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):
September 23, 2009

3COM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-12867	94-2605794
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

350 Campus Drive
Marlborough, Massachusetts
01752
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (508) 323-1000

(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 (see General Instruction A.2. below):

     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))

TABLE OF CONTENTS

EX-3.1 Amended and Restated Certificate of Incorporation of 3Com Corporation

EX-99.1 Text of Press Release, dated September 24, 2009, titled "3Com Reports Results for First Quarter Fiscal Year 2010"

EX-99.2 Supplemental Financial Information - Fiscal Quarter Ended August 28, 2009

EX-99.3 H3C - Summary Financial Information Provided to Bank Lenders

ITEM 2.02 Results of Operations and Financial Condition

Financial Results.

          On September 24, 2009, 3Com Corporation, or the Company, (i) issued a press release regarding its financial results for its fiscal quarter ended August 28, 2009 and (ii) posted supplementary financial information concerning the Company to the investor relations portion of its web site, www.3Com.com. The full text of the press release is attached hereto as Exhibit 99.1. The supplementary financial material is attached hereto as Exhibit 99.2.

          The information in Item 2.02 of this Form 8-K and the exhibits attached hereto as Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Non-GAAP Financial Measures.

          In evaluating the Company’s performance, management uses certain non-GAAP financial measures to supplement consolidated financial statements prepared under generally accepted accounting principles in the United States, or GAAP.

          More specifically, the Company uses one or more of the following non-GAAP financial measures: non-GAAP gross profit/loss (and margin), non-GAAP operating profit/loss (and margin), non-GAAP net income/loss (and margin), non-GAAP net income/loss per share, non-GAAP research and development, sales and marketing and general and administrative expenses and non-GAAP operating profit/loss before taxes. We also disclose non-GAAP gross margin and non-GAAP operating profit and margin measures for our Networking and TippingPoint businesses. These measures are adjusted to exclude some or all of the items discussed below. Management believes these supplemental measures contribute to management’s ability, and the ability of the investor and financial analyst community, to compare our businesses to those of our competitors who report similar metrics.

          It should be noted that the non-GAAP operating profit measure used as a metric in several components of our executive compensation is defined to exclude the following charges and benefits: restructuring, amortization, stock-based compensation expense and special items that the Compensation Committee believes are unusual and outside of the Company’s on-going operations. Such measure may be different than our publicly reported non-GAAP operating profit measure discussed in this Form 8-K because the Compensation Committee independently considers the appropriateness of excluding various items for the purposes of measuring executive compensation.

          Discussion. The Company uses these measures in its public statements. Management believes these non-GAAP measures help indicate the Company’s baseline performance before gains, losses or charges that are considered by management to be outside on-going operating results. Accordingly, management uses these non-GAAP measures to gain a better understanding of the Company’s comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Management believes these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

• the ability to make more meaningful period-to-period comparisons of the Company’s on-going operating results;

• the ability to better identify trends in the Company’s underlying business and perform related trend analysis;

• a higher degree of transparency for certain expenses (particularly when a specific charge impacts multiple line items);

• a better understanding of how management plans and measures the Company’s underlying business; and

• an easier way to compare the Company’s most recent results of operations against investor and analyst financial models.

          In order to provide meaningful comparisons, the Company believes that it needs to adjust for gains as well as charges that are outside the core operations. Accordingly, certain gains may be excluded.

          The non-GAAP measures used by the Company are defined to exclude one or more of the following items:

          Restructuring

          Management believes the costs related to restructuring activities are not indicative of the Company’s normal operating costs. The restructuring charge consists primarily of severance expense and facility closure costs.

          Amortization of Intangibles

          Management believes that the expense associated with the amortization of acquisition-related intangible assets is appropriate to be excluded because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses. Also, amortization is a non-cash charge for the periods presented.

          Stock-based Compensation

          Stock-based compensation expenses are non-cash charges that relate to restricted stock amortization, as well as additional stock-based compensation expense that represents the fair value of stock-based compensation required pursuant to FAS 123 (R). The FAS 123 (R)-related expense is excluded because management believes as a non-cash charge it is not a meaningful indicator of core operating business results. Management manages the business primarily without regard to these non-cash expenses. In addition, because the calculation of these expenses is dependent on factors such as forfeiture rate, volatility of the Company’s stock and a risk-free interest rate, all of which are subject to fluctuation, these charges are expected to be variable over time, and therefore may not provide a meaningful comparison of core operating results among periods. It is useful to note that these factors are generally outside the Company’s control.

