##### 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 1, 2009
 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
    
    41-0743912(State or other jurisdiction of incorporation or organization)
    
    (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 þ
    
    Accelerated filer o
    
    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 INFORMATION
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    21ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    35ITEM 4. CONTROLS AND PROCEDURES
    
    
    35PART II. OTHER INFORMATION
    
    
    36ITEM 1. LEGAL PROCEEDINGS
    
    
    36ITEM 1A. RISK FACTORS
    
    
    36ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    36ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    36ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    36ITEM 5. OTHER INFORMATION
    
    
    36ITEM 6. EXHIBITS
    
    
    36SIGNATURES
    
    
    38EXHIBIT INDEX
    
    
    39EX-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
 May 1,
    
    
    October 31,2009
    
    
    2008(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    462.3
    
    
    $
    631.4Accounts receivable, net of reserves of $14.4 and $17.3
    
    
    178.2
    
    
    
    215.4Unbilled revenue
    
    
    19.5
    
    
    
    25.2Inventories, net of reserves of $37.7 and $50.7
    
    
    149.4
    
    
    
    162.7Prepaid and other current assets
    
    
    33.6
    
    
    
    34.7Assets of discontinued operations
    
    
    9.3
    
    
    
    8.0Total current assets
    
    
    852.3
    
    
    
    1,077.4Property and equipment, net of accumulated depreciation of $426.4 and $407.7
    
    
    168.9
    
    
    
    177.1Assets held for sale
    
    
    
    
    
    
    2.9Restricted cash
    
    
    27.0
    
    
    
    15.3Goodwill
    
    
    
    
    
    
    359.3Intangibles, net of accumulated amortization of $132.6 and $126.3
    
    
    99.8
    
    
    
    161.1Long-term available-for-sale securities
    
    
    77.8
    
    
    
    40.4Other assets
    
    
    80.6
    
    
    
    86.3Long-term assets of discontinued operations
    
    
    1.1
    
    
    
    1.2Total assets
    
    $
    1,307.5
    
    
    $
    1,921.0LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term notes payable
    
    $
    1.0
    
    
    $
    2.6Accounts payable
    
    
    72.5
    
    
    
    99.1Accrued compensation and benefits
    
    
    48.7
    
    
    
    78.1Other accrued liabilities
    
    
    63.7
    
    
    
    71.0Income taxes payable
    
    
    1.3
    
    
    
    2.4Restructuring accrual
    
    
    13.6
    
    
    
    16.7Liabilities of discontinued operations
    
    
    6.4
    
    
    
    8.1Total current liabilities
    
    
    207.2
    
    
    
    278.0Pension obligations and other long-term liabilities
    
    
    83.2
    
    
    
    78.1Long-term notes payable
    
    
    650.4
    
    
    
    650.7Total liabilities
    
    
    940.8
    
    
    
    1,006.8Shareowners Investment:(96.6 and 111.3 shares outstanding, respectively)
    
    
    366.7
    
    
    
    914.2Total liabilities and shareowners investment
    
    $
    1,307.5
    
    
    $
    1,921.0
  3




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSUNAUDITED
 Three Months Ended
    
    
    Six Months EndedMay 1, 2009
    
    
    May 2, 2008
    
    
    May 1, 2009
    
    
    May 2, 2008(In millions)Net Sales:Products
    
    $
    244.5
    
    
    $
    353.9
    
    
    $
    468.3
    
    
    $
    646.8Services
    
    
    30.6
    
    
    
    39.3
    
    
    
    61.1
    
    
    
    75.5Total net sales
    
    
    275.1
    
    
    
    393.2
    
    
    
    529.4
    
    
    
    722.3Cost of Sales:Products
    
    
    161.2
    
    
    
    220.2
    
    
    
    310.2
    
    
    
    395.5Services
    
    
    23.8
    
    
    
    31.5
    
    
    
    50.4
    
    
    
    64.9Total cost of sales
    
    
    185.0
    
    
    
    251.7
    
    
    
    360.6
    
    
    
    460.4Gross Profit
    
    
    90.1
    
    
    
    141.5
    
    
    
    168.8
    
    
    
    261.9Operating Expenses:Research and development
    
    
    18.4
    
    
    
    21.8
    
    
    
    37.4
    
    
    
    41.3Selling and administration
    
    
    66.1
    
    
    
    84.9
    
    
    
    138.0
    
    
    
    166.6Impairment charges
    
    
    0.7
    
    
    
    
    
    
    
    414.2
    
    
    
    Restructuring charges
    
    
    7.3
    
    
    
    1.0
    
    
    
    7.8
    
    
    
    2.2Total operating expenses
    
    
    92.5
    
    
    
    107.7
    
    
    
    597.4
    
    
    
    210.1Operating Income (Loss)
    
    
    (2.4
    )
    
    
    33.8
    
    
    
    (428.6
    )
    
    
    51.8Other income (loss), net
    
    
    (5.8
    )
    
    
    (15.9
    )
    
    
    (26.1
    )
    
    
    (60.8
    )Income (loss) before income taxes
    
    
    (8.2
    )
    
    
    17.9
    
    
    
    (454.7
    )
    
    
    (9.0
    )Provision (benefit) for income taxes
    
    
    1.4
    
    
    
    1.9
    
    
    
    (2.6
    )
    
    
    3.4Income (loss) from continuing operations
    
    
    (9.6
    )
    
    
    16.0
    
    
    
