8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 18, 2009

ADC Telecommunications, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-1424	41-0743912
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13625 Technology Drive, Eden Prairie,
Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 952.938.8080

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously announced in a report on Form 8-K we filed on July 25, 2008, our Board of Directors approved a change in our fiscal year end from October 31st to September 30th commencing with our fiscal year 2009. As a result our fiscal year 2009 will be shortened from 12 months to 11 months and our fourth quarter of fiscal year 2009 will be shortened from 3 months to 2 months, both periods ending on September 30th, 2009. Fiscal years subsequent to 2009 also will end on September 30th.

Commencing with our report on Form 10-K for fiscal year 2009 we will file periodic reports on Form 10-Q and Form 10-K that correspond to our new quarterly reporting cycle based on a September 30th fiscal year end. Our fiscal 2009 report on Form 10-K will be our transition report to this new cycle. The transition report includes certain required financial information for prior periods that corresponds to our new fiscal year end. Specifically, in addition to other financial information, our report on Form 10-K will be required to include unaudited consolidated statements of operations and cash flows for the 11 month period ended September 30, 2008.

We are furnishing the information contained in this report on Form 8-K primarily because certain shareholders and other stakeholders requested that we provide financial information beyond what is required in our transition report on Form 10-K so they can more easily compare future financial results that will be reported on our new quarterly reporting cycle to prior comparable periods. In addition, these stakeholders have informed us that they believe the furnishing of this information will provide a better understanding of the results we will announce for both our 2009 fiscal fourth quarter and full fiscal year, each of which will be shorter than normal.

Due to the previously announced change in fiscal year end, our fourth fiscal quarter of 2009 will consist of the fiscal months of August and September and last approximately 42 working days. In comparison, the previously reported results of the fiscal fourth quarters of fiscal 2007 and fiscal 2008 lasted 62 days and 64 days respectively. In addition, the Statements of Operations furnished with this report on Form 8-K for the approximately 2 month periods ended September 26, 2008 and September 28, 2007 both consisted of 39 working days.

Historically, we have recorded certain normal, recurring adjustments only on a quarterly basis. As a result, the exhibits furnished with this report, which are restated based on our new fiscal year end, do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. In addition, this report contains certain non-GAAP financial measures. We use a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing our overall business performance, for making operating decisions, and for forecasting and planning future periods. More information on our use of non-GAAP financial measures is described in the exhibits to this report.

All of the information included in this report and in the related exhibits is furnished. None of this information shall be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Exchange Act. By furnishing this information, we make no admission as to the materiality of any information in this report, including, but not limited to, information included in the exhibits to this report. None of the financial information included in this report was audited or subjected to a review by our independent public accountants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Proforma historical financials for ADC Telecommunications based on new fiscal year.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADC Telecommunications, Inc.
August 18, 2009	By:	James G. Mathews
		Name:	James G. Mathews
		Title:	Vice President and Chief Financial Officer

Exhibit Index

Exhibit
No.	Description
99.1	Proforma historical financials for ADC Telecommunications based on new fiscal year.

EX-99.1

Exhibit 99.1

Reconciliation of non-GAAP and GAAP Financial Measures

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED NON-GAAP INCOME AND EPS CALCULATION — UNAUDITED
(In millions except per share amounts)

