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):
March 20, 2007

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

	ITEM 2.02 Results of Operations and Financial Condition
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	ITEM 8.01 Other Events
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Ex-99.1 Text of Press Release, dated March 22, 2007

ITEM 2.02 Results of Operations and Financial Condition

Financial Results.

          On March 22, 2007, 3Com Corporation (the “Company”) issued a press release regarding its financial results for its fiscal quarter ended March 2, 2007. The full text of the press release is attached hereto as Exhibit 99.1.

          The information in Item 2.02 of this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

          The attached press release and the related conference call contain 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 (“GAAP”).

          Non-GAAP Operating Income or Loss Measure. The Company uses a non-GAAP operating income or loss measure in its public statements. Management believes this non-GAAP measure helps 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 this non-GAAP measure 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 this non-GAAP measure, when read in conjunction with the Company’s GAAP financials, provides 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.

          The non-GAAP operating loss or income measure used by the Company is defined to exclude the following charges and benefits: restructuring, amortization, in-process research and development, stock-based compensation expense and special items that management believes are unusual and outside of the Company’s on-going operations, such as, for some of the periods presented in the press release, executive transition and impairment. 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. Management also 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. In addition, the Company has non-recurring in-process research and development expenses which are non-cash and related to acquisitions as opposed to the Company’s core operations. Further, stock-based compensation expenses are non-cash charges that relate to restricted stock amortization and stock-based compensation costs associated with acquisitions, as well as additional stock-based compensation expense that represents the fair value of stock-based compensation required pursuant to FAS 123 (R). The expense related to acquisitions is not part of the Company’s normal operating costs and is non-cash. The FAS 123 (R)- related expense is excluded because management believes as a non-cash charge it does not provide a meaningful

indicator of the 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. Executive transition costs and impairment charges are excluded because these activities generally do not occur to a material extent each quarter and therefore may not allow a meaningful comparison period-to-period of on-going operations. Executive transition expenses relate to the severance costs for the Company’s outgoing CEO and the hiring of its new CEO. Similar costs have not occurred for CEO transition for over five years. The impairment charge, which relates to the write-off of a software license for which no alternative use is available, is a non-recurring expense and is non-cash for the relevant period.

          Other Non-GAAP Consolidated Measures. The Company is required by GAAP to disclose, in its SEC filings, pro forma consolidated revenue, net loss and net loss per share measures as if its China joint venture, known as H3C, had been consolidated from the beginning of the relevant period. The Company may use these measures, together with pro forma consolidated measures for periods not required by GAAP to be included in such filings, in its public statements. The additional measures for periods not required by GAAP to be included in such filings are considered non-GAAP financial measures when presented on a pro forma basis. The Company believes these non-GAAP financial measures are meaningful to investors because the Company has determined it is appropriate to consolidate H3C’s results. Further, it is useful for comparative purposes to show additional periods on a pro forma basis. Management believes investors will have a better understanding of the Company’s consolidated results (which include H3C) in future periods if they are provided with pro forma consolidated results for the prior periods. These measures therefore provide additional relevant information to investors about the Company’s consolidated operations. The non-GAAP measures, however, should not be considered indicative of the Company’s future consolidated performance.

          General. These non-GAAP measures have limitations, however, 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 loss, net loss and loss 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2007, Robert Y. L. Mao, our Executive Vice President, Corporate Development, was elected to our Board of Directors as a Class I director following the recommendation of the Board’s Nominating and Governance Committee. Mr. Mao’s term expires at the 2007 Annual Meeting of Stockholders. The Board appointment will be effective as of March 23, 2007, following Mr. Mao’s termination of employment with 3Com (which will be effective on that date).

In connection with his separation from 3Com employment and his appointment as a director, Mr. Mao and 3Com will enter into a Severance Agreement and General Release, to be dated as of March 23, 2007, that describe the severance benefits to which Mr. Mao is entitled pursuant to the terms of his existing employment agreement. These benefits include:

• payment of a severance amount of $800,000, half of which is payable on September 24, 2007 and the remainder of which is payable in equal monthly installments over the next succeeding six months;

• acceleration of vesting of 250,000 options to purchase common stock granted on September 5, 2006 with an exercise price of $4.45 per share, with all other options expiring on March 23, 2007;

• extension of the exercise period to exercise such options to a 165-day period after termination, or September 4, 2007;

• extension of fully paid health, dental and vision insurance premiums for eighteen months from termination (or earlier, if Mr. Mao obtains such benefits from a new employer);

• extension of company-paid life insurance premiums for twelve months from termination (or earlier, if Mr. Mao obtains such benefits from a new employer); and

• an agreement to abide by existing non-solicitation and non-hire provisions and the making of customary mutual releases between the parties.

