##### 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 July 31, 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
(State or other jurisdiction of incorporation or organization)
    
    41-0743912
(I.R.S. Employer Identification No.)
 13625 Technology Drive, Eden Prairie, MN 55344-2252
 (952) 938-8080
 N/A
  þ o
  o o
  Large accelerated filer 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
    
    
    23ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    36ITEM 4. CONTROLS AND PROCEDURES
    
    
    36PART II. OTHER INFORMATION
    
    
    37ITEM 1. LEGAL PROCEEDINGS
    
    
    37ITEM 1A. RISK FACTORS
    
    
    37ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    37ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    37ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    37ITEM 5. OTHER INFORMATION
    
    
    37ITEM 6. EXHIBITS
    
    
    37SIGNATURES
    
    
    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
 July 31,
    
    
    October 31,2009
    
    
    2008(In millions)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    511.6
    
    
    $
    631.4Accounts receivable, net of reserves of $14.9 and $17.3
    
    
    173.7
    
    
    
    215.4Unbilled revenue
    
    
    21.0
    
    
    
    25.2Inventories, net of reserves of $43.5 and $50.7
    
    
    140.0
    
    
    
    162.7Prepaid and other current assets
    
    
    33.0
    
    
    
    34.7Assets of discontinued operations
    
    
    
    
    
    
    8.0Total current assets
    
    
    879.3
    
    
    
    1,077.4Property and equipment, net of accumulated depreciation of $429.1 and $407.7
    
    
    166.9
    
    
    
    177.1Assets held for sale
    
    
    
    
    
    
    2.9Restricted cash
    
    
    21.8
    
    
    
    15.3Goodwill
    
    
    
    
    
    
    359.3Intangibles, net of accumulated amortization of $139.8 and $126.3
    
    
    94.9
    
    
    
    161.1Long-term available-for-sale securities
    
    
    76.0
    
    
    
    40.4Other assets
    
    
    83.8
    
    
    
    86.3Long-term assets of discontinued operations
    
    
    
    
    
    
    1.2Total assets
    
    $
    1,322.7
    
    
    $
    1,921.0LIABILITIES AND SHAREOWNERS INVESTMENTCurrent Liabilities:Current portion of long-term notes payable
    
    $
    0.6
    
    
    $
    2.6Accounts payable
    
    
    77.8
    
    
    
    99.1Accrued compensation and benefits
    
    
    53.4
    
    
    
    78.1Other accrued liabilities
    
    
    60.7
    
    
    
    71.0Income taxes payable
    
    
    
    
    
    
    2.4Restructuring accrual
    
    
    17.3
    
    
    
    16.7Liabilities of discontinued operations
    
    
    1.0
    
    
    
    8.1Total current liabilities
    
    
    210.8
    
    
    
    278.0Pension obligations and other long-term liabilities
    
    
    81.5
    
    
    
    78.1Long-term notes payable
    
    
    651.0
    
    
    
    650.7Total liabilities
    
    
    943.3
    
    
    
    1,006.8Shareowners Investment:(96.6 and 111.3 shares outstanding, respectively)
    
    
    379.4
    
    
    
    914.2Total liabilities and shareowners investment
    
    $
    1,322.7
    
    
    $
    1,921.0
  3




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##### Table of Contents



ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSUNAUDITED
 Three Months Ended
    
    
    Nine Months EndedJuly 31, 2009
    
    
    August 1, 2008
    
    
    July 31, 2009
    
    
    August 1, 2008(In millions, except earnings per share)Net Sales:Products
    
    $
    251.2
    
    
    $
    341.4
    
    
    $
    719.5
    
    
    $
    988.2Services
    
    
    32.2
    
    
    
    40.4
    
    
    
    93.3
    
    
    
    115.9Total net sales
    
    
    283.4
    
    
    
    381.8
    
    
    
    812.8
    
    
    
    1,104.1Cost of Sales:Products
    
    
    159.0
    
    
    
    216.3
    
    
    
    469.2
    
    
    
    611.8Services
    
    
    25.7
    
    
    
    34.9
    
    
    
    76.1
    
    
    
    99.8Total cost of sales
    
    
    184.7
    
    
    
    251.2
    
    
    
    545.3
    
    
    
    711.6Gross Profit
    
    
    98.7
    
    
    
    130.6
    
    
    
    267.5
    
    
    
    392.5Operating Expenses:Research and development
    
    
    17.3
    
    
    
    21.7
    
    
    
    54.7
    
    
    
    63.0Selling and administration
    
    
    62.9
    
    
    
    83.0
    
    
    
    200.9
    
    
    
    249.6Impairment charges
    
    
    0.1
    
    
    
    
    
    
    
    414.3
    
    
    
    Restructuring charges
    
    
    5.3
    
    
    
    0.1
    
    
    
    13.1
    
    
    
    2.3Total operating expenses
    
    
    85.6
    
    
    
    104.8
    
    
    
    683.0
    
    
    
    314.9Operating Income (Loss)
    
    
    13.1
    
    
    
    25.8
    
    
    
    (415.5
    )
    
    
    77.6Other income (loss), net
    
    
    (7.1
    )
    
    
    (9.5
    )
    
    
    (33.2
    )
    