    (452.1
    )
    
    
    (12.4
    )Discontinued Operations, Net of TaxIncome (loss) from discontinued operations
    
    
    (1.3
    )
    
    
    0.3
    
    
    
    (1.6
    )
    
    
    1.4Net Income (Loss)
    
    $
    (10.9
    )
    
    $
    16.3
    
    
    $
    (453.7
    )
    
    $
    (11.0
    )Weighted Average Common Shares Outstanding (Basic)
    
    
    96.6
    
    
    
    117.7
    
    
    
    98.0
    
    
    
    117.7Weighted Average Common Shares Outstanding (Diluted)
    
    
    96.6
    
    
    
    118.2
    
    
    
    98.0
    
    
    
    117.7Basic Earnings (Loss) Per Share:Continuing operations
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (4.61
    )
    
    $
    (0.11
    )Discontinued operations
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )
    
    $
    0.02Net income (loss) per share
    
    $
    (0.11
    )
    
    $
    0.14
    
    
    $
    (4.63
    )
    
    $
    (0.09
    )Diluted Earnings (Loss) Per Share:Continuing operations
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (4.61
    )
    
    $
    (0.11
    )Discontinued operations
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )
    
    $
    0.02Net income (loss) per share
    
    $
    (0.11
    )
    
    $
    0.14
    
    
    $
    (4.63
    )
    
    $
    (0.09
    )
  4




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED
 Six Months EndedMay 1, 2009
    
    
    May 2, 2008(In millions)Operating Activities:Loss from continuing operations
    
    $
    (452.1
    )
    
    $
    (12.4
    )Adjustments to reconcile loss from continuing operations to net cash provided by
operating activities from continuing operations:Change in inventory reserves
    
    
    5.8
    
    
    
    5.0Fixed asset impairment
    
    
    0.3
    
    
    
    Goodwill impairment
    
    
    366.6
    
    
    
    Write-down of cost method investment
    
    
    3.0
    
    
    
    Intangibles impairment
    
    
    47.3
    
    
    
    Write-down of available-for-sale securities
    
    
    14.9
    
    
    
    68.2Depreciation and amortization
    
    
    39.0
    
    
    
    40.5Restructuring expenses
    
    
    7.8
    
    
    
    2.2Change in bad debt reserves
    
    
    2.6
    
    
    
    0.9Change in warranty reserves
    
    
    (0.1
    )
    
    
    (1.3
    )Non-cash stock compensation
    
    
    6.3
    
    
    
    9.2Change in deferred income taxes
    
    
    (4.4
    )
    
    
    (0.9
    )Gain on sale of property and equipment
    
    
    (0.9
    )
    
    
    Amortization of deferred financing costs
    
    
    2.0
    
    
    
    1.2Other, net
    
    
    0.5
    
    
    
    (6.8
    )Changes in operating assets and liabilities, net of acquisitions and divestitures:Accounts receivable and unbilled revenues decrease/(increase)
    
    
    39.0
    
    
    
    (5.0
    )Inventories decrease/(increase)
    
    
    8.2
    
    
    
    (10.3
    )Prepaid and other assets decrease
    
    
    4.3
    
    
    
    4.9Accounts payable decrease
    
    
    (27.2
    )
    
    
    (17.1
    )Accrued liabilities decrease
    
    
    (53.4
    )
    
    
    (23.0
    )Total cash provided by operating activities from continuing operations
    
    
    9.5
    
    
    
    55.3Total cash used for operating activities from discontinued operations
    
    
    (4.3
    )
    
    
    (0.9
    )Total cash provided by operating activities
    
    
    5.2
    
    
    
    54.4Investing Activities:Acquisitions, net of cash acquired
    
    
    (2.7
    )
    
    
    (199.4
    )Purchase of interest in unconsolidated affiliates
    
    
    
    
    
    
    (5.2
    )Property, equipment and patent additions
    
    
    (18.4
    )
    
    
    (19.9
    )Proceeds from disposal of property and equipment
    
    
    4.5
    
    
    
    0.1(Increase)/decrease in restricted cash
    
    
    (11.6
    )
    
    
    0.9Purchase of available-for-sale securities
    
    
    (51.4
    )
    
    
    (4.7
    )Sale of available-for-sale securities
    
    
    
    
    
    
    39.7Other
    
    
    0.4
    
    
    
    Total cash used for investing activities from continuing operations
    
    
    (79.2
    )
    
    
    (188.5
    )Total cash used for investing activities from discontinued operations
    
    
    (0.1
    )
    
    
    Total cash used for investing activities
    
    
    (79.3
    )
    
    
    (188.5
    )Financing Activities:Debt issued
    
    
    
    
    
    
    450.0Payments of financing costs
    
    
    
    
    
    
    (10.7
    )Debt payments
    
    
    (1.9
    )
    
    
    (18.0
    )Common stock repurchase
    
    
    (94.1
    )
    
    
    Common stock issued
    
    
    
    
    
    
    0.3Total cash provided by (used for) financing activities
    
    
    (96.0
    )
    
    
    421.6Effect of Exchange Rate Changes on Cash
    
    
    1.0
    
    
    
    5.6Increase (Decrease) in Cash and Cash Equivalents
    
    
    (169.1
    )
    
    
    293.1Cash and Cash Equivalents, beginning of period
    
    
    631.4
    
    
    