	Three Months Ended														Three Months Ended
	December 28,			March 28,			June 27,		September 26,						December 26,			March 27,
	2007			2008			2008		2008			FY08			2008			2009
GAAP Income (Loss) from Continuing Operations	$	(35.3	)	$	(5.6	)	$	6.8	$	(7.9	)	$	(42.0	)	$	(48.4	)	$	(442.1	)
Diluted GAAP Income (Loss) from Continuing Operations per Share	$	(0.30	)	$	(0.05	)	$	0.06	$	(0.07	)	$	(0.36	)	$	(0.46	)	$	(4.58	)
Non-GAAP adjustments:
Auction Rate Securities Adjustments (4)		49.9			29.7			18.0		6.0			103.6			26.4			14.2
Amortization of Purchased Intangibles (2)		6.0			10.0			9.0		8.5			33.5			8.4			6.9
Restructuring Charges (2)		—			1.9			0.4		0.2			2.5			8.5			3.8
Other Impairment Charges (2)		0.7			—			—		—			0.7			4.1			0.5
E-Band Impairment (4)		—			—			—		—			—			—			3.0
Goodwill impairment (3)		—			—			—		—			—			—			361.9
Intangibles impairment (2)		—			—			—		—			—			—			47.3
Outdoor Wireless Inventory Charge (1)		—			—			—		—			—			10.8			—
LGC Purchase Accounting Adjustment (1)		—			—			3.5		—			3.5			—			—
Tax Valuation Allowance (5)		—			—			—		3.4			3.4			—			—
ACX Inventory Charge (1)		—			—			—		—			—			3.2			—
FX Adjustment (4)		—			—			—		1.7			1.7			—			—
ADC Foundation Grant (2)		10.0			—			—		—			10.0			—			—
Gain on Sale of BigBand (4)		—			—			—		—			—			—			—
Total Adjustments	$	66.6		$	41.6		$	30.9	$	19.8		$	158.9		$	61.4		$	437.6
Non-GAAP Income (Loss) from Continuing Operations	$	31.3		$	36.0		$	37.7	$	11.9		$	116.9		$	13.0		$	(4.5	)
Diluted non-GAAP Income (Loss) from Continuing Operations per Share	$	0.26		$	0.30		$	0.31	$	0.10		$	0.99		$	0.12		$	(0.05	)
Reconciliation of the numerators and denominators of non-GAAP diluted income (loss) per share from continuing operations:
Interest addback	$	0.1		$	7.8		$	7.5	$	—		$	—		$	—		$	—
Diluted shares outstanding — adjusted		118.5			148.4			147.6		117.9			118.2			105.9			96.6

	Three Months Ended
	December 29,			March 30,			June 29,			September 28,
	2006			2007			2007			2007			FY07
GAAP Income (Loss) from Continuing Operations	$	(9.3	)	$	80.8		$	39.6		$	28.6		$	139.7
Diluted GAAP Income (Loss) from Continuing Operations per Share	$	(0.08	)	$	0.64		$	0.33		$	0.24		$	1.16
Non-GAAP adjustments:
Auction Rate Securities Adjustments (4)		—			—			—			—			—
Amortization of Purchased Intangibles (2)		6.0			6.1			6.0			6.0			24.1
Restructuring Charges (2)		13.6			—			(0.2	)		5.4			18.8
Other Impairment Charges (2)		0.6			0.1			0.1			1.5			2.3
E-Band Impairment (4)		—			—			—			—			—
Goodwill impairment (3)		—			—			—			—			—
Intangibles impairment (2)		—			—			—			—			—
Outdoor Wireless Inventory Charge (1)		—			—			—			—			—
LGC Purchase Accounting Adjustment (1)		—			—			—			—			—
Tax Valuation Allowance (5)		—			—			—			(6.0	)		(6.0	)
ACX Inventory Charge (1)		—			—			—			8.9			8.9
FX Adjustment (4)		—			—			—			—			—
ADC Foundation Grant (2)		—			—			—						—
Gain on Sale of BigBand (4)		—			(57.1	)		—			—			(57.1	)
Total Adjustments	$	20.2		$	(50.9	)	$	5.9		$	15.8		$	(9.0	)
Non-GAAP Income (Loss) from Continuing Operations	$	10.9		$	29.9		$	45.5		$	44.4		$	130.7
Diluted non-GAAP Income (Loss) from Continuing Operations per Share	$	0.09		$	0.25		$	0.37		$	0.37		$	1.11
Reconciliation of the numerators and denominators of non-GAAP diluted income (loss) per share from continuing operations:
Interest addback	$	—		$	—		$	3.8		$	3.8		$	15.2
Diluted shares outstanding — adjusted		117.3			117.4			131.9			132.0			131.8