    
    (70.3
    )Income (loss) before income taxes
    
    
    6.0
    
    
    
    16.3
    
    
    
    (448.7
    )
    
    
    7.3Provision (benefit) for income taxes
    
    
    0.4
    
    
    
    2.9
    
    
    
    (2.2
    )
    
    
    6.3Income (loss) from continuing operations
    
    
    5.6
    
    
    
    13.4
    
    
    
    (446.5
    )
    
    
    1.0Discontinued Operations, Net of TaxLoss on sale of discontinued operations
    
    
    (4.6
    )
    
    
    
    
    
    
    (4.6
    )
    
    
    Income (loss) from discontinued operations
    
    
    (1.8
    )
    
    
    1.7
    
    
    
    (3.4
    )
    
    
    3.1Total discontinued operations
    
    
    (6.4
    )
    
    
    1.7
    
    
    
    (8.0
    )
    
    
    3.1Net Income (Loss)
    
    $
    (0.8
    )
    
    $
    15.1
    
    
    $
    (454.5
    )
    
    $
    4.1Weighted Average Common Shares Outstanding (Basic)
    
    
    96.6
    
    
    
    117.7
    
    
    
    97.5
    
    
    
    117.7Weighted Average Common Shares Outstanding (Diluted)
    
    
    97.8
    
    
    
    118.3
    
    
    
    97.5
    
    
    
    118.3Basic Earnings (Loss) Per Share:Continuing operations
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    (4.58
    )
    
    $
    0.01Discontinued operations
    
    $
    (0.07
    )
    
    $
    0.02
    
    
    $
    (0.08
    )
    
    $
    0.02Net income (loss) per share
    
    $
    (0.01
    )
    
    $
    0.13
    
    
    $
    (4.66
    )
    
    $
    0.03Diluted Earnings (Loss) Per Share:Continuing operations
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    (4.58
    )
    
    $
    0.01Discontinued operations
    
    $
    (0.07
    )
    
    $
    0.02
    
    
    $
    (0.08
    )
    
    $
    0.02Net income (loss) per share
    
    $
    (0.01
    )
    
    $
    0.13
    
    
    $
    (4.66
    )
    
    $
    0.03
  4




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ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED
 Nine Months EndedJuly 31, 2009
    
    
    August 1, 2008(In millions)Operating Activities:Income (loss) from continuing operations
    
    $
    (446.5
    )
    
    $
    1.0Adjustments to reconcile income (loss) from continuing operations to net cash provided by
operating activities from continuing operations:Change in inventory reserves
    
    
    12.6
    
    
    
    8.1Goodwill impairment
    
    
    366.6
    
    
    
    Write-down of cost method investment
    
    
    3.0
    
    
    
    Intangibles impairment
    
    
    47.3
    
    
    
    Write-down of available-for-sale securities
    
    
    18.1
    
    
    
    74.2Depreciation and amortization
    
    
    55.2
    
    
    
    61.4Restructuring expenses
    
    
    13.1
    
    
    
    2.3Change in bad debt reserves
    
    
    3.1
    
    
    
    0.1Non-cash stock compensation
    
    
    8.8
    
    
    
    12.7Change in deferred income taxes
    
    
    (4.7
    )
    
    
    (1.3
    )Gain/(loss) on sale of property and equipment
    
    
    (0.9
    )
    
    
    0.2Amortization of deferred financing costs
    
    
    2.5
    
    
    
    1.8Other, net
    
    
    (1.5
    )
    
    
    (6.8
    )Changes in operating assets and liabilities, net of acquisitions and divestitures:Accounts receivable and unbilled revenues decrease
    
    
    45.8
    
    
    
    3.0Inventories decrease/(increase)
    
    
    13.2
    
    
    
    (6.3
    )Prepaid and other assets decrease
    
    
    2.8
    
    
    
    4.0Accounts payable decrease
    
    
    (22.4
    )
    
    
    (24.2
    )Accrued liabilities decrease
    
    
    (57.4
    )
    
    
    (20.2
    )Total cash provided by operating activities from continuing operations
    
    
    58.7
    
    
    
    110.0Total cash provided by (used for) operating activities from discontinued operations
    
    
    (6.0
    )
    
    
    0.5Total cash provided by operating activities
    
    
    52.7
    
    
    
    110.5Investing Activities:Acquisitions, net of cash acquired
    
    
    (3.5
    )
    
    
    (199.4
    )Purchase of interest in unconsolidated affiliates
    
    
    (1.2
    )
    
    
    (5.2
    )Divestitures
    
    
    3.3
    
    
    
    Property, equipment and patent additions
    
    
    (25.6
    )
    
    
    (30.7
    )Proceeds from disposal of property and equipment
    
    
    4.7
    
    
    
    0.2Increase in restricted cash
    
    
    (6.1
    )
    
    
    (1.1
    )Purchase of available-for-sale securities
    
    
    (51.4
    )
    
    
    (4.7
    )Sale of available-for-sale securities
    
    
    
    
    
    
    39.7Other
    
    
    0.6
    
    
    
    Total cash used for investing activities from continuing operations
    
    
    (79.2
    )
    
    
    (201.2
    )Total cash used for investing activities from discontinued operations
    
    
    (2.3
    )
    