          Benefit from Realtek Patent Resolution and Gain on Sale of Related Patents

          We recorded a benefit in the form of an offset to operating expenses for the payments we received in connection with a patent dispute resolution with Realtek. We subsequently sold most of the underlying patents and recorded a gain in connection with such sale. These are non-recurring items, and not part of our ordinary course business operations. Accordingly, management determined to adjust our results to exclude these items. Management does not measure our performance with these items included.

          Recovery of Uninsured Losses for Hemel Land

          We recovered monies for certain uninsured losses in connection with our Hemel, UK property which was destroyed by an oil depot explosion. As management views this item to be outside the ordinary course of business and not operational, it determined to exclude this item. This was a one-time unusual event. We do not own any other real property.

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          Per Share Metrics. The Company believes that it is important to provide per share metrics, in addition to absolute dollar measures, when describing its business, including when presenting non-GAAP measures. To the extent 3Com is in an “income position” on a non-GAAP basis, we use our “diluted” shares (as opposed to our “basic” shares) in order to calculate the non-GAAP per share measures.

          Forward-Looking Measures. For the Company’s forward-looking non-GAAP measures, the Company is unable to provide a quantitative reconciliation because the information is not available without unreasonable effort.

          General. These non-GAAP measures have limitations because they do not include all items of income and expense that impact the Company’s operations. Management compensates for these limitations by also considering the Company’s GAAP results. The non-GAAP financial measures the Company uses are not prepared in accordance with, and should not be considered an alternative to, measurements required by GAAP, such as operating income, net income and income per share, and should not be considered measures of the Company’s liquidity. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. In addition, these non-GAAP financial measures may not be comparable to similar measures reported by other companies.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

          On September 23, 2009, at the Company’s 2009 annual meeting of stockholders, the stockholders of the Company approved an amendment and restatement of the Company’s certificate of incorporation to de-classify the Company’s Board of Directors and ensure consistency with the Company’s bylaws. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 23, 2009 and became effective as of that date.

          The Amended and Restated Certificate of Incorporation provides that each director will be elected for a term of office that will expire at the next annual meeting of stockholders following his or her election. Accordingly, at the 2009 annual meeting, stockholders elected the directors up for election at the meeting for a one-year term. The Company’s entire Board of Directors will be up for election for a one-year term at the 2010 annual meeting and each subsequent annual meeting. The Company’s prior certificate of incorporation divided the Board of Directors into two classes with directors elected for two-year terms. Class I directors were up for election in a particular year and Class II directors were up for election in the following year.

          In addition, certain sections of the Amended and Restated Certificate of Incorporation have been amended to ensure consistency with the Company’s bylaws.

          The foregoing description of changes set forth in the Company’s Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the complete text of the Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1.

ITEM 7.01 Regulation FD Disclosure

          As required by its senior secured credit facility the Company made available to its senior secured bank lenders certain summary financial information concerning H3C. This financial data is attached hereto as Exhibit 99.3 and is hereby incorporated by reference into this Item 7.01.

          The information in Item 7.01 of this Form 8-K and the exhibit attached hereto as Exhibit 99.3 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

               (d) Exhibits

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of 3Com Corporation
99.1	Text of Press Release, dated September 24, 2009, titled “3Com Reports Results for First Quarter Fiscal Year 2010”
99.2	Supplemental Financial Information – Fiscal Quarter Ended August 28, 2009
99.3	H3C - Summary Financial Information Provided to Bank Lenders

SIGNATURE

          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.

	3COM CORPORATION
Date: September 24, 2009	By:	/s/ Jay Zager
		Jay Zager
		Executive Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of 3Com Corporation
99.1	Text of Press Release, dated September 24, 2009, titled “3Com Reports Results for First Quarter Fiscal Year 2010”
99.2	Supplemental Financial Information – Fiscal Quarter Ended August 28, 2009
99.3	H3C - Summary Financial Information Provided to Bank Lenders

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

3COM CORPORATION

A DELAWARE CORPORATION

     3Com Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

     The present name of the corporation is 3Com Corporation and the name under which it was originally incorporated was 3Com (Delaware) Corporation. The original Certificate of Incorporation was filed with the Secretary of State on March 10, 1997.

     This Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Certificate of Incorporation, as amended, of 3Com Corporation and has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

     The text of the Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as herein set forth:

     FIRST: The name of the corporation is 3Com Corporation (the “Corporation”).

     SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

     FOURTH:

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is One Billion Shares (1,000,000,000) consisting of:

1.	Nine Hundred Ninety Million (990,000,000) shares of Common Stock, par value one cent ($.01) per share (the “Common Stock”); and
2.	Ten Million (10,000,000) shares of Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”), of which Nine Hundred and Ninety Thousand (990,000) shares have been designated Series A Participating Preferred Stock (“Series A Participating Preferred Stock”).