    520.2Cash and Cash Equivalents, end of period
    
    $
    462.3
    
    
    $
    813.3
  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
    Warranty
  6




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PurchaseAccrual
    
    Accounting
    
    Charged to costs
    
    
    
    
    
    AccrualOctober 31, 2008
    
    Adjustments
    
    and expenses
    
    Deductions
    
    May 1, 2009(In millions)Warranty Reserve
    
    $
    8.9
    
    
    $
    (0.6
    )
    
    $
    (0.1
    )
    
    $
    0.8
    
    
    $
    7.4
 Share-Based Compensation
 Share-Based Payment: An amendment
of Financial Accounting Standards Board (FASB) Statement No. 123 and 95,
 Summary of Significant Accounting Policies
  Fair Value Measurements
 Fair Value
Measurements
 Effective Date of FASB
Statement No. 157
 The Fair Value Option
for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115
 Derivatives
 Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FAS 133 Accounting for Derivative Instruments and Hedging Activities
 Recently Issued Accounting Pronouncements
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly
 Interim Disclosures about Fair Value of Financial
Instruments Disclosures about Fair Value of Financial
Instruments Interim Financial Reporting.
 Recognition and Presentation of
Other-Than-Temporary Impairments
 7




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##### Table of Contents



Note 2: Acquisitions
 LGC
     8




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##### Table of Contents



December 3,2007Current assets
    
    $
    44.9Intangible assets
    
    
    58.9Goodwill
    
    
    85.4Other long-term assets
    
    
    3.3Total assets acquired
    
    
    192.5Current liabilities
    
    
    42.9Long-term liabilities
    
    
    2.5Total liabilities assumed
    
    
    45.4Net assets acquired
    
    
    147.1Less:Cash acquired
    
    
    0.8LGC Options exchanged for ADC Options
    
    
    3.0Net cash paid
    
    $
    143.3
 Century Man
      January 10,2008Current assets
    
    $
    33.1Intangible assets
    
    
    13.0Goodwill
    
    
    36.7Other long-term assets
    
    
    0.5Total assets acquired
    
    
    83.3Current liabilities
    
    
    26.0Long-term liabilities
    
    
    Total liabilities assumed
    
    
    26.0Net assets acquired
    
    
    57.3Less cash acquired
    
    
    5.0Net cash paid
    
    $
    52.3
 9




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##### Table of Contents



Pro-Forma Results of Operations
  Six MonthsEndedMay 2,2008Net sales
    
    $
    746.8Loss from continuing operations
    
    
    (9.6
    )Net loss
    
    
    (9.1
    )Loss from continuing operations per share  basic and diluted
    
    
    (0.08
    )Net loss per share  basic and diluted
    
    $
    (0.08
    )
  Note 3: Discontinued Operations
 APS Germany
   Three Months Ended
    
    
    Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Net sales
    
    $
    6.2
    
    
    $
    10.2
    
    
    $
    13.1
    
    
    $
    19.6Income (loss) from discontinued operations
    
    $
    (1.3
    )
    
    $
    0.3
    
    
    $
    (1.6
    )
    
    $
    1.4Gain (loss) on sale of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total discontinued operations
    
    $
    (1.3
    )
    
    $
    0.3
    
    
    $
    (1.6
    )
    
    $
    1.4
 Note 4: Net Income (Loss) from Continuing Operations Per Share
  Three Months Ended
    
    
    Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions, except
    
    
    (In millions, exceptper share amounts)
    
    
    per share amounts)Numerator:Net income (loss) from continuing operations
    
    $
    (9.6
    )
    
    $
    16.0
    
    
    $
    (452.1
    )
    
    $
    (12.4
    )Interest expense for convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) from continuing operations  diluted
    
    $
    (9.6
    )
    
    $
    16.0
    
    
    $
    (452.1
    )
    
    $
    (12.4
    )Denominator:Weighted average common shares outstanding  basic
    
    
    96.6
    
    
    
    117.7
    
    
    
    98.0
    
    
    
    117.7Convertible bonds converted to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee options and other
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    Weighted average common shares outstanding  diluted
    
    
    96.6
    
    
    
    118.2
    
    
    
    98.0
    
    
    
    117.7Basic income (loss) per share from continuing operations
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (4.61
    )
    
    $
    (0.11
    )Diluted income (loss) per share from continuing operations
    
    $
    (0.10
    )
    
    $
    0.14
    
    
    $
    (4.61
    )
    
    $
    (0.11
    )
   Convertible Shares
    
    
    ConversionConvertible Subordinated Notes
    
    May 1, 2009
    
    
    May 2, 2008
    
    
    Price(In millions)$200 million, 1.0% fixed rate, paid June 15, 2008
    
    
    
    
    
    
    7.1
    
    
    $
    28.091$200 million, 6-month LIBOR plus 0.375%, due June 15, 2013
    
    
    7.1
    
    
    
    7.1
    
    
    
    28.091$225 million, 3.5% fixed rate, due July 15, 2015
    
    
    8.3
    
    
    
    8.3
    
    
    
    27.000$225 million, 3.5% fixed rate, due July 15, 2017
    
    
    7.9
    
    
    
    7.9
    
    
    
    28.550Total
    
    
    23.3
    
    
    
    30.4
 10




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##### Table of Contents



Note 5: Inventories
  May 1,
    
    
    October 31,2009
    
    
    2008(In millions)Manufactured products
    
    $
    117.1
    
    
    $
    132.9Purchased materials
    
    
    63.1
    
    
    
