, 2005).4.2
    
    Rights Agreement, as amended and restated July 30, 2003, between ADC
Telecommunications, Inc. and Computershare Investor Services, LLC as Rights Agent.
(Incorporated by reference to Exhibit 4-b to ADCs Form 8-A/A filed on July 31,
2003).4.3
    
    Indenture dated as of June 4, 2003, between ADC Telecommunications, Inc. and U.S.
Bank National Association. (Incorporated by reference to Exhibit 4-g of ADCs
Quarterly Report on Form 10-Q for the quarter ended July 31, 2003).4.4
    
    Registration Rights Agreement dated as of June 4, 2003, between ADC
Telecommunications, Inc. and Banc of America Securities LLC, Credit Suisse First
Boston LLC and Merrill Lynch Pierce Fenner & Smith Incorporated as representations
of the Initial Purchase of ADCs 1% Convertible Subordinated Notes due 2008 and
Floating Rate Convertible Subordinated Notes due 2013. (Incorporated by reference to
Exhibit 4-h to ADCs Quarterly Report on Form 10-Q for the quarter ended July 31,
2003).4.5
    
    Indenture dated as of December 26, 2007, between ADC Telecommunications, Inc. and
U.S. Bank National Association. (Incorporated by reference to Exhibit 4.1 of ADCs
Current Report on Form 8-K filed December 26, 2007).4.6
    
    Indenture dated as of December 26, 2007, between ADC Telecommunications, Inc. and
U.S. Bank National Association. (Incorporated by reference to Exhibit 4.2 of ADCs
Current Report on Form 8-K filed December 26, 2007).10.1
    
    Credit Agreement between ADC Telecommunications, Inc., certain institutional
lenders, Wachovia Bank, N.A. as documentation agent, RBS Citizens, National
Association as syndication agent, JPMorgan Chase Bank, N.A. as administrative agent,
and J.P. Morgan Securities, Inc. as sole bookrunner and sole lead arranger dated
April 3, 2008. (Incorporated by reference to Exhibit 10.1 of ADCs Current Report
on Form 8-K filed April 9, 2008).10.2
    
    ADC Telecommunications, Inc. 2008 Global Stock Incentive Plan.*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 34