(1)	Included in Cost of Goods Sold
(2)	Included in Operating Expenses
(3)	Included in Operating Expenses (Q1 FY09 $366.2 offset by ($4.3) million in Provision (Benefit) for Income Taxes)
(4)	Included in Other Income (Expense)
(5)	Included in Provision (Benefit) for Income Taxes

Reasons for Presenting Non-GAAP Measures. The consolidated non-GAAP net income and non-GAAP EPS calculations above contain non-GAAP financial measures. ADC utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing our overall business performance, for making operating decisions and for forecasting and planning future periods. The non-GAAP financial measures ADC uses include non-GAAP net income from continuing operations and diluted non-GAAP net income from continuing operations per share. Non-GAAP net income from continuing operations is defined as net income from continuing operations excluding the items identified in the above table and the tax effect of these non-GAAP adjustments. These measures are used by some investors when assessing the performance of ADC. ADC believes the assessment of its operations excluding these items is relevant to the assessment of internal operations and comparisons to industry performance.

ADC believes these non-GAAP measures help illustrate ADC’s baseline performance before gains, losses or certain charges that are considered by ADC management to be outside of on-going operating results. Accordingly, ADC uses these non-GAAP measures to gain a better understanding of ADC’s comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. ADC believes these non-GAAP measures, when read in conjunction with ADC’s GAAP financial statements and notes to the financial statements, provide valuable information to investors.

Items Excluded From Non-GAAP Measures. As described above, the calculation of non-GAAP net income from continuing operations excludes items in the following categories:

Amortization of Purchased Intangibles. ADC excludes amortization of intangible assets resulting from acquisitions to allow more accurate comparisons of its financial results to its historical operations, forward-looking guidance and the financial results of peer companies. ADC believes that providing a non-GAAP financial measure that excludes the amortization of acquisition-related intangible assets provides those reviewing ADC’s financial statements an enhanced understanding of historic and potential future financial results and also facilitates comparisons to the results of peer companies. Additionally, with respect to the amortization of acquisition-related intangible assets, if ADC had developed these intangible assets internally, the amortization of such intangible assets would have been expensed historically. ADC believes the assessment of its operations excluding these costs is relevant to the assessment of internal operations and comparisons to industry performance. Amortization of acquisition-related intangibles will recur in future periods.

Restructuring and Related Impairment of Long-Lived Assets. ADC excludes these items because it believes that they are not related directly to the underlying performance of ADC’s core business operations. These items are expected to recur in future periods.

Other Non-GAAP Adjustments. ADC excludes these items because it believes that they are not related directly to the underlying performance of ADC’s core business operations. These items generally are not expected to recur in future periods.

Reconciliation of the numerators and denominators non-GAAP diluted income (loss) per share from continuing operations. On both a GAAP and Non-GAAP basis, we are required to use the “if-converted” method for computing diluted earnings per share with respect to the shares reserved for issuance upon conversion of our convertible notes. Under this method, we first calculate diluted earnings per share on both a GAAP and Non-GAAP basis by dividing net income by our total diluted outstanding shares, excluding shares reserved for issuance upon conversion of our outstanding notes. We then calculate diluted earnings per share on both a GAAP and Non-GAAP basis by adding back the interest expense and the amortization of financing expenses on the convertible notes to net income and then dividing this amount by our total diluted outstanding shares, including those shares reserved for issuance upon conversion of the notes. We then select the lower of the two earnings per share calculations on both a GAAP and Non-GAAP basis to represent our GAAP and Non-GAAP diluted earnings per share.

Limitations. Each of the non-GAAP financial measures described above, and used in this consolidated non-GAAP EPS calculation and the related conference call, should not be considered in isolation from, or as a substitute for, a measure of financial performance prepared in accordance with GAAP. Further, investors are cautioned that there are inherent limitations associated with the use of each of these non-GAAP financial measures as an analytical tool. In particular, these non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in ADC’s financial results for the foreseeable future. In addition, other companies, including other companies in ADC’s industry, may calculate non-GAAP financial measures differently than ADC does, limiting their usefulness as a comparative tool. ADC attempts to compensate for these limitations by providing specific information in the reconciliation included in this consolidated non-GAAP EPS calculation regarding the GAAP amounts excluded from the non-GAAP financial measures. In addition, as noted above and as required by law, ADC evaluates the non-GAAP financial measures together with the most directly comparable GAAP financial information.