    73.1Work-in-process
    
    
    6.9
    
    
    
    7.4Less: Inventory reserve
    
    
    (37.7
    )
    
    
    (50.7
    )Total inventories, net
    
    $
    149.4
    
    
    $
    162.7
 Note 6: Property and Equipment
  May 1,
    
    
    October 31,2009
    
    
    2008(In millions)Land and buildings
    
    $
    133.8
    
    
    $
    134.7Machinery and equipment
    
    
    409.8
    
    
    
    404.6Furniture and fixtures
    
    
    38.6
    
    
    
    38.9Less: Accumulated depreciation
    
    
    (426.4
    )
    
    
    (407.7
    )Total
    
    
    155.8
    
    
    
    170.5Construction-in-progress
    
    
    13.1
    
    
    
    6.6Total property and equipment, net
    
    $
    168.9
    
    
    $
    177.1
 Note 7: Goodwill and Intangible Assets
 Goodwill and Other Intangible Assets
(SFAS 142),
  11




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##### Table of Contents



NetworkConnectivity
    
    
    Solutions
    
    
    Total(In millions)Balance as of October 31, 2008
    
    $
    274.0
    
    
    $
    85.3
    
    
    $
    359.3Purchase accounting adjustments
    
    
    6.5
    
    
    
    0.1
    
    
    
    6.6Cumulative translation adjustments
    
    
    0.3
    
    
    
    
    
    
    
    0.3Other
    
    
    0.4
    
    
    
    
    
    
    
    0.4Impairment
    
    
    (281.2
    )
    
    
    (85.4
    )
    
    
    (366.6
    )Balance as of May 1, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
  Note 8: Income Taxes
  Accounting for
Income Taxes,
   Note 9: Comprehensive Income (Loss)
  12




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Net income (loss)
    
    $
    (10.9
    )
    
    $
    16.3
    
    
    $
    (453.7
    )
    
    $
    (11.0
    )Change in cumulative translation adjustment
    
    
    2.6
    
    
    
    1.0
    
    
    
    3.1
    
    
    
    (2.3
    )Net change in fair value of interest rate swap
    
    
    0.6
    
    
    
    
    
    
    
    (9.0
    )
    
    
    Net change in fair value of Mexican peso hedge
    
    
    1.3
    
    
    
    
    
    
    
    (0.8
    )
    
    
    Unrealized gain on available-for-sale
securities
    
    
    0.8
    
    
    
    
    
    
    
    1.2
    
    
    
    Total comprehensive income (loss)
    
    $
    (5.6
    )
    
    $
    17.3
    
    
    $
    (459.2
    )
    
    $
    (13.3
    )
  Note 10: Segment and Geographic Information
   
    
    Connectivity
    
    Network Solutions
    
    Professional Services
  Connectivity
 Network Solutions
 Professional Services
 13




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##### Table of Contents



Network
    
    
    Professional
    
    
    
    
    
    
    Restructuring
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    and Impairment
    
    
    Consolidated(In millions)Three Months Ended May 1, 2009External net sales:Products
    
    $
    219.1
    
    
    $
    15.6
    
    
    $
    9.8
    
    
    $
    244.5
    
    
    $
    
    
    
    $
    244.5Services
    
    
    
    
    
    
    4.6
    
    
    
    26.0
    
    
    
    30.6
    
    
    
    
    
    
    
    30.6Total external net sales
    
    $
    219.1
    
    
    $
    20.2
    
    
    $
    35.8
    
    
    $
    275.1
    
    
    $
    
    
    
    $
    275.1Depreciation and amortization
    
    $
    16.3
    
    
    $
    0.8
    
    
    $
    0.9
    
    
    $
    18.0
    
    
    $
    
    
    
    $
    18.0Operating income (loss)
    
    $
    11.5
    
    
    $
    (7.7
    )
    
    $
    1.8
    
    
    $
    5.6
    
    
    $
    (8.0
    )
    
    $
    (2.4
    )Three Months Ended May 2, 2008External net sales:Products
    
    $
    310.4
    
    
    $
    30.8
    
    
    $
    12.7
    
    
    $
    353.9
    
    
    $
    
    
    
    $
    353.9Services
    
    
    
    
    
    
    4.2
    
    
    
    35.1
    
    
    
    39.3
    
    
    
    
    
    
    
    39.3Total external net sales
    
    $
    310.4
    
    
    $
    35.0
    
    
    $
    47.8
    
    
    $
    393.2
    
    
    $
    
    
    
    $
    393.2Depreciation and amortization
    
    $
    16.2
    
    
    $
    3.4
    
    
    $
    0.8
    
    
    $
    20.4
    
    
    $
    
    
    
    $
    20.4Operating income (loss)
    
    $
    42.9
    
    
    $
    (8.7
    )
    
    $
    0.6
    
    
    $
    34.8
    
    
    $
    (1.0
    )
    
    $
    33.8
 Network
    
    
    Professional
    
    
    
    
    
    
    Restructuring
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    and Impairment
    
    
    Consolidated(In millions)Six Months Ended May 1, 2009External net sales:Products
    
    $
    417.3
    
    
    $
    31.7
    
    
    $
    19.3
    
    
    $
    468.3
    
    
    $
    
    
    
    $
    468.3Services
    
    
    
    
    
    
    8.8
    
    
    
    52.3
    
    
    
    61.1
    
    
    