    
    (0.1
    )Total cash used for investing activities
    
    
    (81.5
    )
    
    
    (201.3
    )Financing Activities:Debt issued
    
    
    
    
    
    
    450.0Payments of financing costs
    
    
    
    
    
    
    (10.7
    )Debt payments
    
    
    (2.6
    )
    
    
    (218.9
    )Common stock repurchased
    
    
    (94.1
    )
    
    
    Common stock issued
    
    
    
    
    
    
    0.4Total cash provided by (used for) financing activities
    
    
    (96.7
    )
    
    
    220.8Effect of Exchange Rate Changes on Cash
    
    
    5.7
    
    
    
    6.3Increase (Decrease) in Cash and Cash Equivalents
    
    
    (119.8
    )
    
    
    136.3Cash and Cash Equivalents, beginning of period
    
    
    631.4
    
    
    
    520.2Cash and Cash Equivalents, end of period
    
    $
    511.6
    
    
    $
    656.5
  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
   PurchaseAccrual
    
    Accounting
    
    Charged to costs
    
    
    
    
    
    AccrualOctober 31, 2008
    
    Adjustments
    
    and expenses
    
    Deductions
    
    July 31, 2009(In millions)Warranty Reserve
    
    $
    8.9
    
    
    $
    (0.6
    )
    
    $
    
    
    
    $
    1.6
    
    
    $
    6.7
 Share-Based Compensation
 Share-Based Payment: An amendment
of Financial Accounting Standards Board (FASB) Statement No. 123,
 6




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##### Table of Contents



Fair Value of Financial Instruments:
 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
 Subsequent Events
 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
 7




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##### Table of Contents



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
 Note 2: Acquisitions
 ANIHA
  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
     9




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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
 Pro-Forma Results of Operations
  Nine MonthsEndedAugust 1,2008Net sales
    
    $
    1,128.6Income from continuing operations
    
    
    3.8Net income
    
    
    6.0Income from continuing operations per share  basic and diluted
    
    
    0.03Net income per share  basic and diluted
    
    $
    0.05
  Note 3: Discontinued Operations
 APS Germany
   Three Months Ended
    
    
    Nine Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Net sales
    
    $
    5.8
    
    
    $
    8.3
    
    
    $
    18.9
    
    
    $
    27.9Income (loss) from discontinued operations
    
    $
    (1.8
    )
    
    $
    1.7
    
    
    $
    (3.4
    )
    
    $
    3.1Loss on sale of discontinued operations
    
    
    (4.6
    )
    
    
    
    
    
    
    (4.6
    )
    
    
    Total discontinued operations
    
    $
    (6.4
    )
    
    $
    1.7
    
    
    $
    (8.0
    )
    
    $
    3.1
 10




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Note 4: Net Income (Loss) from Continuing Operations Per Share
  Three Months Ended
    
    
    Nine Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions, except
    
    
    (In millions, exceptper share amounts)
    
    
    per share amounts)Numerator:Net income (loss) from continuing operations
    
    $
    5.6
    
    
    $
    13.4
    
    
    $
    (446.5
    )
    
    $
    1.0Interest expense for convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) from continuing operations  diluted
    
    $
    5.6
    
    
    $
    13.4
    
    
    $
    (446.5
    )
    
    $
    1.0Denominator:Weighted average common shares outstanding  basic
    
    
    96.6
    
    
    
    117.7
    
    
    
    97.5
    
    
    
    117.7Convertible bonds converted to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee options and other
    
    
    1.2
    
    
    
    0.6
    
    
    
    
    
    
    
    0.6Weighted average common shares outstanding  diluted
    
    
    97.8
    
    
    
    118.3
    
    
    
    97.5
    
    
    
    118.3Basic income (loss) per share from continuing operations
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    (4.58
    )
    
    $
    0.01Diluted income (loss) per share from continuing operations
    
    $
    0.06
    
    
    $
    0.11
    
    
    $
    (4.58
    )
    
    $
    0.01
   Convertible Shares
    
    
    ConversionConvertible Subordinated Notes
    
    July 31, 2009
    
    
    August 1, 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
  11




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##### Table of Contents



Note 5: Inventories
  July 31,
    
    
    October 31,2009
    
    
    2008(In millions)Manufactured products
    
    $
    113.5
    
    
    $
    132.9Purchased materials
    
    
    63.0
    
    
    
    73.1Work-in-process
    
    
    7.0
    
    
    
    7.4Less: Inventory reserve
    
    
    (43.5
    )
    
    
    (50.7
    )Total inventories, net
    
    $
    140.0
    
    
    $
    162.7
 Note 6: Property and Equipment
  July 31,
    
    
    October 31,2009
    
    
    2008(In millions)Land and buildings
    
    $
    135.6
    
    
    $
    134.7Machinery and equipment
    
    
    409.0
    
    
    
    404.6Furniture and fixtures
    
    
    39.6
    
    
    
    38.9Less: Accumulated depreciation
    
    
    (429.1
    )
    
    
    (407.7
    )Total
    
    
    155.1
    
    
    
    170.5Construction-in-progress
    
    
    11.8
    
    
    
    6.6Total property and equipment, net
    
    $
    166.9
    
    
    $
    177.1
 Note 7: Investments
  Other-Than-Amortized
    
    
    