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
(In Millions, Except Per Share Amounts)

	Three Months Ended															Three Months Ended
	December 28,			March 28,			June 27,			September 26,						December 26,			March 27,
	2007			2008			2008			2008			FY08			2008			2009
NET SALES	$	331.7		$	355.3		$	392.4		$	355.9		$	1,435.3		$	303.7		$	258.1
COST OF SALES		214.6			222.3			257.5			238.4			932.8			227.0			175.0
GROSS PROFIT		117.1			133.0			134.9			117.5			502.5			76.7			83.1
GROSS MARGIN		35.3	%		37.4	%		34.4	%		33.0	%		35.0	%		25.3	%		32.2	%
OPERATING EXPENSES:
Research and development		19.2			21.4			21.4			21.7			83.7			18.5			19.0
Selling and administration		79.0			77.1			78.2			75.8			310.1			62.4			62.1
Amortization of purchased intangibles		6.0			10.0			9.0			8.5			33.5			8.4			6.9
Impairment charges		0.7			—			—			—			0.7			4.1			414.0
Restructuring charges		—			1.9			0.4			0.2			2.5			8.5			3.8
Total Operating Expenses		104.9			110.4			109.0			106.2			430.5			101.9			505.8
OPERATING INCOME		12.2			22.6			25.9			11.3			72.0			(25.2	)		(422.7	)
OTHER INCOME (EXPENSE), NET:
Interest		4.8			1.7			(0.6	)		(1.4	)		4.5			(1.6	)		(5.6	)
Other		(48.9	)		(27.9	)		(16.2	)		(11.6	)		(104.6	)		(25.6	)		(16.8	)
INCOME (LOSS) BEFORE INCOME TAXES		(31.9	)		(3.6	)		9.1			(1.7	)		(28.1	)		(52.4	)		(445.1	)
(BENEFIT) PROVISION FOR INCOME TAXES		3.4			2.0			2.3			6.2			13.9			(4.0	)		(3.0	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		(35.3	)		(5.6	)		6.8			(7.9	)		(42.0	)		(48.4	)		(442.1	)
Total Discontinued Operations		1.9			1.5			0.5			2.3			6.2			(1.3	)		(0.9	)
NET INCOME (LOSS)	$	(33.4	)	$	(4.1	)	$	7.3		$	(5.6	)	$	(35.8	)	$	(49.7	)	$	(443.0	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING — BASIC		117.6			117.7			117.7			117.4			117.6			105.5			96.6
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING — DILUTED		117.6			117.7			118.1			117.4			117.6			105.5			96.6
EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS — BASIC	$	(0.30	)	$	(0.05	)	$	0.06		$	(0.07	)	$	(0.36	)	$	(0.46	)	$	(4.58	)
EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS — DILUTED	$	(0.30	)	$	(0.05	)	$	0.06		$	(0.07	)	$	(0.36	)	$	(0.46	)	$	(4.58	)
EARNINGS (LOSS) PER SHARE FROM DISCONTINUING OPERATIONS — BASIC	$	0.02		$	0.02		$	—		$	0.02		$	0.06		$	(0.01	)	$	(0.01	)
EARNINGS (LOSS) PER SHARE FROM DISCONTINUING OPERATIONS — DILUTED	$	0.02		$	0.02		$	—		$	0.02		$	0.06		$	(0.01	)	$	(0.01	)
NET EARNINGS (LOSS) PER SHARE — BASIC	$	(0.28	)	$	(0.03	)	$	0.06		$	(0.05	)	$	(0.30	)	$	(0.47	)	$	(4.59	)
NET EARNINGS (LOSS) PER SHARE — DILUTED	$	(0.28	)	$	(0.03	)	$	0.06		$	(0.05	)	$	(0.30	)	$	(0.47	)	$	(4.59	)