    
    
    
    
    61.1Total external net sales
    
    $
    417.3
    
    
    $
    40.5
    
    
    $
    71.6
    
    
    $
    529.4
    
    
    $
    
    
    
    $
    529.4Depreciation and amortization
    
    $
    33.2
    
    
    $
    3.9
    
    
    $
    1.9
    
    
    $
    39.0
    
    
    $
    
    
    
    $
    39.0Operating income (loss)
    
    $
    11.5
    
    
    $
    (18.7
    )
    
    $
    0.6
    
    
    $
    (6.6
    )
    
    $
    (422.0
    )
    
    $
    (428.6
    )Six Months Ended May 2, 2008External net sales:Products
    
    $
    567.9
    
    
    $
    54.1
    
    
    $
    24.8
    
    
    $
    646.8
    
    
    $
    
    
    
    $
    646.8Services
    
    
    
    
    
    
    9.7
    
    
    
    65.8
    
    
    
    75.5
    
    
    
    
    
    
    
    75.5Total external net sales
    
    $
    567.9
    
    
    $
    63.8
    
    
    $
    90.6
    
    
    $
    722.3
    
    
    $
    
    
    
    $
    722.3Depreciation and amortization
    
    $
    31.4
    
    
    $
    7.4
    
    
    $
    1.7
    
    
    $
    40.5
    
    
    $
    
    
    
    $
    40.5Operating income (loss)
    
    $
    71.1
    
    
    $
    (15.0
    )
    
    $
    (2.1
    )
    
    $
    54.0
    
    
    $
    (2.2
    )
    
    $
    51.8
 14




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##### Table of Contents



Geographic Information
  Three Months Ended
    
    
    Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Net Sales:Inside the United States
    
    $
    165.4
    
    
    $
    234.8
    
    
    $
    310.9
    
    
    $
    430.8Outside the United States:Asia Pacific (excluding China) (Australia, Hong Kong,
India, Japan, Korea, New Zealand, Southeast Asia and
Taiwan)
    
    
    20.7
    
    
    
    37.3
    
    
    
    44.4
    
    
    
    66.5China (1)
    
    
    24.7
    
    
    
    12.3
    
    
    
    41.3
    
    
    
    16.0EMEA (Europe (excluding Germany), Middle East and Africa)
    
    
    37.2
    
    
    
    68.9
    
    
    
    76.1
    
    
    
    139.2Germany (1)
    
    
    9.5
    
    
    
    12.4
    
    
    
    19.4
    
    
    
    21.4Americas (Canada, Central and South America)
    
    
    17.6
    
    
    
    27.5
    
    
    
    37.3
    
    
    
    48.4Total net sales
    
    $
    275.1
    
    
    $
    393.2
    
    
    $
    529.4
    
    
    $
    722.3Property and Equipment, Net:Inside the United States
    
    $
    111.1Outside the United States
    
    
    57.8Total property and equipment, net
    
    $
    168.9
 
 (1)
    
    Due to the significance of their net sales, China and Germany are broken out for geographic
purposes.  Note 11: Impairment, Restructuring and Other Disposal Charges
  Three Months Ended
    
    
    Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Impairments:Fixed asset write-downs
    
    $
    0.3
    
    
    $
    
    
    
    $
    0.3
    
    
    $
    Goodwill and intangibles
    
    
    0.4
    
    
    
    
    
    
    
    413.9
    
    
    
    Total impairment charges
    
    
    0.7
    
    
    
    
    
    
    
    414.2
    
    
    
    Restructuring charges:Employee severance
    
    
    7.5
    
    
    
    0.9
    
    
    
    7.5
    
    
    
    2.0Facilities consolidation and lease termination
    
    
    (0.2
    )
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.2Total restructuring charges
    
    
    7.3
    
    
    
    1.0
    
    
    
    7.8
    
    
    
    2.2Other disposal charges:Inventory write-offs
    
    
    0.6
    
    
    
    
    
    
    
    0.6
    
    
    
    Total impairment, restructuring and other
disposal charges
    
    $
    8.6
    
    
    $
    1.0
    
    
    $
    422.6
    
    
    $
    2.2
 Impairment Charges:
 Restructuring
Charges:
  Other Disposal Charges:
 15




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##### Table of Contents



ContinuingAccrual
    
    
    Operations Net
    
    
    Cash payments
    
    
    AccrualType of Charge
    
    October 31, 2008
    
    
    Additions
    
    
    Charged to accrual
    
    
    May 1, 2009(In millions)Employee severance costs
    
    $
    8.6
    
    
    $
    7.5
    
    
    $
    9.6
    
    
    $
    6.5Facilities consolidation
    
    
    8.1
    
    
    
    0.3
    
    
    
    1.3
    
    
    
    7.1Total restructuring accrual
    
    $
    16.7
    
    
    $
    7.8
    
    
    $
    10.9
    
    
    $
    13.6
  Note 12: Other Income (Expense), Net
  Three months ended
    
    
    Six months endedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Interest income on investments
    
    $
    1.9
    
    
    $
    8.4
    
    
    $
    5.7
    
    
    $
    18.3Interest expense on borrowings
    
    
    (6.7
    )
    
    
    (8.1
    )
    
    
    (14.7
    )
    
    
    (13.7
    )Interest income (expense), net
    
    
    (4.8
    )
    
    
    0.3
    
    
    
    (9.0
    )
    