B.

The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Delaware, from time to time to determine the designation of any series, to fix the number of shares of any series, to determine or alter the rights, preferences, privileges and powers granted to any wholly unissued series of Preferred Stock and any qualifications, limitations or restrictions imposed thereon, and, within the limits of restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

C.

Common Stock.

            1. Dividends. Subject to the prior rights of holders of all classes or series of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

            2. Liquidation. Subject to the prior rights of holders of all classes or series of stock at the time outstanding having prior rights as to liquidation, upon the liquidation, dissolution or winding up of the corporation, the assets of the Corporation shall be distributed to the holders of the Common Stock.

            3. Redemption. The Common Stock is not redeemable.

            4. Voting. The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote upon all matters to be voted upon by stockholders generally and as a class to the extent required by law.

D. Series A Participating Preferred Stock.

            The following preferences, powers, privileges, rights, qualifications, limitations and restrictions in respect of the Series A Participating Preferred Stock were fixed in a Certificate of Designation filed with the Secretary of State of the State of Delaware on August 27, 2001 and the Board of Directors adopted the following resolution on March 8, 2001:

      Pursuant to the authority conferred upon the Board of Directors by the Restated Certificate of Incorporation, the Board of Directors does hereby provide for the issue of a series of Preferred Stock of the Corporation and does hereby fix and herein state and express the designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions of such series of Preferred Stock as follows:

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          1. Designation and Amount. The shares of such series shall be designated as “Series A Participating Preferred Stock.” The Series A Participating Preferred shall have a par value of $0.01 per share, and the number of shares constituting such series shall be 990,000.

          2. Proportional Adjustment. In the event that the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

          3. Dividends and Distributions.

(a)	Subject to the prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of February, May, August and November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Dated, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock.
(b)	The Corporation shall declare a dividend or distribution on the Series A Participating Preferred Stock as provided in subparagraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).
(c)	Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from

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such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

          4. Voting Rights. The holders of shares of Series A Participating Preferred Stock shall have the following voting rights:

(a)	Each share of Series A Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation.
(b)	Except as otherwise provided herein or by law, the holders of shares of Series A Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.
(c)	Except as required by law, the holders of Series A Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent that they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

          5. Certain Restrictions.

(a)

The Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock unless concurrently therewith it shall declare a dividend on the Series A Participating Preferred Stock as required by subsection D(3) of this Article FOURTH.

(b)

Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock as provided in subsection D(3) of this Article FOURTH are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i) Declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation,

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	dissolution or winding up) to the Series A Participating Preferred Stock;
(ii)	Declare or pay dividends on, or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii)	Redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock;
(iv)	purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(c) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (a) of subsection D(5) of this Article FOURTH, purchase or otherwise acquire such shares at such time and in such manner.

          6. Reacquired Shares. Any shares of Series A Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein and in the Amended and Restated Certificate of Incorporation, as then amended.

          7. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Participating Preferred Stock shall

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be entitled to receive an aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends on such shares of Series A Participating Preferred Stock.

          8. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

          9. No Redemption. The shares of Series A Participating Preferred Stock shall not be redeemable.

          10. Ranking. The Series A Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

          11. Amendment. The Amended and Restated Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding shares of Series A Participating Preferred Stock, voting separately as a series.

          12. Fractional Shares. Series A Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Participating Preferred Stock.

     FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.	The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
B.	The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
C.	Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

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D. Special meetings of stockholders of the Corporation may be called only by either the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer.

     SIXTH:

A.	The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). Each director shall be elected for a term of office that shall expire at the next annual meeting of stockholders following his or her election, and each director shall remain in office until the election and qualification of his or her successor or until his or her earlier death, resignation or removal.
B.	Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until their respective successors are elected.
C.	Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directors, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

     SEVENTH: The Board of Directors is expressly empowered to adopt, amend, alter or repeal Bylaws of the Corporation. The stockholders shall also have power to adopt, amend, alter or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the stockholders shall require, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3 %) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

     EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

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If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

Any repeal or modification of the foregoing provisions of this Article EIGHTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     NINTH: The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; PROVIDED, HOWEVER, that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Amended and Restated Certificate of Incorporation, affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article NINTH, Article FIFTH, Article SIXTH, Article SEVENTH or Article EIGHTH.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer this 23^rd day of September, 2009.