	Three Months Ended
	December 29,			March 30,			June 29,			September 28,
	2006			2007			2007			2007			FY07
NET SALES	$	291.1		$	316.6		$	342.3		$	322.0		$	1,272.0
COST OF SALES		197.6			206.2			219.8			212.9			836.5
GROSS PROFIT		93.5			110.4			122.5			109.1			435.5
GROSS MARGIN		32.1	%		34.9	%		35.8	%		33.9	%		34.2	%
OPERATING EXPENSES:
Research and development		16.6			17.6			16.9			17.9			69.0
Selling and administration		61.4			65.0			62.1			62.1			250.6
Amortization of purchased intangibles		6.0			6.1			6.0			6.0			24.1
Impairment charges		0.6			0.1			0.1			1.5			2.3
Restructuring charges		13.6			—			(0.2	)		5.4			18.8
Total Operating Expenses		98.2			88.8			84.9			92.9			364.8
OPERATING INCOME		(4.7	)		21.6			37.6			16.2			70.7
OTHER INCOME (EXPENSE), NET:
Interest		4.6			3.1			4.7			5.3			17.7
Other		(5.5	)		57.4			0.3			2.3			54.5
INCOME (LOSS) BEFORE INCOME TAXES		(5.6	)		82.1			42.6			23.8			142.9
(BENEFIT) PROVISION FOR INCOME TAXES		3.7			1.3			3.0			(4.8	)		3.2
INCOME (LOSS) FROM CONTINUING OPERATIONS		(9.3	)		80.8			39.6			28.6			139.7
Total Discontinued Operations		(2.7	)		(11.3	)		(4.3	)		(5.9	)		(24.2	)
NET INCOME (LOSS)	$	(12.0	)	$	69.5		$	35.3		$	22.7		$	115.5
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING — BASIC		117.2			117.3			117.4			117.5			117.4
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING — DILUTED		117.2			131.6			131.9			117.8			131.8
EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS — BASIC	$	(0.08	)	$	0.69		$	0.34		$	0.24		$	1.19
EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS — DILUTED	$	(0.08	)	$	0.64		$	0.33		$	0.24		$	1.16
EARNINGS (LOSS) PER SHARE FROM DISCONTINUING OPERATIONS — BASIC	$	(0.02	)	$	(0.10	)	$	(0.04	)	$	(0.05	)	$	(0.21	)
EARNINGS (LOSS) PER SHARE FROM DISCONTINUING OPERATIONS — DILUTED	$	(0.02	)	$	(0.09	)	$	(0.04	)	$	(0.05	)	$	(0.18	)
NET EARNINGS (LOSS) PER SHARE — BASIC	$	(0.10	)	$	0.59		$	0.30		$	0.19		$	0.98
NET EARNINGS (LOSS) PER SHARE — DILUTED	$	(0.10	)	$	0.55		$	0.29		$	0.19		$	0.98

	Two Months Ended						Three Months Ended
	Sept 2008			Sept 2007			Oct 2008			Oct 2007
NET SALES		201.4			190.5			352.3			320.3
COST OF SALES		139.0			124.8			255.5			206.9
GROSS PROFIT		62.4			65.7			96.8			113.4
GROSS MARGIN		31.0	%		34.5	%		27.5	%		35.4	%
OPERATING EXPENSES:
Research and development		13.9			10.7			20.5			17.5
Selling and administration		49.4			39.4			70.8			76.4
Amortization of purchased intangibles		5.7			4.0			8.5			5.9
Impairment charges		—			—			4.1			0.7
Restructuring charges		0.4			1.6			8.8			1.4
Total Operating Expenses		69.4			55.7			112.7			101.9
OPERATING INCOME		(7.0	)		10.0			(15.9	)		11.5
OTHER INCOME (EXPENSE), NET:
Interest		(1.3	)		3.2			(1.1	)		5.2
Other		(2.2	)		1.8			(28.5	)		(26.8	)
INCOME (LOSS) BEFORE INCOME TAXES		(10.5	)		15.0			(45.5	)		(10.1	)
(BENEFIT) PROVISION FOR INCOME TAXES		4.3			(5.6	)		(0.1	)		(2.5	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		(14.8	)		20.6			(45.4	)		(7.6	)
Total Discontinued Operations		0.7			(0.8	)		(0.6	)		1.6
NET INCOME (LOSS)		(14.1	)		19.8			(46.0	)		(6.0	)