    
    
    
    TemporaryCost
    
    
    Unrealized
    
    
    Impairment
    
    
    FairBasis
    
    
    Gain/(Loss)
    
    
    Loss
    
    
    Value(In millions)July 31, 2009Equity securities
    
    $
    0.1
    
    
    $
    0.1
    
    
    $
    
    
    
    $
    0.2Corporate bonds
    
    
    50.7
    
    
    
    0.4
    
    
    
    
    
    
    
    51.1Auction-rate securities
    
    
    169.8
    
    
    
    2.6
    
    
    
    (18.1
    )
    
    
    24.9
    (1)Total available-for-sale securities
    
    $
    220.6
    
    
    $
    3.1
    
    
    $
    (18.1
    )
    
    $
    76.2October 31, 2008Equity securities
    
    $
    0.1
    
    
    $
    
    
    
    $
    
    
    
    $
    0.1Auction-rate securities
    
    
    169.8
    
    
    
    0.6
    
    
    
    (100.6
    )
    
    
    40.4
    (2)Total available-for-sale securities
    
    $
    169.9
    
    
    $
    0.6
    
    
    $
    (100.6
    )
    
    $
    40.5Fiscal 2008
 
 (1)
    
    Net of cumulative unrealized gains of $3.2 million and other-than-temporary losses of $148.1 million(2)
    
    Net of cumulative losses of $130.0 million         12




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##### Table of Contents



Note 8: Goodwill and Intangible Assets
    13




---



##### 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 July 31, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
  Note 9: Income Taxes
     14




---



##### Table of Contents



Note 10: Comprehensive Income (Loss)
   Three Months Ended
    
    
    Nine Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Net income (loss)
    
    $
    (0.8
    )
    
    $
    15.1
    
    
    $
    (454.5
    )
    
    $
    4.1Change in cumulative translation adjustment
    
    
    6.7
    
    
    
    5.0
    
    
    
    9.8
    
    
    
    6.0Net change in fair value of interest rate swap
    
    
    1.5
    
    
    
    0.7
    
    
    
    (7.5
    )
    
    
    0.7Net change in fair value of Mexican peso hedge
    
    
    1.2
    
    
    
    
    
    
    
    0.4
    
    
    
    Unrealized gain on other available-for-sale securities
    
    
    0.2
    
    
    
    
    
    
    
    0.5
    
    
    
    Unrealized gain on auction-rate securities
    
    
    1.4
    
    
    
    0.4
    
    
    
    2.6
    
    
    
    0.4Total comprehensive income (loss)
    
    $
    10.2
    
    
    $
    21.2
    
    
    $
    (448.7
    )
    
    $
    11.2
  Note 11: Segment and Geographic Information
   
    
    Connectivity
    
    Network Solutions
    
    Professional Services
  Connectivity
 Network Solutions
 Professional Services
 15




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##### Table of Contents



Network
    
    
    Professional
    
    
    
    
    
    
    Restructuring
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    and Impairment
    
    
    Consolidated(In millions)Three Months Ended July 31, 2009External net sales:Products
    
    $
    226.5
    
    
    $
    15.3
    
    
    $
    9.4
    
    
    $
    251.2
    
    
    $
    
    
    
    $
    251.2Services
    
    
    
    
    
    
    4.0
    
    
    
    28.2
    
    
    
    32.2
    
    
    
    
    
    
    
    32.2Total external net sales
    
    $
    226.5
    
    
    $
    19.3
    
    
    $
    37.6
    
    
    $
    283.4
    
    
    $
    
    
    
    $
    283.4Depreciation and amortization
    
    $
    14.4
    
    
    $
    0.9
    
    
    $
    0.9
    
    
    $
    16.2
    
    
    $
    
    
    
    $
    16.2Operating income (loss)
    
    $
    27.3
    
    
    $
    (11.4
    )
    
    $
    2.6
    
    
    $
    18.5
    
    
    $
    (5.4
    )
    
    $
    13.1Three Months Ended August 1, 2008External net sales:Products
    
    $
    304.3
    
    
    $
    24.8
    
    
    $
    12.3
    
    
    $
    341.4
    
    
    $
    
    
    
    $
    341.4Services
    
    
    
    
    
    
    7.3
    
    
    
    33.1
    
    
    
    40.4
    
    
    
    
    
    
    
    40.4Total external net sales
    
    $
    304.3
    
    
    $
    32.1
    
    
    $
    45.4
    
    
    $
    381.8
    
    
    $
    
    
    
    $
    381.8Depreciation and amortization
    
    $
    16.5
    
    
    $
    3.6
    
    
    $
    0.8
    
    
    $
    20.9
    
    
    $
    
    
    
    $
    20.9Operating income (loss)
    
    $
    34.7
    
    
    $
    (9.5
    )
    
    $
    0.7
    
    
    $
    25.9
    
    
    $
    (0.1
    )
    
    $
    25.8
 Network
    
    
    Professional
    
    
    
    
    
    
    Restructuring
    
    
    GAAPConnectivity
    
    
    Solutions
    
    
    Services
    
    
    Consolidated
    
    
    and Impairment
    
    
    Consolidated(In millions)Nine Months Ended July 31, 2009External net sales:Products
    