3Com Corporation
By:	/s/ Neal D. Goldman
	Name:	Neal D. Goldman
	Title:	Secretary

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information contact:

Investor Relations	Media Relations
Gene Skayne	Beth Cossette
508.323.1080	781.782.5715
gene_skayne@3com.com	beth_cossette@lpp.com

3Com Reports Results for First Quarter Fiscal Year 2010

MARLBOROUGH, MASS.—September 24, 2009—3Com Corporation (Nasdaq: COMS) today reported financial results for its fiscal 2010 first quarter, which ended August 28, 2009. Revenue in the quarter was $290.5 million, compared to revenue of $342.7 million in the corresponding period in fiscal 2009, a 15.2 percent decrease.

     Net income in the quarter was $7.5 million, or $0.02 per diluted share, compared with net income of $79.8 million, or $0.20 per diluted share, in the first quarter of fiscal year 2009. Fiscal year 2009 first quarter results included a $70.0 million favorable patent dispute resolution, representing a benefit of $0.17 per diluted share. On a non-GAAP basis, net income for the first quarter of fiscal year 2010 was $30.6 million, or $0.08 per diluted share, compared with net income of $43.4 million, or $0.11 per diluted share, for the first quarter of fiscal year 2009.

     3Com generated $16.9 million in cash from operations in the quarter. 3Com’s cash and equivalents and short term investments balance at August 28, 2009 was $665.8 million.

     “We are pleased with 3Com’s start to our new fiscal year,” said Bob Mao, 3Com’s Chief Executive Officer. “We had a very good quarter, delivering solid revenue performance, improving gross margin over the prior year, and continuing to generate cash from operations.”

- more -

     Management will host a conference call and Webcast at 8:30 a.m. EDT, Thursday, September 24, 2009, to discuss the company’s financial results and business outlook. To participate on the call, U.S. and international parties may dial (913) 312-1453. Alternatively, interested parties may listen to the live broadcast of the call over the Internet at 3Com’s Investor Relations Web site (www.3com.com/investor) in the Earnings Webcast section.

3Com Reports Results for First Quarter Fiscal 2010, p. 2

     For those unable to participate on the live call, a replay will be available starting at 12:30 p.m. EDT on September 24, 2009 by dialing (719) 457-0820 or (888) 203-1112, Confirmation Code: 4218350. A replay will also be available over the Internet at 3Com’s Investor Relations Web site (www.3com.com/investor) in the Earnings Webcast section. The replay will be available for approximately three weeks after posting.

     Additional financial information is available on the Investor Relations section of our Web site.

Safe Harbor

This news release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including forward-looking statements regarding our business objectives and goals. These statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including, without limitation, risks relating to: our ability to grow profitably, expand outside of China, maintain and expand in China, improve expense controls while making investments to grow and other risks detailed in the Company’s filings with the SEC, including those discussed in the Company’s annual report filed with the SEC on Form 10-K for the fiscal year ended May 29, 2009.

3Com Corporation does not intend, and disclaims any obligation, to update any forward-looking information contained in this release or with respect to the announcements described herein.

The non-GAAP measures used by the Company exclude restructuring, amortization, stock-based compensation expense and, if applicable in the relevant period, unusual items, such as those items detailed in the tables attached to this press release. The required reconciliations and other disclosures for all non-GAAP measures used by the Company are set forth later in this press release, in the Current Report on Form 8-K furnished to the SEC on the date hereof and/or in the investor relations section of our Web site, www.3com.com.

References to the financial information included in this news release reflect rounded numbers and should be considered approximate values.

About 3Com Corporation

3Com Corporation is a $1.3 billion global enterprise networking solutions provider that sets a new price/performance standard for customers. 3Com has three global brands—H3C, 3Com, and TippingPoint—that offer high-performance networking and security solutions to enterprises large and small. The H3C enterprise networking portfolio—a market leader in China—includes products that span from the data center to the edge of the network, while TippingPoint network-based intrusion prevention systems and network access control solutions deliver in-depth, no-compromise application, infrastructure and performance protection.

Copyright^© 2009 3Com Corporation. 3Com, the 3Com logo, H3C and TippingPoint are registered trademarks of 3Com Corporation or its wholly owned subsidiaries in various countries around the world. All other company and product names may be trademarks of their respective holders.