As a 3Com director, Mr. Mao will receive standard cash and equity compensation as a director of the company in the amounts described in our existing filings.

ITEM 8.01 Other Events

Status of Acquisition of 49% of H3C from Huawei

On November 28, 2006, we announced that Huawei Technologies had accepted our bid to purchase Huawei’s 49% interest in our joint venture, H3C, for US$882 million. Huawei’s acceptance of our bid was the result of the bid process in the existing Shareholders’ Agreement we have with Huawei. Additionally, on December 22, 2006 we entered into a Stock Purchase Agreement with Huawei providing for certain closing items and mechanics (the “SPA”).

On March 21, 2007, Hong Kong time, the final PRC government approval necessary to close the transaction was received. Under the terms of the SPA, the parties are required to close the transaction within six business days after such receipt, provided the remaining closing conditions have been met. Accordingly, we expect to consummate the transaction on or about March 29, 2007, Hong Kong time.

Safe Harbor

This Form 8-K 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 agreement to purchase a 49% equity interest in our H3C joint venture, receipt of required approvals and closing matters. 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 consummate the loan and the transaction with Huawei and meet the remaining closing conditions for each transaction obtain; and other risks detailed in our filings with the SEC, including those discussed in our quarterly report filed with the SEC on Form 10-Q for the quarter ended December 1, 2006. 3Com Corporation does not intend, and disclaims any obligation, to update any forward-looking information contained in this Form 8-K or with respect to the announcements described herein.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Text of Press Release, dated March 22, 2007, titled “3Com Reports Third Quarter Fiscal Year 2007 Results.”

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: March 22, 2007	By:	/s/ DONALD M. HALSTED, III
		Donald M. Halsted, III
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of Press Release, dated March 22, 2007, titled “3Com Reports Third Quarter Fiscal Year 2007 Results.”

EX-99.1

FOR IMMEDIATE RELEASE

For more information contact:

Media & Investor Relations	Media Relations
John Vincenzo	Joseph Vukson
508.323.1260		508.323.1228
john_vincenzo@3com.com	joseph_vukson@3com.com

3COM REPORTS THIRD QUARTER FISCAL YEAR 2007 RESULTS

• People’s Republic of China grants its approval for 3Com to acquire Huawei Technologies’ 49 percent stake in Huawei-3Com (H3C) for $882 million — expected to close on or about March 29, 2007;

• GAAP revenue for the third quarter was $323 million, an 82 percent increase over the prior year quarter’s GAAP revenue and a 6 percent increase over the prior year quarter’s pro forma revenue, assuming the consolidation of H3C from the beginning of the period;

• GAAP loss per share was $0.01 in the third quarter, as compared to an $0.08 loss per share in the prior-year quarter;

• GAAP operating loss was reduced by 81 percent to $9 million and non-GAAP operating profit was $10 million, representing second consecutive quarter of non-GAAP operating profitability;

• Secure Converged Networking (SCN) segment reduced operating losses by $19 million compared to the prior year; and

• Consolidated Cash, Cash Equivalents and Short-term Investments were $956 million, a sequential increase of $88 million.

MARLBOROUGH, MASS. — March 22, 2007 — 3Com Corporation (NASDAQ: COMS) today reported consolidated financial results for its third quarter of fiscal year 2007, which ended March 2, 2007, including the results for its two operating segments, SCN and H3C.

          Additionally, 3Com today announced the receipt of final approval from the People’s Republic of China for 3Com to acquire Huawei Technologies’ 49 percent stake

in H3C for $882 million. 3Com, which won the right to acquire the remaining stake in H3C through a bidding process that ended on November 28, 2006, anticipates the deal will officially close on or about March 29, 2007.

          To fund the transaction and related expenses, 3Com intends to use approximately $470 million of cash from its balance sheet and approximately $430 million from a senior secured bank loan at its H3C segment.

          “The company continued to make progress against our operational initiatives in the third quarter, highlighted by delivering non-GAAP operating profitability for the second consecutive quarter,” said Edgar Masri, 3Com President and Chief Executive Officer. “3Com has delivered against each of the five areas we told investors to hold us accountable for, including receiving approval for the H3C transaction, improving the performance of our SCN business unit, signing retention agreements with key members of H3C’s leadership team, and delivering on our new Open Services Networking strategy and a network access control solution from TippingPoint.