    $
    643.8
    
    
    $
    47.0
    
    
    $
    28.7
    
    
    $
    719.5
    
    
    $
    
    
    
    $
    719.5Services
    
    
    
    
    
    
    12.8
    
    
    
    80.5
    
    
    
    93.3
    
    
    
    
    
    
    
    93.3Total external net sales
    
    $
    643.8
    
    
    $
    59.8
    
    
    $
    109.2
    
    
    $
    812.8
    
    
    $
    
    
    
    $
    812.8Depreciation and amortization
    
    $
    47.6
    
    
    $
    4.8
    
    
    $
    2.8
    
    
    $
    55.2
    
    
    $
    
    
    
    $
    55.2Operating income (loss)
    
    $
    38.8
    
    
    $
    (30.1
    )
    
    $
    3.2
    
    
    $
    11.9
    
    
    $
    (427.4
    )
    
    $
    (415.5
    )Nine Months Ended August 1, 2008External net sales:Products
    
    $
    872.2
    
    
    $
    78.9
    
    
    $
    37.1
    
    
    $
    988.2
    
    
    $
    
    
    
    $
    988.2Services
    
    
    
    
    
    
    17.0
    
    
    
    98.9
    
    
    
    115.9
    
    
    
    
    
    
    
    115.9Total external net sales
    
    $
    872.2
    
    
    $
    95.9
    
    
    $
    136.0
    
    
    $
    1,104.1
    
    
    $
    
    
    
    $
    1,104.1Depreciation and amortization
    
    $
    47.9
    
    
    $
    11.0
    
    
    $
    2.5
    
    
    $
    61.4
    
    
    $
    
    
    
    $
    61.4Operating income (loss)
    
    $
    105.8
    
    
    $
    (24.5
    )
    
    $
    (1.4
    )
    
    $
    79.9
    
    
    $
    (2.3
    )
    
    $
    77.6
 16




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##### Table of Contents



Geographic Information
  Three Months Ended
    
    
    Nine Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Net Sales:Inside the United States
    
    $
    172.5
    
    
    $
    213.5
    
    
    $
    483.4
    
    
    $
    644.3Outside the United States:Asia Pacific (excluding China) (Australia, Hong Kong,
India, Japan, Korea, New Zealand, Southeast Asia and
Taiwan)
    
    
    25.7
    
    
    
    42.3
    
    
    
    70.1
    
    
    
    108.8China (1)
    
    
    18.9
    
    
    
    12.3
    
    
    
    60.2
    
    
    
    28.3EMEA (Europe (excluding Germany), Middle East and Africa)
    
    
    38.4
    
    
    
    69.4
    
    
    
    114.5
    
    
    
    208.6Germany (1)
    
    
    8.1
    
    
    
    16.5
    
    
    
    27.5
    
    
    
    37.9Americas (Canada, Central and South America)
    
    
    19.8
    
    
    
    27.8
    
    
    
    57.1
    
    
    
    76.2Total net sales
    
    $
    283.4
    
    
    $
    381.8
    
    
    $
    812.8
    
    
    $
    1,104.1Property and Equipment, Net:Inside the United States
    
    $
    109.2Outside the United States
    
    
    57.7Total property and equipment, net
    
    $
    166.9
 
 (1)
    
    Due to the significance of their net sales, China and Germany are broken out for geographic
purposes.  Note 12: Impairment, Restructuring and Other Disposal Charges
  Three Months Ended
    
    
    Nine Months EndedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Impairments:Fixed asset write-downs
    
    $
    0.1
    
    
    $
    
    
    
    $
    0.4
    
    
    $
    Goodwill and intangibles
    
    
    
    
    
    
    
    
    
    
    413.9
    
    
    
    Total impairment charges
    
    
    0.1
    
    
    
    
    
    
    
    414.3
    
    
    
    Restructuring charges:Employee severance
    
    
    5.0
    
    
    
    0.3
    
    
    
    12.5
    
    
    
    2.3Facilities consolidation and lease termination
    
    
    0.3
    
    
    
    (0.2
    )
    
    
    0.6
    
    
    
    Total restructuring charges
    
    
    5.3
    
    
    
    0.1
    
    
    
    13.1
    
    
    
    2.3Other disposal charges:Inventory write-offs
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    Total impairment, restructuring and other disposal charges
    
    $
    5.4
    
    
    $
    0.1
    
    
    $
    428.0
    
    
    $
    2.3
 Impairment Charges:
 Restructuring Charges:
 17




---



##### Table of Contents



Other Disposal Charges:
  ContinuingAccrual
    
    
    Operations Net
    
    
    Cash payments
    
    
    AccrualType of Charge
    
    October 31, 2008
    
    
    Additions
    
    
    Charged to accrual
    
    
    July 31, 2009(In millions)Employee severance costs
    
    $
    8.6
    
    
    $
    12.5
    
    
    $
    11.3
    
    
    $
    9.8Facilities consolidation
    
    
    8.1
    
    
    
    0.6
    
    
    
    1.2
    
    
    
    7.5Total restructuring accrual
    
    $
    16.7
    
    
    $
    13.1
    
    
    $
    12.5
    
    
    $
    17.3
  Note 13: Other Income (Loss), Net
  Three months ended
    
    
    Nine months endedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Interest income on investments
    