    
    4.6Write-down of available-for-sale securities
    
    
    (0.7
    )
    
    
    (18.0
    )
    
    
    (14.9
    )
    
    
    (68.2
    )Write-down of cost method investment
    
    
    
    
    
    
    
    
    
    
    (3.0
    )
    
    
    Foreign exchange gain (loss)
    
    
    (0.2
    )
    
    
    2.1
    
    
    
    (1.1
    )
    
    
    3.1Gain (loss) on sale of fixed assets
    
    
    (0.2
    )
    
    
    
    
    
    
    0.9
    
    
    
    Other, net
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    1.0
    
    
    
    (0.3
    )Subtotal
    
    
    (1.0
    )
    
    
    (16.2
    )
    
    
    (17.1
    )
    
    
    (65.4
    )Total other income (expense), net
    
    $
    (5.8
    )
    
    $
    (15.9
    )
    
    $
    (26.1
    )
    
    $
    (60.8
    )
 The Meaning of Other-Than-Temporary Impairment and
Its Application to Certain Investments.
    16




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##### Table of Contents



Note 13: Commitments and Contingencies
 Legal Contingencies
 Change of Control
 Note 14: Common Stock Repurchase Plan
  Note 15: 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, and subjectively select 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.
 17




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##### Table of Contents



Level 3
  Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Markets
    
    
    
    
    
    
    Significantfor Identical
    
    
    Significant Other
    
    
    UnobservableMay 1,
    
    
    Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    462.3
    
    
    $
    462.3
    
    
    $
    
    
    
    $
    Available-for-sale securities
    
    
    0.2
    
    
    
    0.2
    
    
    
    
    
    
    
    Restricted cash
    
    
    27.0
    
    
    
    27.0
    
    
    
    
    
    
    
    Long-term available-for-sale securities
    
    
    77.8
    
    
    
    51.1
    
    
    
    
    
    
    
    26.7Total assets measured at fair value
    
    $
    567.3
    
    
    $
    540.6
    
    
    $
    
    
    
    $
    26.7Liabilities:Interest rate swap liabilities
(included in other accrued liabilities
and other long-term liabilities)
    
    
    11.8
    
    
    
    
    
    
    
    11.8
    
    
    
    Mexican peso currency hedge liabilities
(included in other accrued liabilities)
    
    
    0.6
    
    
    
    
    
    
    
    0.6
    
    
    
    Total liabilities measured at fair value
    
    $
    12.4
    
    
    $
    
    
    
    $
    12.4
    
    
    $
    
  Fair ValueMeasurements UsingSignificantUnobservable Inputs(Level 3)Balance as of October 31, 2008
    
    $
    40.4Total gains or losses (realized or unrealized)Included in earnings
    
    
    (14.9
    )Included in other comprehensive income
    
    
    1.2Purchases, issuance, and settlements
    
    
    Transfers in and /or out of Level 3
    
    
    Balance as of May 1, 2009
    
    $
    26.7
  Note 16: Derivative Instruments and Hedging Activities
  18




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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
   19




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##### Table of Contents



Derivatives in SFAS 133 cash flow hedging relationships
    

Interest rate swap (1)
    
    
    Mexican peso hedge (2)
    
    
    TotalBalance as of October 31, 2008
    
    $

    (2.8
    )
    
    $
    0.2
    
    

    $
    (2.6
    )Amount of gain (loss) recognized in OCI on derivative (effective portion)
    
    
    (10.5
    )
    
    
    (1.3
    )

    
    
    (11.8
    )Amount
of (gain) loss reclassified from OCI into income (effective portion) (3)
    
    
    1.5
    
    
    
    0.5
    

    
    
    2.0Balance as of May 1, 2009
    
    $
    (11.8
    )
    
    $
    (0.6
    )

    
    $
    (12.4
    )
 
 (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
May 1, 2009 were liabilities of $5.0 million and $6.8 million,
respectively. The short-term and long-term portions for October 31,
2008 were liabilities of $2.0 million and $0.8 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.(3)
    
    Losses are reclassified to interest expense for the interest rate swap and cost of goods sold for the Mexican peso hedge.  20




---



##### Table of Contents



Derivatives not designated as hedging instruments under SFAS 133
    
    Amount of gain (loss) recognized in income on derivativeLocation of gain (loss) recognized in income on
    
    Three months ended
    
    Six months endedderivative
    
    May 1, 2009
        
    May 2, 2008
    
    May 1, 2009
    
    May 2, 2008Foreign currency hedges
    
    Other income (expense), net
    
    $
    (1.3
    )
    $
    0.2
    
    $
    0.6
    
    $
    (0.7)
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
  21




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##### Table of Contents




    
    Connectivity
    
    Network Solutions
    
    Professional Services
  Connectivity
 Network Solutions
 Professional Services
 Marketplace Conditions
 Current Global Macro-Economic Conditions
  22




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##### Table of Contents




    
    As compared to the three and six months ended May 2, 2008, our net sales decreased by
30.0% and 26.7%, respectively;
    
    As a result of significant international sales, our net sales have been negatively
impacted in recent quarters from the relative strengthening of the U.S. dollar against a
majority of other currencies. Changes in foreign currency exchange rates negatively impacted
sales in the three and six months ended May 1, 2009 by approximately $8.0 million and $24.0
million, respectively, versus the same periods in fiscal 2008;
    
    Despite reducing actual expenditures for research and development and selling and
administrative costs in the three and six months ended May 1, 2009 compared to the same
periods in fiscal 2008, these costs grew as a percentage of our net sales because of lower
sales volumes; and
    
    Our gross margin percentage in the three and six months ended May 1, 2009 was 32.8% and
31.9%, respectively. This compares to 36.0% and 36.3% in the same respective periods in
fiscal 2008, primarily because of lower sales volumes.
    