          “Upon closing the H3C acquisition, we believe 3Com will be the clear number two vendor in the market for secure, converged networking solutions. 3Com is executing aggressively against a product strategy that we believe highly differentiates the company and provides a unique value proposition for our customers and partners. We are confident that our continued focus on operational improvements, top and bottom line leverage, and execution against our OSN strategy will drive improved shareholder value over time.”

Revenue

          Revenue determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $323 million in the third quarter of fiscal 2007, an 82 percent increase compared to the same period in fiscal 2006. This growth is primarily due to the consolidation of H3C revenue in the current period. Revenue grew 6 percent compared to pro forma revenue in the prior-year period, which includes the results of H3C as if it had been consolidated during the prior-year period. The H3C segment revenue was $195

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million, a 35 percent increase over the prior-year quarter, and the SCN segment revenue was $157 million, an 11 percent decrease over the prior-year quarter.

Gross Profit and Operating Loss — GAAP Basis

          3Com’s gross profit for the third quarter of fiscal 2007 was $153 million, or 47 percent of revenue, which is a 6 percentage point improvement compared to the prior-year quarter, driven primarily by the inclusion of H3C in the current period results. This resulted in a GAAP operating loss of $9 million, which is a significant improvement from a GAAP operating loss of $47 million in the third quarter of fiscal 2006. The $38 million improvement results from a $19 million reduction in operating loss in the SCN segment and $19 million of operating income from H3C’s results.

Non-GAAP Operating Income¹

          The third quarter fiscal 2007 non-GAAP operating income was $10 million, a $38 million improvement compared to the prior-year quarter’s non-GAAP operating loss of $28 million.

Net Loss and EPS — GAAP basis

          The third quarter fiscal 2007 net loss was $5 million, or $0.01 per share, including restructuring, amortization, in-process R&D and stock-based compensation expense of $19 million, or $0.05 per share. In the same period of the prior year, the net loss was $33 million, or $0.08 per share, including restructuring, amortization, stock-based compensation expense and other identified unusual items of $19 million, or $0.05 per share².

¹ The non-GAAP operating income and loss measures used by the Company exclude restructuring, amortization, in-process research and development, stock-based compensation expense and, if applicable in the relevant period, unusual items. The required reconciliations and other disclosures for all non-GAAP measures used by the Company are set forth later in this press release in Table D, 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.

² Our results for the year ago period include stock-based compensation expense primarily related to restricted stock amortization and stock-based compensation costs associated with acquisitions. Our results for the current period also include the effects of our adoption of FAS 123(R).

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H3C Integration Efforts

          In preparation for the closing of the transaction, 3Com and H3C continue to work together to integrate key portions of the business in the Asia Pacific region. Initial focus of the integration centers on combining the two companies’ sales and marketing teams.

          Another significant, positive accomplishment related to H3C is that the top members of the H3C management team have signed two-year employment contracts effective upon closing of the acquisition. Included in the agreement are bonuses tied to aggressive targets based on H3C’s future financial performance, as well as non-compete provisions.

Security Growth

     In addition to the record quarter at H3C and the continued operational improvements within the SCN segment, 3Com’s security revenue was more than $30 million in the quarter. Specifically, revenue from the TippingPoint division was approximately $25 million, an increase of 10 percent quarter-over-quarter and the highest revenue quarter in its history.

Cash and Short-Term Securities

     3Com ended the quarter with $956 million in cash, cash equivalents and short-term investments. The net increase of $88 million from the balance at the end of the previous quarter was driven by positive cash from operations.

Third Quarter 2007 Business Highlights

• Announced Open Services Networking (OSN), the industry’s first open platform that integrates best-of-breed applications into the network infrastructure. Also introduced the 3Com|ON™ technology partner program to support OSN.

• 3Com acquired certain assets from Roving Planet to support the company’s Network Access Control (NAC) strategy.

• TippingPoint launched its fine-grained NAC solution.

• TippingPoint sold its Intrusion Preventions Systems to customers including: the U.S. Army; the U.S. Department of Defense; the Parliament of Justice in South Africa; and the Mexican National Congress .