    $
    1.7
    
    
    $
    6.8
    
    
    $
    7.4
    
    
    $
    25.1Interest expense on borrowings
    
    
    (6.6
    )
    
    
    (7.6
    )
    
    
    (21.3
    )
    
    
    (21.3
    )Interest income (loss), net
    
    
    (4.9
    )
    
    
    (0.8
    )
    
    
    (13.9
    )
    
    
    3.8Write-down of available-for-sale securities
    
    
    (3.2
    )
    
    
    (6.0
    )
    
    
    (18.1
    )
    
    
    (74.2
    )Write-down of cost method investment
    
    
    
    
    
    
    
    
    
    
    (3.0
    )
    
    
    Foreign exchange gain (loss)
    
    
    0.1
    
    
    
    (2.6
    )
    
    
    (1.0
    )
    
    
    0.5Gain (loss) on sale of fixed assets
    
    
    
    
    
    
    (0.1
    )
    
    
    0.9
    
    
    
    (0.1
    )Other, net
    
    
    0.9
    
    
    
    
    
    
    
    1.9
    
    
    
    (0.3
    )Subtotal
    
    
    (2.2
    )
    
    
    (8.7
    )
    
    
    (19.3
    )
    
    
    (74.1
    )Total other income (loss), net
    
    $
    (7.1
    )
    
    $
    (9.5
    )
    
    $
    (33.2
    )
    
    $
    (70.3
    )
  18




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##### Table of Contents



Note 14: Commitments and Contingencies
 Legal Contingencies
  Change of Control
 Note 15: Common Stock Repurchase Plan
  Note 16: Fair Value Measurements and Auction-Rate Securities
  Fair Value Hierarchy
  Level 1
  19




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##### Table of Contents



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.
 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
    
    
    UnobservableJuly 31,
    
    
    Assets
    
    
    Observable Inputs
    
    
    InputsDescription
    
    2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Cash and cash equivalents
    
    $
    511.6
    
    
    $
    511.6
    
    
    $
    
    
    
    $
    Available-for-sale securities
    
    
    0.2
    
    
    
    0.2
    
    
    
    
    
    
    
    Restricted cash
    
    
    21.8
    
    
    
    21.8
    
    
    
    
    
    
    
    Long-term available-for-sale securities
    
    
    76.0
    
    
    
    51.1
    
    
    
    
    
    
    
    24.9Mexican peso currency hedge assets
(included in prepaid and other current
assets)
    
    
    0.6
    
    
    
    
    
    
    
    0.6
    
    
    
    Total assets measured at fair value
    
    $
    610.2
    
    
    $
    584.7
    
    
    $
    0.6
    
    
    $
    24.9Liabilities:Interest rate swap liabilities
(included in other accrued liabilities
and other long-term liabilities)
    
    
    10.3
    
    
    
    
    
    
    
    10.3
    
    
    
    Total liabilities measured at fair value
    
    $
    10.3
    
    
    $
    
    
    
    $
    10.3
    
    
    $
    
  Fair ValueMeasurements UsingSignificantUnobservable Inputs(Level 3)Balance as of October 31, 2008
    
    $
    40.4Total gains or losses (realized or unrealized)Included in earnings (other income(loss))
    
    
    (18.1
    )Included in other comprehensive income
    
    
    2.6Purchases, issuance, and settlements
    
    
    Transfers in and /or out of Level 3
    
    
    Balance as of July 31, 2009
    
    $
    24.9
 20




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##### Table of Contents



Note 17: Derivative Instruments and Hedging Activities
    Cash flow hedges
   Year Swapentered into
    
    Fixed Rate
    
    Notional Amount
    
    Expiration Date2008
    
    4.0%
    
    $200,000,000
    
    June 2013
  21




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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 loss recognized in OCI on derivative (effective portion)
    
    
    (10.1
    )
    
    
    (0.3
    )
    
    
    (10.4
    )Amount of loss reclassified from OCI into income (effective portion) (3)
    
    
    2.6
    
    
    
    0.7
    
    
    
    3.3Balance as of July 31, 2009
    
    $
    (10.3
    )
    
    $
    0.6
    
    
    $
    (9.7
    )
 
 (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 July 31, 2009 were liabilities of $5.4 million and $4.9 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)
    
    Gains and losses are reclassified to interest income (expense) for the interest rate swap and
cost of goods sold for the Mexican peso hedge.     Derivatives not designated as
    
    
    Amount of gain (loss) recognizedhedging instruments under SFAS 133
    
    
    in income on derivativeLocation of gain (loss)
    
    
    Three months ended
    
    
    Nine months endedrecognized in income on derivative
    
    
    July 31, 2009
    
    
    August 1, 2008
    
    
    July 31, 2009
    
    
    August 1, 2008Foreign currency hedges
    
    Other income (expense), net
    
    $
    (1.1
    )
    
    $
    
    
    
    $
    0.5
    
    
    $
    (0.7
    )
 Note 18: Subsequent Event
    22




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
     
    
    Connectivity
    
    Network Solutions
    
    Professional Services
  Connectivity
 Network Solutions
 23




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##### Table of Contents



Professional Services
 Marketplace Conditions
 Current Global Macro-Economic Conditions
  