    We recorded a $413.9 million charge related to the impairment
of goodwill and other long-lived assets as a result of our reduced
expectations of near-term financial performance.
  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 for business and personal purposes (e.g., emails with large amounts of
data, online gaming, video streaming and photo sharing). This demand for additional
broadband services increases the need for broadband network infrastructure products.
    
    Second, end-users of communications services increasingly expect to do business over a
single network connection at a low price. Both public networks operated by communications
service providers and private enterprise networks are evolving to provide combinations of
Internet, data, video and voice services that can be offered over the same high-speed
network connection.
   23




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##### Table of Contents



Strategy
  
       24




---



##### Table of Contents




    
    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;
    
    conducting LEAN activities and implementing Six Sigma methodologies;
    
    reducing the number of locations from which we conduct operations and general and
administrative support functions; and
    
    focusing our resources on core operations and, where appropriate, using third parties to
perform non-core processes.
   25




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##### Table of Contents



Results of Operations
 Net Sales
  Three months ended
    
    
    
    PercentageMay 1,
    
    
    May 2,
    
    
    
    Increase (Decrease)2009
    
    
    2008
    
        
    Between Periods(In millions)Net sales
    
    $
    275.1
    
    
    $
    393.2
    
    
    
    (30.0
    )%Cost of sales
    
    
    185.0
    
    
    
    251.7
    
    
    
    (26.5
    )Gross profit
    
    
    90.1
    
    
    
    141.5
    
    
    
    (36.3
    )Gross margin
    
    
    32.8
    %
    
    
    36.0
    %Operating expenses:Research and development
    
    
    18.4
    
    
    
    21.8
    
    
    
    (15.6
    )Selling and administration
    
    
    66.1
    
    
    
    84.9
    
    
    
    (22.1
    )Restructuring charges
    
    
    7.3
    
    
    
    1.0
    
    
    
    630.0Impairment charges
    
    
    0.7
    
    
    
    
    
    
    
    100.0Total operating expenses
    
    
    92.5
    
    
    
    107.7
    
    
    
    (14.1
    )Operating income (loss)
    
    
    (2.4
    )
    
    
    33.8
    
    
    
    (107.1
    )Operating margin
    
    
    (0.9
    )%
    
    
    8.6
    %Other income (expense), net:Interest income, net
    
    
    (4.8
    )
    
    
    0.3
    
    
    
    Other, net
    
    
    (1.0
    )
    
    
    (16.2
    )
    
    
    (93.8
    )Income (loss) before income taxes
    
    
    (8.2
    )
    
    
    17.9
    
    
    
    (145.8
    )Provision for income taxes
    
    
    1.4
    
    
    
    1.9
    
    
    
    (26.3
    )Income (loss) from continuing
operations
    
    $
    (9.6
    )
    
    $
    16.0
    
    
    
    (160.0
    )%Six months ended
    
    
    
    PercentageMay 1,
    
    
    May 2,
    
    
    
    Increase (Decrease)2009
    
    
    2008
    
    
    
    Between Periods(In millions)Net sales
    
    $
    529.4
    
    
    $
    722.3
    
    
    
    (26.7
    )%Cost of sales
    
    
    360.6
    
    
    
    460.4
    
    
    
    (21.7
    )Gross profit
    
    
    168.8
    
    
    
    261.9
    
    
    
    (35.5
    )Gross margin
    
    
    31.9
    %
    
    
    36.3
    %Operating expenses:Research and development
    
    
    37.4
    
    
    
    41.3
    
    
    
    (9.4
    )Selling and administration
    
    
    138.0
    
    
    
    166.6
    
    
    
    (17.2
    )Restructuring charges
    
    
    7.8
    
    
    
    2.2
    
    
    
    254.5Impairment charges
    
    
    414.2
    
    
    
    
    
    
    
    100.0Total operating expenses
    
    
    597.4
    
    
    
    210.1
    
    
    
    184.3Operating income (loss)
    
    
    (428.6
    )
    
    
    51.8
    
    
    
    (927.4
    )Operating margin
    
    
    (81.0
    )%
    
    
    7.2
    %Other income (expense), net:Interest income, net
    
    
    (9.0
    )
    
    
    4.6
    
    
    
    (295.7
    )Other, net
    
    
    (17.1
    )
    
    
    (65.4
    )
    
    
    (73.9
    )Income (loss) before income taxes
    
    
    (454.7
    )
    
    
    (9.0
    )
    
    
    Provision (benefit) for income taxes
    
    
    (2.6
    )
    
    
    3.4
    
    
    
    (176.5
    )Income (loss) from continuing operations
    
    $
    (452.1
    )
    
    $
    (12.4
    )
    
    
    
    %
 26




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##### Table of Contents



The following table sets forth our net sales for the three and six months ended May 1, 2009
and May 2, 2008 for each of our reportable segments:Three months ended
    
    
    
    PercentageMay 1,
    
    
    May 2,
    
    
    
    Increase (Decrease)Reportable Segment
    
    2009
    
    
    2008
    
    
    