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED
(In millions)

	December 28,		March 28,		June 27,		September 26,		December 26,		March 27,
	2007		2008		2008		2008		2008		2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	804.5	$	781.0	$	627.0	$	601.9	$	520.9	$	444.5
Accounts receivable, net		198.1		230.2		231.0		210.8		183.6		171.7
Unbilled revenues		23.4		28.8		28.5		28.4		14.2		19.1
Inventories, net		190.4		200.0		196.1		190.2		171.8		158.5
Assets of discontinued operations		20.4		18.4		19.1		19.4		11.1		10.3
Prepaid and other current assets		76.5		37.3		32.3		48.2		35.0		35.5
Total current assets		1,313.3		1,295.7		1,134.0		1,098.9		936.6		839.6
PROPERTY AND EQUIPMENT, net		197.2		202.4		200.6		192.6		174.9		167.9
ASSETS HELD FOR SALE		0.1		0.1		0.1		—		—		—
RESTRICTED CASH		12.5		13.1		14.4		13.9		15.3		28.3
GOODWILL		372.4		353.8		354.8		353.9		359.3		—
INTANGIBLES, net		137.7		192.2		173.9		166.3		155.6		101.8
AVAILABLE-FOR-SALE SECURITIES		91.3		90.3		72.2		66.6		40.4		77.8
LONG-TERM ASSETS OF DISCONTINUED OPERATIONS		1.0		1.1		1.1		1.1		1.3		1.1
OTHER ASSETS		70.3		75.5		91.7		87.2		86.2		81.2
Total assets	$	2,195.8	$	2,224.2	$	2,042.8	$	1,980.5	$	1,769.6	$	1,297.7
LIABILITIES & SHAREOWNERS’ INVESTMENT
CURRENT LIABILITIES:
Current portion of long-term notes payable	$	217.2	$	205.2	$	3.8	$	2.6	$	1.8	$	1.0
Accounts payable		87.5		105.7		97.2		90.2		82.0		74.4
Accrued compensation and benefits		53.0		59.0		76.4		82.4		55.3		49.2
Other accrued liabilities		69.2		69.9		74.6		78.3		83.2		72.9
Income taxes payable		15.2		4.4		3.8		6.5		2.3		2.1
Liabilities of discontinued operations		16.5		14.5		12.1		10.7		7.5		6.4
Total current liabilities		458.6		458.7		267.9		270.7		232.1		206.0
PENSION OBLIGATIONS & OTHER LT OBLIGATIONS		86.8		105.6		100.8		95.7		91.6		87.5
LONG-TERM NOTES PAYABLE		651.3		651.1		650.9		650.7		650.6		650.5
Total liabilities		1,196.7		1,215.4		1,019.6		1,017.1		974.3		944.0
SHAREOWNERS’ INVESTMENT		999.1		1,008.8		1,023.2		963.4		795.3		353.7
Total liabilities and shareowners’ investment	$	2,195.8	$	2,224.2	$	2,042.8	$	1,980.5	$	1,769.6	$	1,297.7

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED
(In millions)