    
    As compared to the three and nine months ended August 1, 2008, our net sales decreased by
25.8% and 26.4%, 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 nine months ended July 31, 2009 by approximately $10.0 million and
$34.0 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 nine months ended July 31, 2009 compared to the same
periods in fiscal 2008, these costs grew as a percentage of our net sales because of lower
sales volumes;
    
    Our gross margin percentage for the nine months ended July 31, 2009 was 32.9%. This
compares to 35.5% for the same period in fiscal 2008, primarily because of lower sales
volumes; and
    
    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
and the decline in our market capitalization.
  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
 24




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##### Table of Contents



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.
  i.e.
  Strategy
     e.g.
 25




---



##### 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.
   26




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##### Table of Contents



Results of Operations
 Net Sales
  Three months ended
    
    
    PercentageJuly 31,
    
    
    August 1,
    
    
    Increase (Decrease)2009
    
    
    2008
    
    
    Between Periods(In millions)Net sales
    
    $
    283.4
    
    
    $
    381.8
    
    
    
    (25.8
    )%Cost of sales
    
    
    184.7
    
    
    
    251.2
    
    
    
    (26.5
    )Gross profit
    
    
    98.7
    
    
    
    130.6
    
    
    
    (24.4
    )Gross margin
    
    
    34.8
    %
    
    
    34.2
    %Operating expenses:Research and development
    
    
    17.3
    
    
    
    21.7
    
    
    
    (20.3
    )Selling and administration
    
    
    62.9
    
    
    
    83.0
    
    
    
    (24.2
    )Restructuring charges
    
    
    5.3
    
    
    
    0.1
    
    
    
    Impairment charges
    
    
    0.1
    
    
    
    
    
    
    
    100.0Total operating expenses
    
    
    85.6
    
    
    
    104.8
    
    
    
    (18.3
    )Operating income (loss)
    
    
    13.1
    
    
    
    25.8
    
    
    
    (49.2
    )Operating margin
    
    
    4.6
    %
    
    
    6.8
    %Other income (expense), net:Interest income, net
    
    
    (4.9
    )
    
    
    (0.8
    )
    
    
    512.5Other, net
    
    
    (2.2
    )
    
    
    (8.7
    )
    
    
    (74.7
    )Income (loss) before income taxes
    
    
    6.0
    
    
    
    16.3
    
    
    
    (63.2
    )Provision for income taxes
    
    
    0.4
    
    
    
    2.9
    
    
    
    (86.2
    )Income (loss) from continuing operations
    
    $
    5.6
    
    
    $
    13.4
    
    
    
    (58.2
    )%
 Nine months ended
    
    
    PercentageJuly 31,
    
    
    August 1,
    
    
    Increase (Decrease)2009
    
    
    2008
    
    
    Between Periods(In millions)Net sales
    
    $
    812.8
    
    
    $
    1,104.1
    
    
    
    (26.4
    )%Cost of sales
    
    
    545.3
    
    
    
    711.6
    
    
    
    (23.4
    )Gross profit
    
    
    267.5
    
    
    
    392.5
    
    
    
    (31.8
    )Gross margin
    
    
    32.9
    %
    
    
    35.5
    %Operating expenses:Research and development
    
    
    54.7
    
    
    
    63.0
    
    
    
    (13.2
    )Selling and administration
    
    
    200.9
    
    
    
    249.6
    
    
    
    (19.5
    )Restructuring charges
    
    
    13.1
    
    
    
    2.3
    
    
    
    469.6Impairment charges
    
    
    414.3
    
    
    
    
    
    
    
    100.0Total operating expenses
    
    
    683.0
    
    
    
    314.9
    
    
    
    116.9Operating income (loss)
    
    
    (415.5
    )
    
    
    77.6
    
    
    
    (635.4
    )Operating margin
    
    
    (51.1
    )%
    
    
    7.0
    %Other income (expense), net:Interest income, net
    
    
    (13.9
    )
    
    
    3.8
    
    
    
    (465.8
    )Other, net
    
    
    (19.3
    )
    
    
    (74.1
    )
    
    
    (74.0
    )Income (loss) before income taxes
    
    
    (448.7
    )
    
    
    7.3
    
    
    
    Provision (benefit) for income taxes
    
    
    (2.2
    )
    
    
    6.3
    
    
    
    (134.9
    )Income (loss) from continuing operations
    
    $
    (446.5
    )
    
    $
    1.0
    
    
    
    
    %
 27




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The following table sets forth our net sales for the three and nine months ended July 31, 2009
and August 1, 2008 for each of our reportable segments:
 Three months ended
    
    
    PercentageJuly 31,
    
    
    August 1,
    
    
    Increase (Decrease)Reportable Segment
    
    2009
    
    
    2008
    
    
    Between Periods(In millions)Connectivity
    
    $
    226.5
    
    
    $
    304.3
    
    
    
    (25.6
    )%Network Solutions:Products
    
    
    15.3
    
    
    
    24.8
    
    
    
    (38.3
    )Services
    
    
    4.0
    
    
    
    7.3
    
    
    
    (45.2
    )Total Network Solutions
    
    
    19.3
    
    
    
    32.1
    
    
    
    (39.9
    )Professional Services:Products
    
    
    9.4
    
    
    