    Between Periods(In millions)Connectivity
    
    $
    219.1
    
    
    $
    310.4
    
    
    
    (29.4
    )%Network Solutions:Products
    
    
    15.6
    
    
    
    30.8
    
    
    
    (49.4
    )Services
    
    
    4.6
    
    
    
    4.2
    
    
    
    9.5Total Network Solutions
    
    
    20.2
    
    
    
    35.0
    
    
    
    (42.3
    )Professional Services:Products
    
    
    9.8
    
    
    
    12.7
    
    
    
    (22.8
    )Services
    
    
    26.0
    
    
    
    35.1
    
    
    
    (25.9
    )Total Professional Services
    
    
    35.8
    
    
    
    47.8
    
    
    
    (25.1
    )Total Net Sales
    
    $
    275.1
    
    
    $
    393.2
    
    
    
    (30.0
    )%Six months ended
    
    
    
    PercentageMay 1,
    
    
    May 2,
    
    
    
    Increase (Decrease)Reportable Segment
    
    2009
    
    
    2008
    
    
    
    Between Periods(In millions)Connectivity
    
    $
    417.3
    
    
    $
    567.9
    
    
    
    (26.5
    )%Network Solutions:Products
    
    
    31.7
    
    
    
    54.1
    
    
    
    (41.4
    )Services
    
    
    8.8
    
    
    
    9.7
    
    
    
    (9.3
    )Total Network Solutions
    
    
    40.5
    
    
    
    63.8
    
    
    
    (36.5
    )Professional Services:Products
    
    
    19.3
    
    
    
    24.8
    
    
    
    (22.2
    )Services
    
    
    52.3
    
    
    
    65.8
    
    
    
    (20.5
    )Total Professional Services
    
    
    71.6
    
    
    
    90.6
    
    
    
    (21.0
    )Total Net Sales
    
    $
    529.4
    
    
    $
    722.3
    
    
    
    (26.7
    )%
 27




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##### Table of Contents



Gross Margin
   Operating Expenses
  Research and development:
 Selling and administration:
 28




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##### Table of Contents



Restructuring charges:
  Impairments:
   Other Income (Expense), Net
  Three months ended
    
    
    Six months endedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Interest income on investments
    
    $
    1.9
    
    
    $
    8.4
    
    
    $
    5.7
    
    
    $
    18.3Interest expense on borrowings
    
    
    (6.7
    )
    
    
    (8.1
    )
    
    
    (14.7
    )
    
    
    (13.7
    )Interest income (expense), net
    
    
    (4.8
    )
    
    
    0.3
    
    
    
    (9.0
    )
    
    
    4.6Write-down of available-for-sale securities
    
    
    (0.7
    )
    
    
    (18.0
    )
    
    
    (14.9
    )
    
    
    (68.2
    )Write-down of cost method investment
    
    
    
    
    
    
    
    
    
    
    (3.0
    )
    
    
    Foreign exchange gain (loss)
    
    
    (0.2
    )
    
    
    2.1
    
    
    
    (1.1
    )
    
    
    3.1Gain (loss) on sale of fixed assets
    
    
    (0.2
    )
    
    
    
    
    
    
    0.9
    
    
    
    Other, net
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    1.0
    
    
    
    (0.3
    )Subtotal
    
    
    (1.0
    )
    
    
    (16.2
    )
    
    
    (17.1
    )
    
    
    (65.4
    )Total other income (expense), net
    
    $
    (5.8
    )
    
    $
    (15.9
    )
    
    $
    (26.1
    )
    
    $
    (60.8
    )
 29




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##### Table of Contents



The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments.
    Income Taxes
   Three Months Ended
    
    Six Months EndedMay 1, 2009
    
    May 2, 2008
    
    May 1, 2009
    
    May 2, 2008(In millions)Income tax provision (benefit)
    
    $
    1.4
    
    
    $
    1.9
    
    
    $
    (2.6
    )
    
    $
    3.4Income (loss) before income taxes
    
    $
    (8.2
    )
    
    $
    17.9
    
    
    $
    (454.7
    )
    
    $
    (9.0
    )Effective income tax rate
    
    
    (17.1
    %)
    
    
    10.6
    %
    
    
    0.6
    %
    
    
    (37.8
    %)
   30




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##### Table of Contents



Acquisitions
 LGC
     Century Man
     31




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##### Table of Contents



Discontinued Operations
 APS Germany
  Application of Critical Accounting Policies and Estimates
  Liquidity and Capital Resources
 Liquidity
      Operating Activities
  32




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##### Table of Contents



Investing Activities
   Financing Activities
   Credit Facility
   Share Repurchase
  33




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##### Table of Contents



Off-Balance-Sheet Arrangements and Contractual Obligations
  Working Capital and Liquidity Outlook
     Cautionary Statement Regarding Forward Looking Information
  34




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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
  35




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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
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
 nd
    
 ITEM 6. EXHIBITS
  36




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##### Table of Contents



SIGNATURES
  Dated: June 4, 2009
    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 MAY 1, 2009
 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 of ADCs Current Report on Form 8-K filed on December 12, 2008).4.1
    
    Form of certificate for shares of Common Stock of ADC Telecommunications, Inc. (Incorporated by
reference to Exhibit 4-a to ADCs Quarterly Report on Form 10-Q for the quarter ended April 29,
2005.)4.2
    
    Rights Agreement, as amended and restated 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.)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