• 3Com won accounts in key vertical markets including: Hillsborough County Board of Education (switching and wireless); Howard University (switches );

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	Department of Education/Hawaii (switches and routers); DGA, a division of the French army (switches and routers); Mubea in Germany (NBX); KVN in Germany (switches); Acotel of Spain (switches, VCX and 3Com IP phones); Swisscon (switches and routers); Siemens Public Communications Network in India (switches); Telecom Malaysia (switches); iCell of Singapore (wireless access and switches).
•	H3C had several product development achievements in the quarter such as: released a new IP Video Surveillance portfolio; its router and LAN switches were Tolly Tested and Approved; and passed interoperability testing for its Endpoint Admission Defense and Microsoft Network Access Protection.
•	H3C won accounts including: Beijing Capital International Airport, China (switches); Video Surveillance of Fushun City, China (IP video surveillance); Hynix Semiconductor, Korea (switches); and Corvette Telecom, Russia (switches).

Conference Call

          Management will host a conference call and webcast at 5 p.m. EDT today to discuss quarterly highlights, historical financial results and expectations of future performance. To participate on the call, U.S. and international parties may dial (913) 981-5545. 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.

Safe Harbor
This press 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 timing of the closing of our announced acquisition to acquire Huawei’s 49 percent ownership interest in H3C, our acquisition funding and bank financing plans, our H3C integration activities and our market position. 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 consummate our announced transaction with Huawei to purchase additional interest in H3C and close our loan financing; our ability to maintain and improve our market position; and other risks detailed in the Company’s filings with the SEC, including those discussed in the Company’s quarterly report filed with the SEC on Form 10-Q for the quarter ended December 1, 2006.

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.

References to the financial information included in this press release and the related conference call reflect rounded numbers and should be considered approximate values.

About 3Com Corporation
3Com Corporation (NASDAQ: COMS) is a leading provider of secure, converged voice and data networking solutions for enterprises of all sizes. 3Com offers a broad line of innovative products backed by world class sales, service and support, which excel at delivering business value for its customers. Through its TippingPoint division, 3Com is the leading provider of network-based intrusion prevention systems that deliver in-depth application protection, infrastructure protection, and performance protection. 3Com also is the majority owner of Huawei-3Com Co., Limited (H3C). On March 22, 2007, 3Com

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announced the receipt of approval from the People’s Republic of China to acquire Huawei Technologies’ remaining 49 percent stake in H3C and take full ownership, pending customary closing deliverables. H3C brings innovative and cost-effective product development and manufacturing and a strong footprint in one of the world’s most dynamic markets. For further information, please visit www.3com.com, or the press site www.3com.com/pressbox.

# # #

Copyright ^© 2007 3Com Corporation. 3Com and the 3Com logo are registered trademarks and TippingPoint is a trademark of 3Com Corporation. All other company and product names may be trademarks of their respective holders

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

	Three Months Ended
	March 2,			December 1,			March 3,
	2007			2006			2006
Sales	$	323,441		$	332,976		$	177,563
Cost of sales		170,004			182,825			105,157
Gross profit		153,437			150,151			72,406
Operating expenses:
Sales and marketing		77,338			76,188			67,073
Research and development		48,419			48,151			25,075
General and administrative		22,466			22,341			19,520
Amortization of intangibles		10,228			12,221			3,862
In-process research and development		1,700			—			—
Restructuring charges		2,221			630			4,148
Total operating expenses		162,372			159,531			119,678
Operating loss		(8,935	)		(9,380	)		(47,272	)
Gain (loss) on investments, net		(582	)		(911	)		173
Interest income, net		11,265			11,447			7,167
Other income (loss), net		9,637			12,616			(574	)
Income (loss) from operations before income taxes and equity interest of unconsolidated joint venture and minority interest of consolidated joint venture		11,385			13,772			(40,506	)
Income tax provision		(1,374	)		(2,315	)		(1,030	)
Equity interest of 3Com in the income of unconsolidated joint venture (1)		—			—			8,776
Minority interest of Huawei in the income of consolidated joint venture (2)		(14,790	)		(14,973	)		—
Net loss	$	(4,779	)	$	(3,516	)	$	(32,760	)
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.08	)
Shares used in computing basic and diluted per share amounts		394,351			393,352			387,754

(1)	Represents 3Com’s interest in the Huawei-3Com joint venture for the period December 2, 2005 to February 1, 2006.
(2)	Represents Huawei’s interest in the Huawei-3Com joint venture for the period subsequent to February 1, 2006.