	December 29,		March 30,		June 29,		September 28,
	2006		2007		2007		2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	119.6	$	120.0	$	108.8	$	497.0
Accounts receivable, net		151.3		150.6		177.9		157.7
Unbilled revenues		14.8		23.2		21.7		31.6
Inventories, net		169.2		172.4		178.4		177.6
Assets of discontinued operations		33.8		15.7		18.1		19.2
Prepaid and other current assets		445.4		546.8		573.9		237.2
Total current assets		934.1		1,028.7		1,078.8		1,120.3
PROPERTY AND EQUIPMENT, net		203.4		200.8		197.7		198.3
ASSETS HELD FOR SALE		1.0		1.0		1.0		1.0
RESTRICTED CASH		11.5		12.8		12.8		12.2
GOODWILL		238.5		238.5		239.0		239.1
INTANGIBLES, net		141.2		135.8		129.9		125.0
AVAILABLE-FOR-SALE SECURITIES		9.7		8.2		5.0		3.0
LONG-TERM ASSETS OF DISCONTINUED OPERATIONS		2.0		2.9		2.3		1.3
OTHER ASSETS		52.5		54.2		51.2		64.9
Total Assets	$	1,593.9	$	1,682.9	$	1,717.7	$	1,765.1
LIABILITIES & SHAREOWNERS’ INVESTMENT
CURRENT LIABILITIES:
Current portion of long-term notes payable	$	1.6	$	1.5	$	201.5	$	200.7
Accounts payable		65.0		90.1		91.9		80.0
Accrued compensation and benefits		44.8		49.6		56.1		65.2
Other accrued liabilities		71.6		68.3		61.0		70.4
Income taxes payable		17.5		17.7		13.2		15.2
Liabilities of discontinued operations		32.8		18.6		15.3		17.8
Total current liabilities		233.3		245.8		439.0		449.3
PENSION OBLIGATIONS & OTHER LT OBLIGATIONS		79.8		82.0		82.4		89.4
LONG-TERM NOTES PAYABLE		400.3		400.4		200.5		201.2
Total liabilities		713.4		728.2		721.9		739.9
SHAREOWNERS’ INVESTMENT		880.5		954.7		995.8		1,025.2
Total liabilities and shareowners’ investment	$	1,593.9	$	1,682.9	$	1,717.7	$	1,765.1

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS — UNAUDITED
(In millions)

	Twelve Months Ended
	September 26,			September 28,
	2008			2007
Operating Activities:
Income (loss) from continuing operations	$	(42.0	)	$	139.7
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities from continuing operations:
Inventory write-offs		11.6			21.8
Write-down of cost method investments		0.0			3.9
Write-down of available-for-sale investments		103.6			0.0
Impairment		0.7			2.3
Depreciation and amortization		80.6			68.9
Non-cash stock compensation		16.7			9.0
Change in deferred income taxes		1.6			(5.1	)
Loss on sale of property and equipment		0.4			0.4
Gain on sale of investments		0.0			(57.5	)
Other, net		0.8			(11.5	)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable and unbilled revenues decrease		2.3			0.2
Inventories increase		(5.4	)		(20.4	)
Prepaid and other assets (increase)/decrease		(4.1	)		5.9
Accounts payable decrease		(17.5	)		(4.2	)
Accrued liabilities decrease		(1.1	)		(1.8	)
Pension liabilities		5.1			3.3
Total cash provided by operating activities from continuing operations		153.3			154.9
Total cash used for operating activities from discontinued operations		(0.6	)		(12.3	)
Total cash provided by operating activities		152.7			142.6
Investing Activities:
Acquisitions, net of cash acquired		(199.4	)		(1.6	)
Purchase of interest in affiliates		(5.2	)		(8.1	)
Divestitures		0.1			0.5
Property, equipment and patent additions		(40.6	)		(32.7	)
Proceeds from disposal of property and equipment		0.5			1.4
Proceeds from sale of investments		0.0			59.8
Warrant exercise		0.0			(1.8	)
(Increase)/decrease in restricted cash		(1.3	)		2.9
Purchase of available-for-sale securities		(129.3	)		(1,000.8	)
Sale of available-for-sale securities		157.2			1,196.6
Other		0.1			0.4
Total cash provided by (used for) investing activities from continuing operations		(217.9	)		216.6
Total cash provided by investing activities from discontinued operations		(0.5	)		1.2
Total cash provided by (used for) investing activities		(218.4	)		217.8
Financing Activities:
Debt issued		450.0			0.0
Payments of financing costs		(10.7	)		0.0
Debt payments		(218.9	)		0.0
Treasury stock purchase		(49.5	)		0.0
Common stock issued		0.7			4.6
Total cash provided by financing activities		171.6			4.6
Effect of Exchange Rate Changes on Cash		(1.0	)		9.9
Increase in Cash and Cash Equivalents		104.9			374.9
Cash and Cash Equivalents, beginning of period		497.0			122.1
Cash and Cash Equivalents, end of period	$	601.9		$	497.0