    12.3
    
    
    
    (23.6
    )Services
    
    
    28.2
    
    
    
    33.1
    
    
    
    (14.8
    )Total Professional Services
    
    
    37.6
    
    
    
    45.4
    
    
    
    (17.2
    )Total Net Sales
    
    $
    283.4
    
    
    $
    381.8
    
    
    
    (25.8
    )%
 Nine months ended
    
    
    PercentageJuly 31,
    
    
    August 1,
    
    
    Increase (Decrease)Reportable Segment
    
    2009
    
    
    2008
    
    
    Between Periods(In millions)Connectivity
    
    $
    643.8
    
    
    $
    872.2
    
    
    
    (26.2
    )%Network Solutions:Products
    
    
    47.0
    
    
    
    78.9
    
    
    
    (40.4
    )Services
    
    
    12.8
    
    
    
    17.0
    
    
    
    (24.7
    )Total Network Solutions
    
    
    59.8
    
    
    
    95.9
    
    
    
    (37.6
    )Professional Services:Products
    
    
    28.7
    
    
    
    37.1
    
    
    
    (22.6
    )Services
    
    
    80.5
    
    
    
    98.9
    
    
    
    (18.6
    )Total Professional Services
    
    
    109.2
    
    
    
    136.0
    
    
    
    (19.7
    )Total Net Sales
    
    $
    812.8
    
    
    $
    1,104.1
    
    
    
    (26.4
    )%
      28




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##### Table of Contents



Gross Margin
     Operating Expenses
  Research and development:
 Selling and administration:
 Restructuring charges:
  29




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##### Table of Contents



Impairments:
   Other Income (Loss), Net
  Three months ended
    
    
    Nine months endedJuly 31,
    
    
    August 1,
    
    
    July 31,
    
    
    August 1,2009
    
    
    2008
    
    
    2009
    
    
    2008(In millions)
    
    
    (In millions)Interest income on investments
    
    $
    1.7
    
    
    $
    6.8
    
    
    $
    7.4
    
    
    $
    25.1Interest expense on borrowings
    
    
    (6.6
    )
    
    
    (7.6
    )
    
    
    (21.3
    )
    
    
    (21.3
    )Interest income (loss), net
    
    
    (4.9
    )
    
    
    (0.8
    )
    
    
    (13.9
    )
    
    
    3.8Write-down of available-for-sale securities
    
    
    (3.2
    )
    
    
    (6.0
    )
    
    
    (18.1
    )
    
    
    (74.2
    )Write-down of cost method investment
    
    
    
    
    
    
    
    
    
    
    (3.0
    )
    
    
    Foreign exchange gain (loss)
    
    
    0.1
    
    
    
    (2.6
    )
    
    
    (1.0
    )
    
    
    0.5Gain (loss) on sale of fixed assets
    
    
    
    
    
    
    (0.1
    )
    
    
    0.9
    
    
    
    (0.1
    )Other, net
    
    
    0.9
    
    
    
    
    
    
    
    1.9
    
    
    
    (0.3
    )Subtotal
    
    
    (2.2
    )
    
    
    (8.7
    )
    
    
    (19.3
    )
    
    
    (74.1
    )Total other income (loss), net
    
    $
    (7.1
    )
    
    $
    (9.5
    )
    
    $
    (33.2
    )
    
    $
    (70.3
    )
  30




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##### Table of Contents



Income Taxes
   Three Months Ended
    
    
    Nine Months EndedJuly 31, 2009
    
    
    August 1, 2008
    
    
    July 31, 2009
    
    
    August 1, 2008(In millions, except tax rates)Income tax provision (benefit)
    
    $
    0.4
    
    
    $
    2.9
    
    
    $
    (2.2
    )
    
    $
    6.3Income (loss) before income taxes
    
    $
    6.0
    
    
    $
    16.3
    
    
    $
    (448.7
    )
    
    $
    7.3Effective income tax rate
    
    
    6.7
    %
    
    
    17.8
    %
    
    
    0.5
    %
    
    
    86.3
   Acquisitions
 ANIHA
  LGC
  31




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##### Table of Contents



Century Man
      32




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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
  33




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##### Table of Contents



Investing Activities
   Financing Activities
   Credit Facility
   Share Repurchase
  Off-Balance-Sheet Arrangements and Contractual Obligations
  Working Capital and Liquidity Outlook
  34




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##### Table of Contents



Cautionary Statement Regarding Forward Looking Information
  35




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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
  36




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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
  
 ITEM 6.
    
    EXHIBITS
  37




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##### Table of Contents



SIGNATURES
  Dated: September 2, 2009
    ADC TELECOMMUNICATIONS, INC.By:
    /s/ James G. MathewsJames G. MathewsVice President, Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer) 38




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##### Table of Contents



ADC TELECOMMUNICATIONS, INC.
EXHIBIT INDEX TO FORM 10-Q
FOR THE THREE MONTHS ENDED JULY 31, 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.)10.1
    
    
    Second Amendment to Employment Agreement between ADC Telecommunications, Inc. and
Robert E. Switz dated July 1, 2009. (Incorporated by reference to Exhibit 99.1 of
ADCs Current Report on Form 8-K filed on July 1, 2009.)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 39