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

	March 2,		June 2,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	842,761	$	501,097
Short-term investments		113,386		363,250
Notes receivable		35,671		63,224
Accounts receivable, net		144,345		115,120
Inventories, net		124,459		148,819
Other current assets		51,214		57,835
Total current assets		1,311,836		1,249,345
Property & equipment, net		80,564		89,109
Goodwill		357,430		354,259
Intangibles, net		80,166		111,845
Other assets		27,662		56,803
Total assets	$	1,857,658	$	1,861,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	128,916	$	153,245
Accrued liabilities and other		342,239		318,036
Total current liabilities		471,155		471,281
Deferred revenue and long-term obligations		2,354		13,788
Minority interest of Huawei (a)		171,853		173,930
Stockholders’ equity		1,212,296		1,202,362
Total liabilities and stockholders’ equity	$	1,857,658	$	1,861,361

(a) Represents Huawei’s 49 percent ownership in the Huawei-3Com joint venture.

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

Sales by Geography (a)
	Three Months Ended
	March 2,		December 1,		March 3,
	2007		2006		2006
North America	$	58,538	$	55,159	$	60,875
Latin and South America		17,970		20,296		19,781
Europe, Middle East and Africa		65,736		70,933		74,956
Asia Pacific Rim		26,906		28,312		21,951
China		154,291		158,276		—
Total Sales	$	323,441	$	332,976	$	177,563

(a) SCN segment sales are included in geographic categories based on the location of the end customer. H3C segment sales included in the geographic categories are based upon the hub locations of OEM partners in the case of OEM sales and the location of end-customers in the case of direct customer sales.

Sales by Product Category
	Three Months Ended
	March 2,		December 1,		March 3,
	2007		2006		2006
Networking	$	259,196	$	272,852	$	119,473
Security		30,647		31,582		25,542
Voice		18,700		16,549		12,503
Services		9,805		8,568		7,958
Connectivity Products		5,093		3,425		12,087
Total Sales	$	323,441	$	332,976	$	177,563

3Com Corporation
Reconciliation of Non-GAAP Operating Income (Loss)
(in thousands)
(unaudited)
TABLE D

	Three Months Ended
	March 2,			December 1,			March 3,
	2007			2006			2006
GAAP operating loss	$	(8,935	)	$	(9,380	)	$	(47,272	)
Asset impairment [a]		—			—			4,200
Executive transition [b]		—			—			4,612
Restructuring		2,221			630			4,148
Amortization of intangible assets		10,228			12,221			3,862
In-process research and development [c]		1,700			—			—
Stock-based compensation expense [d]		4,896			6,950			2,428
Non-GAAP operating income (loss)	$	10,110		$	10,421		$	(28,022	)

[a]	This charge is the result of the Company’s decision to abandon development plans utilizing licensed software for which the Company has no alternative use.
[b]	These charges represent expenses associated with the separation of former CEO Bruce Claflin and the hiring costs for the replacement of former CEO R. Scott Murray.
[c]	Represents charges related to acquired technology from Roving Planet.
[d]	Stock-based compensation expense is included in the following cost and expense categories by period (dollars in millions):

	Three Months Ended
	March 2,		December 1,		March 3,
	2007		2006		2006
Cost of sales	$	0.4	$	0.4	$	—
Sales and marketing		1.5		1.6		0.4
Research and development		1.1		1.5		0.9
General and administrative		1.9		3.5		1.1

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

	Operating Segments
	SCN						H3C				Eliminations and Other Items
	Three Months Ended			Three Months Ended			Three Months Ended		Three Months Ended		Three Months Ended			Three Months Ended
	March 2, 2007			December 1, 2006			December 31, 2006		September 30, 2006		March 2, 2007			December 1 , 2006
Sales	$	157,385		$	166,525		$	195,144	$	190,291	$	(29,088	) (1)	$	(23,840	) (1)
Gross profit		63,797			59,436			89,640		90,715
Total sales and marketing, research and development, and general and administrative expenses		84,158			85,629			64,066		61,051
Other operating expenses (2)		7,580			4,221			6,570		8,630
Operating income (loss)		(27,941	)		(30,414	)		19,004		21,034
Net income (loss)		(20,174	)		(19,103	)		30,185		30,561		(14,790	) (3)		(14,973	) (3)

(1)	Represents eliminations for inter-company revenue during the respective periods.
(2)	Represents restructuring and amortization in all periods presented plus in-process research and development costs for the three months ended March 2, 2007.
(3)	Represents equity interest of Huawei in H3C for October, November and December for the period ended March 2, 2007 and July, August and September of 2006 for the period ended December 1, 2006.