ADC TELECOMMUNICATIONS, INC. AND SUBSIDIARIES
SEGMENT INFORMATION and STATISTICS — UNAUDITED
(In millions)

	Three Months Ended												Three Months Ended
	December 28,			March 28,			June 27,			September 26,			December 26,			March 27,
	2007			2008			2008			2008			2008			2009
Net Sales by Segment
Global Connectivity Solutions	$	261.6		$	288.3		$	311.9		$	280.7		$	234.7		$	206.6
Network Solutions		24.0			22.4			34			30.4			27.0			16.9
Professional Services		46.1			44.6			46.5			44.8			42.0			34.6
Total Net Sales by Segment	$	331.7		$	355.3		$	392.4		$	355.9		$	303.7		$	258.1
Product Sales by Segment
Global Connectivity Solutions:
Global Copper Connectivity		31	%		30	%		32	%		30	%		32	%		31	%
Global Fiber Connectivity		28	%		33	%		31	%		29	%		27	%		32	%
Global Enterprise Connectivity		16	%		15	%		14	%		17	%		15	%		13	%
Wireline		3	%		4	%		3	%		3	%		3	%		4	%
Total Global Connectivity Solutions		79	%		81	%		79	%		79	%		77	%		80	%
Network Solutions		7	%		6	%		9	%		9	%		9	%		7	%
Professional Services		14	%		13	%		12	%		13	%		14	%		13	%
Total Product Sales by Segment		100	%		100	%		100	%		100	%		100	%		100	%
Operating Income (Loss) by Segment
Global Connectivity Solutions	$	19.3		$	38.2		$	35.7		$	21.6		$	0.4		$	5.5
Network Solutions		(3.7	)		(12.8	)		(10.5	)		(9.5	)		(15.4	)		(10.9	)
Professional Services		(2.7	)		(1.0	)		1.2			(0.6	)		2.4			0.5
Restructuring, Impairment and Other		(0.7	)		(1.8	)		(0.5	)		(0.2	)		(12.6	)		(417.8	)
Total Operating Income (Loss) by Segment	$	12.2		$	22.6		$	25.9		$	11.3		$	(25.2	)	$	(422.7	)

	Three Months Ended
	December 29,			March 30,			June 29,			September 28,
	2006			2007			2007			2007
Net Sales by Segment
Global Connectivity Solutions	$	248.7		$	270.8		$	285.2		$	266.8
Network Solutions		7.5			5.2			15.8			11.6
Professional Services		34.9			40.6			41.3			43.6
Total Net Sales by Segment	$	291.1		$	316.6		$	342.3		$	322.0
Product Sales by Segment
Global Connectivity Solutions:
Global Copper Connectivity		37	%		33	%		34	%		33	%
Global Fiber Connectivity		24	%		33	%		30	%		28	%
Global Enterprise Connectivity		18	%		16	%		16	%		17	%
Wireline		6	%		5	%		4	%		4	%
Total Global Connectivity Solutions		85	%		86	%		83	%		83	%
Network Solutions		3	%		2	%		5	%		4	%
Professional Services		12	%		13	%		12	%		14	%
Total Product Sales by Segment		100	%		100	%		100	%		100	%
Operating Income (Loss) by Segment
Global Connectivity Solutions	$	15.0		$	26.6		$	36.2		$	24.3
Network Solutions		(4.4	)		(6.1	)		(0.8	)		(4.0	)
Professional Services		(1.1	)		1.1			2.2			2.7
Restructuring, Impairment and Other		(14.2	)		0.0			0.0			(6.8	)
Total Operating Income (Loss) by Segment	$	(4.7	)	$	21.6		$	37.6		$	16.2