3Com Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
TABLE A

	Three Months Ended
	August 28,			August 29,
	2009			2008
Sales	$	290,502		$	342,650
Cost of sales		123,931			153,023
Gross profit		166,571			189,627
Operating expenses (income):
Sales and marketing		84,788			87,482
Research and development		38,968			47,147
General and administrative		21,370			24,454
Amortization of intangibles		17,071			25,164
Patent dispute resolution		—			(70,000	)
Restructuring charges		1,133			1,997
Operating expenses, net		163,330			116,244
Operating income		3,241			73,383
Interest expense, net		(1,088	)		(1,251	)
Other income, net		11,547			12,871
Income from operations before income taxes		13,700			85,003
Income tax provision		(6,239	)		(5,166	)
Net income	$	7,461		$	79,837
Basic and diluted income per share	$	0.02		$	0.20
Shares used in computing basic per share amounts		389,774			402,889
Shares used in computing diluted per share amounts		396,266			404,072

3Com Corporation
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
TABLE B

	August 28,		May 29,
	2009		2009
ASSETS
Current assets:
Cash and equivalents	$	625,908	$	545,818
Short term investments		39,915		98,357
Notes receivable		46,926		40,590
Accounts receivable, net		101,536		112,771
Inventories, net		86,232		90,395
Other current assets		47,229		56,982
Total current assets		947,746		944,913
Property & equipment, net		38,228		40,012
Goodwill		609,297		609,297
Intangibles, net		181,578		198,624
Deposits and other assets		24,860		22,511
Total assets	$	1,801,709	$	1,815,357
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	67,928	$	68,350
Current portion of long-term debt		88,000		48,000
Accrued liabilities and other		360,369		394,103
Total current liabilities		516,297		510,453
Deferred taxes and long-term obligations		41,328		40,729
Long-term debt		112,000		152,000
Stockholders’ equity		1,132,084		1,112,175
Total liabilities and stockholders’ equity	$	1,801,709	$	1,815,357

3Com Corporation
Reconciliation of Non-GAAP Financial Measures
(in thousands, except margin and per-share data)
(unaudited)
TABLE C

	Three Months Ended
	August 28,		August 29,
	2009		2008
GAAP net income	$	7,461	$	79,837
Restructuring		1,133		1,997
Amortization of intangibles		17,071		25,164
Patent dispute resolution [a]		—		(70,000	)
Stock-based compensation expense [b]		4,885		6,442
Non-GAAP net income	$	30,550	$	43,440
GAAP net income per share	$	0.02	$	0.20
Restructuring		0.00		0.00
Amortization of intangibles		0.04		0.06
Patent dispute resolution [a]		—		(0.17	)
Stock-based compensation expense [b]		0.02		0.02
Non-GAAP net income per share, diluted	$	0.08	$	0.11
Shares used in computing diluted per share amounts		396,266		404,072

[a]	Resolution of Realtek patent dispute.
[b]	Stock-based compensation expense is included in the following cost and expense categories by period:

	Three Months Ended
	August 28,		August 29,
	2009		2008
Cost of sales		540		758
Sales and marketing		1,590		1,758
Research and development		476		884
General and administrative		2,279		3,042

EX-99.2

Exhibit 99.2

3Com Corporation
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
TABLE A

	Three Months Ended
	August 28,			May 29,			August 29,
	2009			2009			2008
Sales	$	290,502		$	295,059		$	342,650
Cost of sales		123,931			118,843			153,023
Gross profit		166,571			176,216			189,627
Operating expenses (income):
Sales and marketing		84,788			80,558			87,482
Research and development		38,968			43,949			47,147
General and administrative		21,370			22,501			24,454
Amortization of intangibles		17,071			21,683			25,164
Patent dispute resolution and patent sales		—			(15,200	)		(70,000	)
Restructuring charges		1,133			1,318			1,997
Operating expenses, net		163,330			154,809			116,244
Operating income		3,241			21,407			73,383
Interest expense, net		(1,088	)		(432	)		(1,251	)
Other income, net		11,547			6,902			12,871
Income before income taxes		13,700			27,877			85,003
Income tax provision		(6,239	)		(7,726	)		(5,166	)
Net income	$	7,461		$	20,151		$	79,837
Basic and diluted income per share	$	0.02		$	0.05		$	0.20
Shares used in computing basic per share amounts		389,774			386,763			402,889
Shares used in computing diluted per share amounts		396,266			391,135			404,072

3Com Corporation
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
TABLE B

	August 28,		May 29,
	2009		2009
ASSETS
Current assets:
Cash and equivalents	$	625,908	$	545,818
Short term investments		39,915		98,357
Notes receivable		46,926		40,590
Accounts receivable, net		101,536		112,771
Inventories, net		86,232		90,395
Other current assets		47,229		56,982
Total current assets		947,746		944,913
Property & equipment, net		38,228		40,012
Goodwill		609,297		609,297
Intangibles, net		181,578		198,624
Deposits and other assets		24,860		22,511
Total assets	$	1,801,709	$	1,815,357
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	67,928	$	68,350
Current portion of long-term debt		88,000		48,000
Accrued liabilities and other		360,369		394,103
Total current liabilities		516,297		510,453
Deferred taxes and long-term obligations		41,328		40,729
Long-term debt		112,000		152,000
Stockholders’ equity		1,132,084		1,112,175
Total liabilities and stockholders’ equity	$	1,801,709	$	1,815,357

Additional Financial Data
(in thousands)
(unaudited)
TABLE C

Sales by Geography (a)

	Three Months Ended
	August 28,		May 29,		August 29,
	2009		2009		2008
China	$	146,362	$	157,971	$	167,527
Europe, Middle East and Africa		49,050		50,556		69,377
North America		51,669		47,892		52,031
Asia Pacific Rim (ex-China)		25,246		20,832		30,109
Latin and South America		18,175		17,808		23,606
Total Sales	$	290,502	$	295,059	$	342,650

(a) All non-OEM sales are reported in geographic categories based on the location of the end customer. Sales to OEM customers are included in the geographic categories are based upon the hub locations of OEM partners.

Sales by Product Category

	Three Months Ended
	August 28,		May 29,		August 29,
	2009		2009		2008
Switches	$	168,081	$	169,535	$	223,332
Routers		27,130		30,902		30,844
Other networking equipment		42,395		42,058		41,117
Security (b)		41,052		41,259		36,339
Services		11,844		11,305		11,018
Total Sales	$	290,502	$	295,059	$	342,650

(b) Security products include sales of TippingPoint offerings along with Networking business security offerings.

3Com Corporation
Reconciliation of Non-GAAP Financial Measures
(in thousands, except margin and per-share data)
(unaudited)
TABLE D

	Three Months Ended
	August 28,			May 29,			August 29,
	2009			2009			2008
GAAP gross profit	$	166,571		$	176,216		$	189,627
Stock-based compensation expense [b]		540			1,112			758
Non-GAAP gross profit	$	167,111		$	177,328		$	190,385
GAAP gross margin		57.3	%		59.7	%		55.3	%
Stock-based compensation expense [b]		0.2	%		0.4	%		0.3	%
Non-GAAP gross margin		57.5	%		60.1	%		55.6	%
Networking business GAAP gross margin		55.2	%		58.1	%		53.9	%
Stock-based compensation expense [b]		0.2	%		0.4	%		0.2	%
Networking business Non-GAAP gross margin		55.4	%		58.5	%		54.1	%
TippingPoint GAAP gross margin		72.2	%		69.9	%		69.2	%
Stock-based compensation expense [b]		0.2	%		0.2	%		0.2	%
TippingPoint Non-GAAP gross margin		72.4	%		70.1	%		69.4	%
GAAP operating income	$	3,241		$	21,407		$	73,383
Restructuring		1,133			1,318			1,997
Amortization of intangible assets		17,071			21,683			25,164
Patent dispute resolution and patent sale [a]		—			(15,200	)		(70,000	)
Stock-based compensation expense [b]		4,885			11,893			6,442
Hemel land settlement [c]		—			(2,600	)		—
Non-GAAP operating income	$	26,330		$	38,501		$	36,986
Networking business GAAP operating income	$	2,335		$	23,739		$	77,322
Restructuring		435			1,300			1,965
Amortization of intangible assets		14,391			19,004			22,485
Patent dispute resolution and patent sale [a]		—			(15,200	)		(70,000	)
Stock-based compensation expense [b]		4,144			10,563			4,917
Hemel land settlement [c]		—			(2,600	)		—
Networking business Non-GAAP operating income	$	21,305		$	36,806		$	36,689
TippingPoint GAAP operating income	$	906		$	(2,332	)	$	(3,939	)
Restructuring		698			18			32
Amortization of intangible assets		2,680			2,679			2,679
Stock-based compensation expense [b]		741			1,330			1,525
TippingPoint Non-GAAP operating income	$	5,025		$	1,695		$	297
TippingPoint GAAP operating income as a percentage of TippingPoint revenue		2.8	%		-7.2	%		-14.0	%
Restructuring		2.1	%		0.1	%		0.1	%
Amortization of intangible assets		8.2	%		8.2	%		9.5	%
Stock-based compensation expense [b]		2.3	%		4.1	%		5.5	%
TippingPoint Non-GAAP operating income as a percentage of TippingPoint revenue		15.4	%		5.2	%		1.1	%
GAAP income before income taxes	$	13,700		$	27,877		$	85,003
Restructuring		1,133			1,318			1,997
Amortization of intangibles		17,071			21,683			25,164
Patent dispute resolution and patent sale [a]		—			(15,200	)		(70,000	)
Stock-based compensation expense [b]		4,885			11,893			6,442
Hemel land settlement [c]		—			(2,600	)		—
Non-GAAP income before income taxes	$	36,789		$	44,971		$	48,606
GAAP net income	$	7,461		$	20,151		$	79,837
Restructuring		1,133			1,318			1,997
Amortization of intangibles		17,071			21,683			25,164
Patent dispute resolution and patent sale [a]		—			(15,200	)		(70,000	)
Stock-based compensation expense [b]		4,885			11,893			6,442
Hemel land settlement [c]		—			(2,600	)		—
Non-GAAP net income	$	30,550		$	37,245		$	43,440
GAAP net income per share	$	0.02		$	0.05		$	0.20
Restructuring		0.00			0.00			0.00
Amortization of intangibles		0.04			0.06			0.06
Patent dispute resolution and patent sale [a]		—			(0.04	)		(0.17	)
Stock-based compensation expense [b]		0.02			0.04			0.02
Hemel land settlement [c]		—			(0.01	)		—
Non-GAAP net income per share, diluted	$	0.08		$	0.10		$	0.11
Shares used in computing diluted per share amounts		396,266			391,135			404,072
GAAP sales and marketing expenses	$	84,788		$	80,558		$	87,482
Stock-based compensation expense [b]		(1,590	)		(3,645	)		(1,758	)
Non-GAAP sales and marketing expenses	$	83,198		$	76,913		$	85,724
GAAP research and development expenses	$	38,968		$	43,949		$	47,147
Stock-based compensation expense [b]		(476	)		(1,394	)		(884	)
Non-GAAP research and development expenses	$	38,492		$	42,555		$	46,263
GAAP general and administrative expenses	$	21,370		$	22,501		$	24,454
Stock-based compensation expense [b]		(2,279	)		(5,742	)		(3,042	)
Hemel land settlement [c]		—			2,600			—
Non-GAAP general and administrative expense	$	19,091		$	19,359		$	21,412

[a]	Resolution of Realtek patent dispute, and patent sale.
[b]	Stock-based compensation expense is included in the following cost and expense categories by period:

	Three Months Ended
	August 28,		May 29,		August 29,
	2009		2009		2008
Cost of sales		540		1,112		758
Sales and marketing		1,590		3,645		1,758
Research and development		476		1,394		884
General and administrative		2,279		5,742		3,042

[c] Proceeds from Hemel land settlement for recovery of uninsured losses.

3Com Corporation
Segment Reporting
(in thousands)
(unaudited)
TABLE E

	Three Months Ended August 28, 2009
							TippingPoint
							Security Business
	Networking Business [a]						[b]
	China-Based				Central				Eliminations /
	Business		Rest of World		Functions		TippingPoint		Other			Total
Sales	$	152,013	$	107,202	$	—	$	32,596	$	(1,309	)[c]	$	290,502
Standard margin		104,900		62,995		—		27,772		(540	)[d]		195,127
Direct sales and marketing expenses		35,039		23,327		—		11,028		1,590	[d]		70,984
Segment contribution profit (loss)		69,861		39,668		—		16,744		(2,130	)		124,143
Research and development expenses		—		—		32,177		6,315		476	[d]		38,968
Segment income		—		—		—		10,429		—
Other operating expenses						56,047		5,404		20,483	[e]		81,934
Operating income												$	3,241

	Three Months Ended August 29, 2008
							TippingPoint
							Security Business
	Networking Business [a]						[b]
	China-Based				Central				Eliminations /
	Business		Rest of World		Functions		TippingPoint		Other			Total
Sales	$	175,397	$	140,314	$	—	$	28,199	$	(1,260	)[c]	$	342,650
Standard margin		115,527		82,253		—		23,396		(758	)[d]		220,418
Direct sales and marketing expenses		33,600		28,152		—		10,073		1,758	[d]		73,583
Segment contribution profit (loss)		81,927		54,101		—		13,323		(2,516	)		146,835
Research and development expenses		—		—		39,317		6,946		884	[d]		47,147
Segment income		—		—		—		6,377		—
Other operating expenses						60,022		6,080		(39,797	)[e]		26,305
Operating income												$	73,383

[a]	Our networking Business consists of two regionally based reporting segments: China-Based Business and Rest of World. We measure profitability in these segments at a segment contribution profit level. Segment contribution profit is defined as standard margin less segment direct sales and marketing expenses. Standard margin for these regions is defined as sales less standard costs of sales, such as product costs. Central function costs include other cost of sales and centralized operating expenses such as supply chain, research and development, indirect sales and marketing support and general and administrative costs that are not allocated to the China-Based Business and Rest of World reporting segments.
[b]	Our TippingPoint Security business segment’s profitability is measured on segment income. This measure includes standard margin less direct sales and marketing expenses and research and development expenses.
[c]	Eliminations for inter-company sales during the respective periods between our networking business segments, on one hand, and our TippingPoint segment on the other hand.
[d]	Includes stock-based compensation.
[e]	Includes: stock-based compensation, amortization, and restructuring in all periods and patent dispute resolution proceeds where applicable.

3Com Corporation
Consolidated Statement of Cash Flows
(In thousands)
(unaudited)
Table F

	Three Months Ended
	August 28,			August 29,
	2009			2008
Cash flows from operating activities:
Net income	$	7,461		$	79,837
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		21,657			33,131
Loss on property and equipment disposals		38			13
Stock-based compensation expense		4,885			6,442
Deferred income taxes		(1,522	)		(3,377	)
Change in assets and liabilities:
Accounts and notes receivable		4,948			(50,684	)
Inventories		4,633			(18,566	)
Other assets		7,175			(1,483	)
Accounts payable		(85	)		6,941
Other liabilities		(32,327	)		(12,940	)
Net cash provided by operating activities		16,863			39,314
Cash flows from investing activities:
Proceeds from maturities and sales of investments		58,699			—
Purchase of property and equipment		(2,970	)		(7,598	)
Proceeds from sale of property and equipment		8			68
Net cash provided by (used in) investing activities		55,737			(7,530	)
Cash flows from financing activities:
Issuances of common stock		7,631			286
Repurchases of common stock		(1,216	)		(543	)
Net cash provided by (used in) financing activities		6,415			(257	)
Effects of exchange rate changes on cash and equivalents		1,075			6,257
Net change in cash and equivalents during period		80,090			37,784
Cash and equivalents, beginning of period		545,818			503,644
Cash and equivalents, end of period	$	625,908		$	541,428

EX-99.3

EXHIBIT 99.3

H3C Summary Financial Information Provided to Bank Lenders
H3C Holdings Limited
For the Fiscal Quarters Ended June 30, 2009 and 2008
(Unaudited; amounts in thousands except percentages)

     Unit: US$K for Amounts

	Items	6/30/2009			6/30/2008
(1)	Sales	$	183,750		$	218,188
(2)	Gross profit	$	111,907		$	129,939
(3)	Gross profit as a percent of sales		60.9	%		59.6	%
(4)	Consolidated Adjusted EBITDA (a)	$	58,281		$	76,542
(5)	Consolidated Adjusted EBITDA as a percent of sales		31.7	%		35.1	%
(6)	Taxes	$	7,040		$	3,568
(7)	Deferred income tax	$	4,185		$	(899	)
(8)	Consolidated Net Income (a)	$	31,715		$	41,989
(9)	Net Income based on GAAP	$	31,715		$	41,989
(10)	Cash, Cash equivalents and short term investments	$	552,448		$	443,245
(11)	Net property, plant and equipment	$	10,883		$	19,993
(12)	Consolidated Working Capital (a)	$	(1,416	)	$	32,381
(13)	Consolidated Capital Expenditures (a)	$	1,018		$	2,767
(14)	Consolidated Capital Expenditures as a percent of sales		0.6	%		1.3	%
(15)	Increase in Consolidated Working Capital	$	(21,617	)	$	82,517
(16)	The result of Consolidated Adjusted EBITDA less Consolidated Working Capital	$	59,697		$	44,161

(a) These are Non-GAAP financial measures. Where the measure differs from its most comparable GAAP measure, a reconciliation to the most comparable GAAP measure has been provided on the next page.

Reconciliation of Consolidated Adjusted EBITDA to Net Income based on GAAP:

	6/30/2009		6/30/2008
Net Income based on GAAP	$	31,715	$	41,989
Add:
Consolidated Interest Expense	$	2,075	$	3,851
Provisions for taxes based on income	$	7,040	$	3,568
Total depreciation expense	$	2,426	$	3,974
Total amortization expense	$	15,025	$	23,103
Other non-cash items reducing Net Income	$	0	$	57
Consolidated Adjusted EBITDA	$	58,281	$	76,542

Reconciliation of Consolidated Working Capital to Working Capital based on GAAP:

	6/30/2009			6/30/2008
Working Capital based on GAAP	$	416,191		$	339,526
Less: Cash & Cash equivalents	$	(465,607	)	$	(355,145	)
Add: Current portion of Long Term Debt	$	48,000		$	48,000
Consolidated Working Capital	$	(1,416	)	$	32,381

Defined terms have the definitions ascribed to such terms in the Company’s senior secured credit agreement.